{"id":40412,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-savings-plan-unisys-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-savings-plan-unisys-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-savings-plan-unisys-corp.html","title":{"rendered":"Retirement Savings Plan – Unisys Corp."},"content":{"rendered":"

UNISYS CORPORATION<\/p>\n

SAVINGS PLAN<\/p>\n

Amended and Restated<\/p>\n

Effective January 1, 2012<\/p>\n

\n

UNISYS CORPORATION <\/strong><\/p>\n

SAVINGS PLAN <\/strong><\/p>\n

Amended And Restated<\/p>\n

Effective January 1, 2012<\/p>\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE I<\/p>\n<\/td>\n

<\/td>\n\n

HISTORY AND SCOPE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n<\/td>\n

<\/td>\n\n

ELIGIBILITY FOR PARTICIPATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n<\/td>\n

<\/td>\n\n

CONTRIBUTIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n<\/td>\n

<\/td>\n\n

LIMITATIONS ON EMPLOYER CONTRIBUTIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n<\/td>\n

<\/td>\n\n

INVESTMENT AND VALUATION OF ACCOUNTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/p>\n<\/td>\n

<\/td>\n\n

VESTING<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/p>\n<\/td>\n

<\/td>\n\n

AMOUNT OF BENEFITS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/p>\n<\/td>\n

<\/td>\n\n

PAYMENT AND FORM OF BENEFITS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X<\/p>\n<\/td>\n

<\/td>\n\n

WITHDRAWALS AND LOANS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XI<\/p>\n<\/td>\n

<\/td>\n\n

SPECIAL PROVISIONS FOR TOP-HEAVY PLANS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XII<\/p>\n<\/td>\n

<\/td>\n\n

PLAN ADMINISTRATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XIII<\/p>\n<\/td>\n

<\/td>\n\n

AMENDMENT AND TERMINATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XIV<\/p>\n<\/td>\n

<\/td>\n\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n

UNISYS CORPORATION<\/p>\n

SAVINGS PLAN<\/p>\n

Amended and Restated<\/p>\n

Effective January 1, 2012<\/p>\n

ARTICLE I<\/p>\n

HISTORY AND SCOPE <\/u><\/p>\n

1.01 History<\/u>. Unisys Corporation (formerly, Burroughs Corporation),
\nadopted the Burroughs Plan, effective July 1, 1984. Unisys Corporation is
\nsuccessor by merger to Sperry Corporation which, prior to such merger,
\nestablished and maintained the Sperry Plan. Effective April 1, 1988, the
\nBurroughs Plan and Sperry Plan were merged to form the Plan. The Plan is
\nmaintained for the benefit of eligible employees of Unisys Corporation and the
\neligible employees of its subsidiaries that adopt the Plan.<\/p>\n

Effective October 1, 1990, the Company153s CTIP was merged into the Plan.
\nEffective November 30, 1992, the RIPII was merged into the Plan. Effective March
\n31, 1996, the RIP was merged into the Plan.<\/p>\n

Effective September 16, 2004, the BCC Retirement Plan was merged into the
\nPlan.<\/p>\n

This Plan was amended and restated, effective January 1, 1998, to bring the
\nPlan into compliance with the Uniformed Services Employment and Reemployment Act
\nof 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act
\nof 1997, the IRS Restructuring and Reform Act of 1998, the Internal Revenue
\nService Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
\nAct of 2000, and all other applicable law as in effect on the effective date of
\nthat amendment and restatement of the Plan.<\/p>\n

The Plan was amended and restated, effective January 1, 2002, to bring the
\nPlan into compliance with the Economic Growth and Tax Relief Reconciliation Act
\nof 2001, the Job Creation and Worker Assistance Act of 2002, and certain final
\nregulations issued by the Department of Labor and the Department of Treasury.\n<\/p>\n

The Plan was amended and restated, effective January 1, 2006, to reflect
\nchanges and clarifications related to the administration of the Plan.<\/p>\n

The Plan was amended and restated, generally effective January 1, 2007, to
\nbring the Plan into compliance with certain final regulations issued under
\nsections 401(k) and 401(m) of the Code, and to reflect certain provisions of the
\nPension Protection Act of 2006, hurricane relief provisions and certain design
\nchanges.<\/p>\n

1<\/p>\n

\n

The Plan was amended and restated generally effective January 1, 2008, except
\nas otherwise required by law or provided herein, to add additional participating
\nsubsidiaries, exclude employees of the Unisys Technical Services division of the
\nCompany, and to exclude certain paid, nonworking leave from compensation for
\nPlan purposes.<\/p>\n

The Plan was amended and restated generally effective January 1, 2010 except
\nas otherwise required by law or provided herein, to reflect certain requirements
\nof the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief
\nTax Act of 2008 and the Worker, Retiree and Employer Recovery Act of 2008 and
\nregulations thereunder; and to reflect changes and clarifications related to the
\nadministration of the Plan.<\/p>\n

The Plan was amended and restated generally effective January 1, 2011 except
\nas otherwise required by law or provided herein, to incorporate amendments
\nthrough December 31, 2010, and to make certain design changes and clarifications
\nrelated to the administration of the Plan.<\/p>\n

The Plan is amended and restated generally effective January 1, 2012 except
\nas otherwise required by law or provided herein, to reflect certain requirements
\nof the Worker, Retiree and Employer Recovery Act of 2008 relative to minimum
\nrequired distributions for 2009, and to make certain design changes and
\nclarifications related to the administration of the Plan.<\/p>\n

1.02 Effective Dates<\/u>. The original effective date of the Plan was
\nApril 1, 1988. This amendment and restatement of the Plan is generally effective
\nJanuary 1, 2012, except as otherwise required by law or provided herein.<\/p>\n

1.03 Rights Affected<\/u>. Unless provided to the contrary herein, the
\nprovisions of the Plan shall apply to Employees who are credited with an Hour of
\nService after December 31, 2011.<\/p>\n

1.04 Qualification Under the Internal Revenue Code<\/u>. It is intended
\nthat the Plan be a qualified plan within the meaning of section 401(a) of the
\nCode and that the Trust be exempt from federal income taxation under the
\nprovisions of section 501(a) of the Code.<\/p>\n

1.05 Documents<\/u>. The Plan consists of the Plan document as set forth
\nherein and any subsequent amendments thereto.<\/p>\n

2<\/p>\n

\n

ARTICLE II<\/p>\n

DEFINITIONS<\/u><\/p>\n

The following words and phrases as used herein have the following meanings
\nunless a different meaning is plainly required by the context:<\/p>\n

2.01 “Account<\/u>” means a Participant153s After-Tax Account, ESOP Account,
\nGPEP Account, Regular Account, Tax Deferred Account, Tax Deductible Contribution
\nAccount, Qualified Nonelective ESOP Contribution Account, Qualified Nonelective
\nNon-ESOP Contribution Account, Plan Expense Contribution Account, or Rollover
\nAccount.<\/p>\n

2.02 “Actual Contribution Percentage<\/u>” means, with respect to a Plan
\nYear, the ratio (expressed as a percentage) of the sum of the amount of (a)
\nMatching Contributions, (b) After-Tax Contributions, (c) Qualified Nonelective
\nESOP Contributions, and (d) Tax Deferred Contributions recharacterized as
\nAfter-Tax Contributions, made on behalf of the Participant for the Plan Year to
\nthe Participant153s Testing Compensation for the Plan Year.<\/p>\n

2.03 “Actual Deferral Percentage<\/u>” means, with respect to a Plan Year,
\nthe ratio (expressed as a percentage) of the amount of Tax Deferred
\nContributions made pursuant to Section 4.01(a) and Qualified Nonelective
\nNon-ESOP Contributions made on behalf of the Participant for the Plan Year to
\nthe Participant153s Testing Compensation for the Plan Year.<\/p>\n

2.04 “Administrative Committee<\/u>” means the committee appointed in
\naccordance with Section 12.02, which is responsible for reviewing and deciding
\nappeals under the Plan.<\/p>\n

2.05 “Affiliate<\/u>” means any entity included with the Employer in (a) a
\ncontrolled group of employers or trades or businesses within the meaning of
\nsection 414(b) or 414(c) of the Code; (b) an affiliated service group within the
\nmeaning of section 414(m) of the Code; or (c) a group required to be aggregated
\npursuant to the regulations under section 414(o) of the Code; provided that any
\nsuch employer shall be included within the term “Affiliate” only while a member
\nof a group including the Employer. For purposes of Section 5.05, whether a
\nmember of a controlled group is an Affiliate shall be determined under section
\n1563(a) of the Code (as incorporated through application of sections 414(b) and
\n(c) of the Code) by substituting “50%” for “80%” everywhere it appears in
\nsection 1563(a) of the Code.<\/p>\n

2.06 “After-Tax Account<\/u>” means a Participant153s account to which are
\ncredited After-Tax Contributions, if any, and earnings and losses thereon.<\/p>\n

2.07 “After-Tax Contribution<\/u>” means a contribution made by an Employee
\nin accordance with a Participant153s salary reduction agreement pursuant to
\nSection 4.02(b).<\/p>\n

3<\/p>\n

\n

2.08 “Aggregation Group<\/u>” means the group of qualified plans sponsored
\nby the Employer or by an Affiliate formed by including in such group (a) all
\nsuch plans in which a Key Employee participates in the Plan Year containing the
\nDetermination Date, or any of the four preceding Plan Years, including any
\nfrozen or terminated plan that was maintained within the five-year period ending
\non the Determination Date, (b) all such plans which enable any plan described in
\nclause (a) to meet the requirements of either section 401(a)(4) of the Code or
\nsection 410 of the Code, and (c) such other qualified plans sponsored by the
\nEmployer or an Affiliate as the Employer elects to include in such group, as
\nlong as the group, including those plans electively included, continues to meet
\nthe requirements of sections 401(a)(4) and 410 of the Code.<\/p>\n

2.09 “Associated Company<\/u>” means any entity that is not a member of a
\ncontrolled group of corporations within the meaning of section 1563(a) of the
\nCode (as incorporated through application of sections 414(b) and (c) of the
\nCode), of which the Company is the common parent, but which would be a member of
\nsuch controlled group of corporations if “50%” were substituted for “80%”
\neverywhere it appears in section 1563(a) of the Code.<\/p>\n

2.10 “BCC<\/u>” means Baesch Computer Consulting.<\/p>\n

2.11 “Beneficiary<\/u>” means (a) the Participant153 s Spouse, or (b) the
\nperson, persons or trust designated by the Participant, with the consent of his
\nSpouse, if any, as direct or contingent beneficiary. In order to be valid, the
\nSpouse153s consent to a Beneficiary other than or in addition to the Participant153s
\nSpouse, must be in writing, must consent to the specific Beneficiary designated,
\nmust acknowledge the effect of such consent, and must be witnessed by a Plan
\nrepresentative or notary public. If the Participant has no Spouse and no
\neffective beneficiary designation, his Beneficiary shall be the first of the
\nfollowing classes in which there is any person surviving the Participant: (a)
\nthe Participant153s children, (b) the Participant153s parents, and (c) the
\nParticipant153s brothers and sisters. Unless otherwise provided in the applicable
\nBeneficiary form, if the Participant has no spouse, if none of the foregoing
\nclasses include a person surviving the Participant, the Participant153s
\nBeneficiary shall be his estate.<\/p>\n

2.12 “Benefit Commencement Date<\/u>” means the first day on which all
\nevents have occurred that entitle a Participant to the benefit.<\/p>\n

2.13 “Board<\/u>” means the Board of Directors of the Company.<\/p>\n

2.14 “Burroughs Plan<\/u>” means the Burroughs Employees Savings Thrift
\nPlan, as in effect on March 30, 1988.<\/p>\n

2.15 “Code<\/u>” means the Internal Revenue Code of 1986, as amended.<\/p>\n

2.16 “Company<\/u>” means Unisys Corporation.<\/p>\n

2.17 “Compensation<\/u>” means a Participant153s wages or salary paid by an
\nEmployer to an Employee, including amounts deducted in accordance with sections
\n125 or 401(k) of the Code, overtime pay, shift differentials, overseas hardship
\nand war risk premiums, temporary promotional supplements, payments for accrued
\nbut unused<\/p>\n

4<\/p>\n

\n

vacation, commissions paid under the terms of a written ongoing sales
\ncommission plan, and paid bonuses paid under the terms of a written ongoing
\nbonus plan approved as such by the Plan Manager, but excluding any amounts
\nreceived by an Employee while he is not a Participant, and any other deferred
\ncompensation. A Participant153s Compensation shall not exceed the dollar
\nlimitation in effect under section 401(a)(17) of the Code with respect to any
\nPlan Year. Effective January 1, 2001, “Compensation” shall include amounts
\ndeducted from a Participant153s wages or salary in accordance with section
\n132(f)(4) of the Code. Notwithstanding the foregoing, any amounts deducted on a
\npre-tax basis for group health coverage because the Participant is unable to
\ncertify that he or she has other health coverage, so long as the Employer does
\nnot otherwise request or collect information regarding the Participant153s other
\nhealth coverage as part of the enrollment process for the Employer153s health
\nplan, shall be included as Compensation. Effective January 1, 2007,
\n“Compensation” shall not include payments for “garden leave payments.” For
\npurposes of this Section 2.17, “garden leave payments” are certain amounts
\nnegotiated under a Participant153s termination agreement that are paid during
\nperiods when no services are performed by such Participant. Effective for Plan
\nYears beginning after December 31, 2007, Compensation for purposes of this
\nparagraph shall not include any amounts that are excluded from the definition of
\ncompensation set forth in section 415(c)(3) of the Code. Effective January 1,
\n2009, Compensation shall include the amount of any military differential wage
\npayments made by the Employer to a Participant in accordance with section
\n3401(h) and section 414(u)(12) of the Code.<\/p>\n

2.18 “Covered Employee<\/u>” means any Employee other than:<\/p>\n

(a) any Employee who is a member of a collective bargaining unit, unless such
\ncollective bargaining agreement provides for the Employee153s participation in the
\nPlan;<\/p>\n

(b) any Employee who is a nonresident alien of the United States (including
\nthe District of Columbia, Puerto Rico, or the Virgin Islands) and who does not
\nreceive any United States (including the District of Columbia, Puerto Rico or
\nthe Virgin Islands) source income from the Employer;<\/p>\n

(c) an Employee who is (1) employed by an overseas subsidiary of an Employer,
\n(2) on temporary assignment to the Employer, and (3) not eligible for
\nparticipation in a defined benefit plan maintained by the Employer;<\/p>\n

(d) any Employee whose terms of employment with the Employer are covered
\nunder the Service Contracts Act, the Davis-Bacon Act, or a similar government
\ncontracting statute, unless the terms of the statue or government contract
\nexpressly provide for participation in this Plan;<\/p>\n

(e) any individual who is not an employee of the Employer but who provides
\nservices as described in section 414(n)(2) of the Code;<\/p>\n

5<\/p>\n

\n

(f) any individual who is classified as an independent contractor by the
\nEmployer or any persons who are not treated by the Employer as employees for
\npurposes of withholding federal employment taxes, regardless of (1) how such
\nindividual is classified by the Internal Revenue Service, other governmental
\nagency, government or court, or (2) a contrary governmental or judicial
\ndetermination relating to such employment status or tax withholding;<\/p>\n

(g) effective as of September 26, 2006, an Employee who is employed by Unisys
\nTechnical Services L.L.C.;<\/p>\n

(h) effective January 1, 2008, an Employee who is employed by the Unisys
\nTechnical Services division of the Company; and<\/p>\n

(i) effective March 31, 2010, an Employee who is employed in the Federal
\nSystems Minimal Benefits Group (code FS.CIV.ITSA.52.90).<\/p>\n

2.19 “CTIP<\/u>” means the Convergent Tax Investment Plan, as in effect on
\nSeptember 30, 1990.<\/p>\n

2.20 “Determination Date<\/u>” means the last day of the preceding Plan
\nYear.<\/p>\n

2.21 “Distributee<\/u>” means a Participant, the surviving Spouse of a
\ndeceased Participant, or a Participant153s Spouse or former Spouse who is an
\nalternate payee under a Qualified Domestic Relations Order.<\/p>\n

2.22 “Employee<\/u>” means (a) an individual who is employed by the
\nEmployer, (b) when required by context for purposes of crediting Hours of
\nService under Section 2.31, a former Employee, and (c) a leased employee as
\ndescribed under section 414(n)(2) of the Code.<\/p>\n

2.23 “Employer<\/u>” means the Company and any Affiliate listed on Appendix
\nA.<\/p>\n

2.24 “ERISA<\/u>” means the Employee Retirement Income Security Act of
\n1974, as amended.<\/p>\n

2.25 “ESOP Account<\/u>” means a Participant153s account to which are
\ncredited Matching Contributions made to the Plan after March 31, 1989, and
\nearnings and losses thereon.<\/p>\n

2.26 “ESOP Portion of the Plan<\/u>” means the portion of the Plan that is
\nboth a stock bonus plan and an employee stock ownership plan intended to qualify
\nunder sections 401(a) and 4975(e)(7) of the Code, the assets of which are held
\nin the ESOP Account and Qualified Nonelective ESOP Accounts of Participants and
\ninvested primarily in shares of Unisys Stock that meet the requirements of
\nsection 404(l) of the Code.<\/p>\n

2.27 “Fund<\/u>” means the assets and all earnings, appreciation and
\nadditions thereto, less losses, depreciation and any proper payments made by the
\nTrustee, held under the Trust by the Trustee for the exclusive benefit of
\nParticipants and their Beneficiaries.<\/p>\n

6<\/p>\n

\n

2.28 “Gap Period Income<\/u>” means the allocable gain or loss for the
\nperiod between the end of the Plan Year and the date of distribution or
\nforfeiture (or a date that is no more than seven days prior to the date of
\ndistribution or forfeiture), with respect to amounts that are distributed or
\nforfeited in accordance with Sections 5.01(b) and 5.05.<\/p>\n

2.29 “GPEP Account<\/u>” means a Participant153s account to which are
\ncredited GPEP contributions made with respect to Plan Years beginning before
\nJanuary 1, 1998, if any, and earnings and losses thereon.<\/p>\n

2.30 “Highly Compensated Employee<\/u>” means an Employee who either:<\/p>\n

(a) was a 5% owner (as defined in section 416(i)(1) of the Code) at any time
\nduring the Plan Year for which Highly Compensated Employees are being identified
\nor the preceding Plan Year; or<\/p>\n

(b) with respect to the Plan Year preceding the calendar year for which
\nHighly Compensated Employees are being identified both (1) had Testing
\nCompensation in excess of the dollar amount under section 414(q)(1)(B)(i) of the
\nCode, as in effect for such Plan Year, and (2) was in the top 20% of all
\nEmployees when ranked on the basis of Testing Compensation.<\/p>\n

2.31 “Hour of Service<\/u>” means each hour for which an Employee is
\ndirectly or indirectly paid or entitled to payment by the Company, an Affiliate,
\nor an Associated Company for the performance of Service.<\/p>\n

2.32 “Investment Committee<\/u>” means the Pension Investment Review
\nCommittee appointed pursuant to Section 12.02 which is responsible for the
\ncontrol and management of the Investment Funds.<\/p>\n

2.33 “Investment Fund<\/u>” means a fund selected by the Investment
\nCommittee in which the Fund or any portion thereof may be invested.<\/p>\n

2.34 “Investment Manager<\/u>” means the individual or entity, if any,
\nselected by the Trustee responsible for the investment of all or a portion of
\nthe Fund.<\/p>\n

2.35 “Key Employee<\/u>” means a person employed or formerly employed by
\nthe Employer or an Affiliate who, during the Plan Year or during any of the
\npreceding four Plan Years, was any of the following:<\/p>\n

(a) an officer of the Employer having annual Testing Compensation of more
\nthan $130,000, or such other amount as may be in effect under section
\n415(1)(A)(i) of the Code;<\/p>\n

(b) a 5% owner of the Employer.<\/p>\n

7<\/p>\n

\n

(c) a person who is both an employee whose annual Testing Compensation
\nexceeds $150,000 and who is a 5% owner of the Employer.<\/p>\n

The Beneficiary of any deceased Participant who was a Key Employee shall be
\nconsidered a Key Employee for the same period as the deceased Participant would
\nhave been so considered.<\/p>\n

2.36 “Key Employee Ratio<\/u>” means the ratio (expressed as a percentage)
\nfor any Plan Year, calculated as of the Determination Date with respect to such
\nPlan Year, determined by dividing the amount described in subsection (a) hereof
\nby the amount described in subsection (b) hereof, after deduction from both such
\namounts of the amount described in subsection (c) hereof.<\/p>\n

(a) The amount described in this subsection (a) is the sum of (1) the
\naggregate of the present value of all accrued benefits of Key Employees under
\nall qualified defined benefit plans included in the Aggregation Group, (2) the
\naggregate of the balances in all of the accounts standing to the credit of Key
\nEmployees under all qualified defined contribution plans included in the
\nAggregation Group, and (3) the aggregate amount distributed from all plans in
\nsuch Aggregation Group to or on behalf of any Key Employee during the one-year
\nperiod ending on the Determination Date. In the case of a distribution made for
\na reason other than separation from service, death, or disability, clause (3)
\nherein shall be applied by substituting “five-year period” for “one-year
\nperiod.”<\/p>\n

(b) The amount described in this subsection (b) is the sum of (1) the
\naggregate of the present value of all accrued benefits of all Participants under
\nall qualified defined benefit plans included in the Aggregation Group, (2) the
\naggregate of the balances in all of the accounts standing to the credit of all
\nParticipants under all qualified defined contribution plans included in the
\nAggregation Group, and (3) the aggregate amount distributed from all plans in
\nsuch Aggregation Group to or on behalf of any Participant during the one-year
\nperiod ending on the Determination Date. In the case of a distribution made for
\na reason other than separation from service, death, or disability, clause (3)
\nherein shall be applied by substituting “five-year period” for “one-year
\nperiod.”<\/p>\n

(c) The amount described in this subsection (c) is the sum of (1) all
\nrollover contributions (or similar transfers) to plans included in the
\nAggregation Group initiated by an Employee from a plan sponsored by an employer
\nwhich is not the Employer or an Affiliate, (2) any amount that would have been
\nincluded under subsection (a) or (b) hereof with respect to any person who has
\nnot rendered service to any Employer at any time during the one-year period
\nending on the Determination Date, and (3) any amount that is included in
\nsubsection (b) hereof for, on behalf of, or on account of, a person who is a
\nNon-Key Employee as to the Plan Year of reference but who was a Key Employee as
\nto any earlier Plan Year.<\/p>\n

8<\/p>\n

\n

The present value of accrued benefits under any defined benefit plan shall be
\ndetermined under the method used for accrual purposes for all plans maintained
\nby the Employer and all Affiliates if a single method is used by all such plans,
\nor otherwise, the slowest accrual method permitted under section 411(b)(1)(C) of
\nthe Code.<\/p>\n

2.37 “Matching Contribution<\/u>” means a contribution made by an Employer
\nin accordance with Section 4.03.<\/p>\n

2.38 “Non-Highly Compensated Employee<\/u>” means an Employee other than a
\nHighly Compensated Employee.<\/p>\n

2.39 “Non-Key Employee<\/u>” means any Employee or former Employee who is
\nnot a Key Employee as to that Plan Year, or a Beneficiary of a deceased
\nParticipant who was a Non-Key Employee.<\/p>\n

2.40 “Normal Retirement Age<\/u>” means age 65.<\/p>\n

2.41 “Notice Period<\/u>” means the period beginning 90 days before and
\nending 30 days before the Benefit Commencement Date. The 30-day minimum may be
\nwaived by a Distributee; provided, however, that with respect to a Participant
\nscheduled to receive his benefit in the form of a Qualified Joint and Survivor
\nAnnuity prior to January 1, 2012, the minimum Notice Period may not be less than
\nseven days before the date distribution is made.<\/p>\n

2.42 “Participant<\/u>” means a Covered Employee who has met the
\neligibility requirements of Section 3.01. An individual who is a Participant but
\nwho ceases to be a Covered Employee shall nonetheless remain a Participant for
\npurposes of benefit payments only, until all amounts due him under the Plan have
\nbeen paid.<\/p>\n

2.43 “Period of Severance<\/u>” means a period beginning on the date of an
\nEmployee153s Severance from Employment and ending on the date on which the
\nEmployee again performs an Hour of Service.<\/p>\n

Notwithstanding the foregoing, solely for the purpose of determining whether
\na Period of Severance has occurred, in the case of an absence from employment by
\nreason of the pregnancy of the Employee, the birth of a child of the Employee,
\nthe placement of a child with the Employee in connection with the adoption of
\nthe child by the Employee or the caring for the child for a period beginning
\nimmediately following that birth or placement, the period between the first and
\nsecond anniversary of the first day of such absence from employment shall
\nneither be construed as a Period of Severance nor a period of Service. In order
\nfor an absence to be considered to be for the reasons described in the foregoing
\nsentence, an Employee shall provide the Plan Manager with information regarding
\nthe reasons for the absence and the length of the absence. Nothing in this
\nSection 2.43 shall be construed as expanding or amending any maternity or
\npaternity leave policy of an Employer or Affiliate.<\/p>\n

2.44 “Plan<\/u>” means the profit sharing plan, known as the “Unisys
\nSavings Plan” set forth in this document, which includes a stock bonus plan and
\nemployee stock ownership plan intended to qualify under sections 401(a) and
\n4975(e)(7) of the Code, and the related trust agreement pursuant to which the
\nTrust is maintained.<\/p>\n

9<\/p>\n

\n

2.45 “Plan Expense Contribution<\/u>” means a contribution made by an
\nEmployer in accordance with Section 4.11.<\/p>\n

2.46 “Plan Expense Contribution Account<\/u>” means a Participant153s account
\nto which are credited Plan Expense Contributions and earnings and losses thereon
\nand against which shall be charged Plan expenses as determined by the Plan
\nManager.<\/p>\n

2.47 “Plan Manager<\/u>” means the individual or individuals responsible
\nfor certain matters relating to the administration of the Plan, as described
\nunder Article XII.<\/p>\n

2.48 “Plan Year<\/u>” means the calendar year.<\/p>\n

2.49 “Prior Plan<\/u>” means the Burroughs Plan, Sperry Plan, CTIP, RIP,
\nRIPII or BCC Retirement Plan.<\/p>\n

2.50 “Qualified Default Investment Alternative<\/u>” means the Fidelity
\nFreedom Fund closest to the year of the Participant153s 65th birthday.<\/p>\n

2.51 “Qualified Domestic Relations Order<\/u>” means a judgment, decree or
\norder that relates to a Participant153s benefit under the Plan and meets the
\nrequirements of section 414(p) of the Code.<\/p>\n

2.52 “Qualified Joint and Survivor Annuity<\/u>” means an annuity for the
\nlife of the Participant with a survivor annuity for the life of the
\nParticipant153s Spouse equal to 50% of the monthly amount payable for the
\nParticipant153s life. This distribution option shall not be available on or after
\nJanuary 1, 2012.<\/p>\n

2.53 “Qualified Nonelective ESOP Account<\/u>” means a Participant153s
\naccount to which are credited Qualified Nonelective ESOP Contributions, if any,
\nand earnings and losses thereon.<\/p>\n

2.54 “Qualified Nonelective ESOP Contribution<\/u>” means a contribution
\nmade by the Employer pursuant to Section 4.05 for purposes of satisfying the
\nrequirements of Section 5.03.<\/p>\n

2.55 “Qualified Nonelective Non-ESOP Account<\/u>” means a Participant153s
\nAccount to which are credited Qualified Nonelective Non-ESOP Contributions, if
\nany, and earnings and losses thereon.<\/p>\n

2.56 “Qualified Nonelective Non-ESOP Contribution<\/u>” means a
\ncontribution made by the Employer pursuant to Section 4.05 for purposes of
\nsatisfying the requirements of Section 5.02.<\/p>\n

2.57 “Regular Account<\/u>” means a Participant153s Account to which are
\ncredited (a) Matching Contributions made before April 1, 1989, (b) matching
\ncontributions made to a Prior Plan (other than CTIP) before April 1, 1989, (c)
\nmatching contributions made to the CTIP before October 1, 1990, (d) employee
\ncontributions made to the Sperry Plan, and (e) earnings and losses.<\/p>\n

10<\/p>\n

\n

2.58 “RIP<\/u>” means the Unisys Retirement Investment Plan, as in effect
\non March 31, 1996.<\/p>\n

2.59 “RIPII<\/u>” means the Retirement Investment Plan II, as in effect on
\nNovember 30, 1992.<\/p>\n

2.60 “Rollover Account<\/u>” means a Participant153s account to which are
\ncredited the (a) Participant153s Rollover Contributions, if any, (b) amounts, if
\nany, transferred to a Participant153s Account from a Prior Plan which were derived
\nfrom such Participant153s rollover contributions to such Prior Plan, and (c)
\nearnings and losses thereon.<\/p>\n

2.61 “Rollover Contribution<\/u>” means a contribution made by a
\nParticipant pursuant to Section 4.06.<\/p>\n

2.62 “Service<\/u>” means the periods determined in accordance with the
\nfollowing provisions of this Section 2.62. An Employee153s total period of Service
\nshall be determined from the first date the Employee performs an Hour of Service
\nuntil the date of his Severance from Employment.<\/p>\n

(a) Service shall include:<\/p>\n

(1) periods of active employment with the Employer, an Affiliate, or an
\nAssociated Company and with any entity that is a predecessor to the Employer;\n<\/p>\n

(2) periods during which no active duties are performed by the Employee for
\nthe Company, an Affiliate, an Associated Company, or any entity that is a
\npredecessor to the Employer because the Employee is:<\/p>\n

(A) absent from work because of occupational injury or disease incurred in
\nthe course of employment with the Company, an Affiliate, or an Associated
\nCompany and on account of such absence receives workers153 compensation;<\/p>\n

(B) in the service of the Armed Forces of the United States during a period
\nwith respect to which an Employer, Affiliate, or an Associated Company is
\nrequired to give reemployment rights by law, provided the Employee returns to
\nwork with the Company, Affiliate, or an Associated Company immediately after the
\ntermination of such military service;<\/p>\n

(C) absent from work and receives short-term disability benefits under an
\nEmployer153s short-term disability plan or other plan of the Company, an
\nAffiliate, or an Associated Company providing similar benefits;<\/p>\n

(3) for vesting purposes under the Plan, service performed for the Company,
\nan Affiliate, or an Associated Company in a capacity described under subsection
\n(a), (b), (c), (d), or (e) of Section 2.18, prior to the Employee becoming a
\nCovered Employee;<\/p>\n

11<\/p>\n

\n

(b) Service shall exclude service prior to the date on which a business is
\nacquired, merged, consolidated, or otherwise absorbed by the Company, an
\nAffiliate, or an Associated Company, or prior to the date the assets of a
\nbusiness are acquired by the Company, an Affiliate, or an Associated Company,
\nunless otherwise provided herein or authorized by the Company.<\/p>\n

(c) Notwithstanding any provision of the Plan to the contrary, if a
\nParticipant was a participant in a Prior Plan as of the date of the Prior Plan153s
\nmerger with and into the Plan, such Participant153s Service immediately after such
\nmerger shall be the greater of:<\/p>\n

(1) the Participant153s service under the terms of the Prior Plan immediately
\nprior to the date of such Prior Plan153s merger with and into the Plan; or<\/p>\n

(2) the Participant153s Service determined under the Plan without regard to
\nthis subsection (c).<\/p>\n

(d) To the extent that a prior period of employment with Burroughs
\nCorporation, Memorex Corporation, System Development Corporation, Sperry
\nCorporation, or any Affiliate of the foregoing corporations was not credited
\nunder the terms of a Prior Plan, such period shall be counted as Service under
\nthe Plan; provided that the Plan has, or is furnished with, evidence of such
\nprior period of employment.<\/p>\n

(e) If an Employee separates from Service but returns to employment with the
\nEmployer before incurring a one-year Period of Severance, the period between the
\ndate he separated from Service and his date of reemployment by the Company, an
\nAffiliate, or an Associated Company.<\/p>\n

2.63 “Severance from Employment”<\/u> means the earlier of (a) the date an
\nEmployee dies or retires, quits or is discharged from the Employer and all
\nAffiliates, or (b) the first anniversary of the date that the Employee is
\notherwise first absent from work from the Employer and all Affiliates (with or
\nwithout pay) for any reason; provided, however, that if the Employee153s absence
\nis attributable to qualified military service, the Employee shall not be
\nconsidered to have had a Severance from Employment provided the absent Employee
\nreturns to active employment with the Employer or Affiliate. Notwithstanding the
\nforegoing, however, the Severance from Employment of a Participant who incurs a
\nTotal Disability shall be the earlier of:<\/p>\n

(a) the date the Participant quits, retires, is discharged or dies, or<\/p>\n

(b) effective as of November 1, 2011, the latest of his Disability End Date,
\nNotice Date or the date that his Disability Reemployment Window ends, each as
\ndescribed below, provided he has not been reemployed prior to those dates. With
\nrespect to a Participant described in this subsection (b), the Employer shall,
\non the applicable Notice Date, inform such Participant that he may<\/p>\n

(1) voluntarily retire or terminate his employment as of his Disability End
\nDate, or, if later, his Notice Date, or<\/p>\n

12<\/p>\n

\n

(2) apply for reemployment with the Employer during his Disability
\nReemployment Window.<\/p>\n

For purposes of this subsection (b) the following definitions shall apply:\n<\/p>\n

(1) “Disability Reemployment Window” means the date that is 30 days following
\nthe Employee153s Disability End Date (or such other period that the Employer deems
\nto be reasonable given the applicable facts and circumstances).<\/p>\n

(2) “Disability End Date” means the date that the Participant153s long-term
\ndisability coverage ends.<\/p>\n

(3) “Notice Date” means the date prior to the Disability End Date, or the
\ndate that occurs as soon as practicable thereafter, that the Employer informs
\nthe Participant of the post-Total Disability termination or reemployment options
\ndescribed above in subsections (1) and (2).<\/p>\n

2.64 “Sperry Plan<\/u>” means the Sperry Retirement Program:Part B, as in
\neffect on March 30, 1988.<\/p>\n

2.65 “Spouse<\/u>” means the spouse or surviving spouse of the Participant
\nwho is a person of the opposite gender who is the lawful husband or lawful wife
\nof a Participant under the laws of the state or country of the Participant153s
\ndomicile; provided, however, that a former spouse shall be treated as the Spouse
\nor surviving Spouse to the extent provided under a Qualified Domestic Relations
\nOrder.<\/p>\n

2.66 “Tax Deductible Contribution Account<\/u>” means a Participant153s
\naccount to which are credited tax deductible contributions, if any, made to the
\nPlan before April 1, 1989, and earnings and losses thereon.<\/p>\n

2.67 “Tax Deferred Account<\/u>” means a Participant153s account to which are
\ncredited (a) Tax-Deferred Contributions, if any, (b) tax deferred contributions
\nmade under a Prior Plan and transferred to the Plan, (c) basic member
\ncontributions, if any, made under the Sperry Plan and transferred to the Plan,
\nand (d) earnings and losses thereon.<\/p>\n

2.68 “Tax Deferred Contribution<\/u>” means a contribution made by an
\nEmployer in accordance with a Participant153s salary reduction agreement pursuant
\nto Section 4.01(a).<\/p>\n

2.69 “Termination of Employment<\/u>” means an Employee153s cessation of
\nemployment with the Company and all Affiliates and Associated Companies as a
\nresult of quitting, retirement, discharge, release or placement on extended
\nlay-off with no expectation of recall, or failure to return to active employment
\nupon expiration of an approved leave of absence.<\/p>\n

13<\/p>\n

\n

2.70 “Testing Compensation<\/u>” means the total of a Participant153s wages,
\nsalary and other amounts paid by an Employer and reported in Internal Revenue
\nService Form W-2, and any amounts deferred under section 402(g)(3) or 125 of the
\nCode and, effective January 1, 2001, section 132(f)(4) of the Code; provided,
\nhowever, for purposes of Sections 5.02, 5.03 and 5.04, the Plan Manager may
\nelect to exclude amounts deducted in accordance with sections 125, 132(f)(4),
\nand 402(e)(3) of the Code as Testing Compensation. Notwithstanding the
\nforegoing, any amounts deducted on a pre-tax basis for group health coverage
\nbecause the Participant is unable to certify that he or she has other health
\ncoverage, so long as the Employer does not otherwise request or collect
\ninformation regarding the Participant153s other health coverage as part of the
\nenrollment process for the Employer153s health plan, shall be included as Testing
\nCompensation. Effective January 1, 2008, Compensation for purposes of this
\nSection shall include regular pay as described in Treasury Regulation section
\n1.415(c)-(2)(e)(3)(ii) if paid by the end of the Limitation Year that includes
\nthe Employee153s termination of employment, or if later, 2-1\/2 months after the
\nEmployee153s termination of employment (“the Post-Termination Period”). Any
\npayments not described in the foregoing sentence shall not be considered
\nCompensation if paid after termination of employment, even if they are paid
\nwithin the Post Termination Period. Only the first $230,000, as adjusted in
\naccordance with section 401(a)(17)(B) of the Code and the regulations
\nthereunder, of the amount otherwise described in this Section shall be counted
\non or after January 1, 2008. Effective January 1, 2009, Testing Compensation
\nshall include the amount of any military differential wage payments made by the
\nEmployer to a Participant in accordance with section 3401(h) and section
\n414(u)(12) of the Code.<\/p>\n

2.71 “Total Disability<\/u>” means a condition resulting from injury or
\nsickness that, in the judgment of the Plan Manager or his or her designee:<\/p>\n

(a) with regard to the first 24-months of an absence from Service due to a
\ncondition resulting from the injury or sickness, constitutes a condition likely
\nto render the Participant unable to perform each of the material duties of his
\nregular occupation; and<\/p>\n

(b) with regard to the period of an absence from Service due to a condition
\nresulting from the injury or sickness after the initial 24-months of such
\nabsence, constitutes a condition which renders the Participant unable to perform
\nthe material duties of any occupation for which he is reasonably fitted by
\ntraining, education or experience.<\/p>\n

Notwithstanding the foregoing, however, in no event shall a Participant be
\ndeemed to have incurred a Total Disability until he has exhausted all benefits
\navailable under his Employer153s short-term disability plan or other plan
\nproviding short term disability benefits. For purposes of this Section 2.71, a
\ndetermination of a Participant153s disabled status under the Unisys Long-Term
\nDisability Plan or similar long-term disability plan sponsored by an Employer
\nshall be deemed a conclusive and binding determination of the Participant153s
\nTotal Disability status under the Plan.<\/p>\n

2.72 “Trust<\/u>” means the legal entity created by the trust agreement
\nbetween the Employer and the Trustee, fixing the rights and liabilities with
\nrespect to controlling and managing the Fund for the purposes of the Plan.<\/p>\n

14<\/p>\n

\n

2.73 “Trustee<\/u>” means the party or parties appointed by the Board of
\nDirectors as trustee of the Trust and named as trustee pursuant to the Trust
\nAgreement or any successors thereto.<\/p>\n

2.74 “Unisys Stock<\/u>” means Unisys Corporation common stock, par value
\n$0.01 per share.<\/p>\n

2.75 “Valuation Date<\/u>” means each day of each calendar year.<\/p>\n

ARTICLE III<\/p>\n

ELIGIBILITY FOR PARTICIPATION <\/u><\/p>\n

3.01 Eligibility Requirement<\/u>. An Employee shall be eligible to become
\na Participant if he is a Covered Employee.<\/p>\n

3.02 Participation Commencement Date<\/u>. Each Covered Employee who was a
\nParticipant as of December 31, 2011, shall continue to be a Participant on
\nJanuary 1, 2012, if he is then a Covered Employee. Each other Covered Employee
\nshall be a Participant on his first day of employment as a Covered Employee.\n<\/p>\n

3.03 Time of Participation-Excluded Employees<\/u>. An Employee who is
\nineligible to be a Participant because he is not a Covered Employee, shall
\nbecome a Participant as of the first day on which he becomes a Covered Employee.
\nA Participant shall cease to be an active Participant on any date on which he
\nceases to be a Covered Employee; however, a Participant who ceases to be a
\nCovered Employee will remain a Participant for distribution purposes under the
\nPlan until such time as he no longer has a vested interest under the Plan.<\/p>\n

ARTICLE IV<\/p>\n

CONTRIBUTIONS <\/u><\/p>\n

4.01 Tax Deferred Contributions<\/u>.<\/p>\n

(a)(1) Subject to the limitations contained in Article V, each Employer shall
\nmake a Tax Deferred Contribution for the Plan Year to the Tax Deferred Account
\nof each of its Covered Employees who, with respect to such Plan Year is a
\nParticipant and has filed a salary reduction notice with the Employer that
\nprovides for a reduction in Compensation otherwise payable to the Participant by
\na designated whole percentage that does not exceed the limit described in
\nparagraph (2), and a contribution of that amount by the Employer to the
\nParticipant153s Tax Deferred Account.<\/p>\n

(2) The amount of the Tax Deferred Contribution made for a Participant with
\nrespect to any Plan Year pursuant to this subsection (a) shall be the amount
\nspecified in the salary reduction notice. The percentage specified shall be a
\nwhole percentage of the Participant153s Compensation not to exceed (A) 30% with
\nrespect to a Participant who is a Non-Highly Compensated Employee or (B) 18%
\nwith respect to<\/p>\n

15<\/p>\n

\n

a Participant who is a Highly Compensated Employee. The Plan Manager may, in
\nits discretion, increase or decrease the maximum permissible amount of Tax
\nDeferred Contributions at any time and from time to time as it deems
\nappropriate. Any salary reduction notice shall relate only to Compensation as
\nyet unearned when the notice is filed and may not be amended during the period
\nto which it pertains, except that it may be terminated as to amounts unearned at
\nthe date of a Participant153s Termination of Employment.<\/p>\n

(b) Each Employer shall make an additional Salary Deferral Contribution for
\nthe Plan Year to the Tax Deferred Account of each of its Covered Employees who,
\nwith respect to such Plan Year is a Participant, is age 50 or older as of the
\nlast day of the Plan Year, and has elected, in accordance with procedures
\nestablished by the Plan Manager and subject to any limitations imposed by the
\nPlan Manager, to make an additional Salary Deferral Contribution in an amount
\nnot to exceed $1,000 for the Plan Year (or such other amount as may be
\napplicable under section 414(v) of the Code), reduced by, to the extent required
\nby the Code and applicable Treasury regulations, any other elective deferrals
\ncontributed on the Participant153s behalf pursuant to section 414(v) of the Code
\nfor the Plan Year; provided, however, that elective deferrals shall be treated
\nfor all Plan purposes as contributed under subsection (a) above in lieu of this
\nsubsection, unless the Participant is unable to make additional Salary Deferral
\nContributions under subsection (a) above for the Plan Year due to limitations
\nimposed by the Plan or applicable federal law.<\/p>\n

(c) Salary reduction notices pursuant to this Section 4.01 must be made
\nwithin the time prescribed by the Plan Manager and shall become effective in
\naccordance with the rules and procedures established by the Plan Manager.<\/p>\n

(d) Subject to, and in accordance with, the rules and procedures established
\nby the Plan Manager, a Participant may elect to change, discontinue, or resume
\nthe percentage of Compensation under his salary reduction notice. All such
\nelections shall become effective in accordance with the rules and procedures
\nestablished by the Plan Manager.<\/p>\n

4.02 After-Tax Contributions<\/u>.<\/p>\n

(a) A Participant may make After-Tax Contributions to the Plan by filing a
\nsalary reduction notice authorizing the Employer to reduce the after-tax
\nCompensation otherwise payable to the Participant by a designated whole
\npercentage (up to the limit specified in subsection (b)), and deposit such
\namounts into the Participant153s After-Tax Contribution Account.<\/p>\n

(b) The amount of the After-Tax Contribution made by a Participant with
\nrespect to any Plan Year shall be the amount specified in the salary reduction
\nnotice. The percentage specified shall be a whole percentage not to exceed
\n6%<\/strong> of the Participant153s Compensation.<\/p>\n

16<\/p>\n

\n

Any salary reduction notice shall relate only to Compensation as yet unearned
\nwhen the notice is filed and may not be amended during the period to which it
\npertains, except that it may be terminated as to amounts unearned at the date of
\na Participant153s Termination of Employment.<\/p>\n

(c) Salary reduction notices pursuant to this Section 4.02 must be made
\nwithin the time prescribed by the Plan Manager and shall become effective in
\naccordance with the rules and procedures established by the Plan Manager.<\/p>\n

(d) Subject to, and in accordance with, the rules and procedures established
\nby the Plan Manager, a Participant may elect to change, discontinue, or resume
\nthe percentage of Compensation under his salary reduction notice. All such
\nelections shall become effective in accordance with the rules and procedures
\nestablished by the Plan Manager.<\/p>\n

4.03 Matching Contributions<\/u>. Subject to the limitations in Article V,
\neach Employer may make a Matching Contribution for each Plan Year to the ESOP
\nAccount of each of its Covered Employees who, with respect to such Plan Year, is
\na Participant and has filed a salary reduction notice in accordance with Section
\n4.01. If Matching Contributions are made under the Plan, such Matching
\nContributions shall be in an amount determined in accordance with subsections
\n(a) and (b) below.<\/p>\n

(a) Subject to the minimum set forth in subsection (b),<\/p>\n

(1) With respect to a Participant whose employment is not subject to a
\ncollective bargaining agreement or whose collective bargaining agreement
\nprovides that such Participant shall be treated in the same manner as a
\nnon-union Employee, the amount of the Matching Contribution made in accordance
\nwith this Section 4.03 with respect to each pay period in the Plan Year
\ncommencing January 1, 2011 shall be an amount equal to 50% of the first 6% of
\nCompensation contributed as a Tax Deferred Contribution made pursuant to Section
\n4.01(a); provided, that the maximum Matching Contribution payable to a
\nParticipant shall not equal more than 3% of such Participant153s Compensation for
\nthe period. With respect to each pay period in the Plan Year commencing January
\n1, 2007 and prior to January 1, 2009 the Matching Contribution made in
\naccordance with this Section 4.03 shall be an amount equal to 100% of the first
\n6% of Compensation contributed as a Tax Deferred Contribution made pursuant to
\nSection 4.01(a); provided, that the maximum Matching Contribution payable to a
\nParticipant shall not equal more than 6% of such Participant153s Compensation for
\nthe period. No Matching Contribution shall be made on or after January 1, 2009
\nand prior to January 1, 2011.<\/p>\n

(2) With respect to a Participant not described in Section 4.03(a)(1), for
\nPlan Years commencing prior to January 1, 2009, the amount of the Matching
\nContribution made in accordance with this Section 4.03 with respect to each pay
\nperiod in the Plan Year shall be an amount equal to 50% of the first 4% of
\nCompensation contributed as a Tax Deferred Contribution made pursuant to Section
\n4.01(a); provided, that the maximum Matching Contribution payable to a
\nParticipant shall not equal more than 2% of such Participant153s Compensation for
\nthe period. No Matching Contribution shall be made on or after January 1, 2009.\n<\/p>\n

17<\/p>\n

\n

(b) Notwithstanding anything in subsection (a) to the contrary:<\/p>\n

(1) each Participant who was employed by an Employer at any time during the
\nperiod beginning July 1, 1998 and ending December 31, 1998 who had Tax Deferred
\nContributions made on his behalf for the Plan Year ending December 31, 1998
\nshall receive a minimum Matching Contribution for such Plan Year in an amount
\nequal to the lesser of:<\/p>\n

(A) 1% of the Participant153s Compensation not in excess of $80,000 for the
\nperiod July 1, 1998 through December 31, 1998; or<\/p>\n

(B) 25% of the total of the Tax Deferred Contributions made on behalf of the
\nParticipant for the Plan Year (regardless of when the Tax Deferred Contributions
\nwere made during such Plan Year).<\/p>\n

(2) for periods on or after January 1, 1999 but prior to January 1, 2009,
\neach Participant who was employed by an Employer on December 31 of a Plan Year
\nbeginning on or after January 1, 1999 and who had Tax Deferred Contributions
\nmade on his behalf shall receive a minimum Matching Contribution, in accordance
\nwith procedures adopted by the Plan Manager, in an amount, when added to the
\nMatching Contributions made on behalf of such Participant (before application of
\nthis paragraph), equal to (a) in the case of a Participant whose employment is
\nnot subject to a collective bargaining agreement or whose collective bargaining
\nagreement provides that such Participant shall be treated in the same manner as
\na non-union Employee, 6% of the Participant153s Compensation not in excess of the
\nlimit described in section 401(a)(17) of the Code as in effect with respect to
\nsuch Plan Year, or (b) in the case of a Participant not described in the
\npreceding subsection (a), the lesser of:<\/p>\n

(A) 2% of the Participant153s Compensation not in excess of the limit described
\nin section 401(a)(17) of the Code as in effect with respect to such Plan Year;
\nor<\/p>\n

(B) 50% of the total of the Tax Deferred Contributions made on behalf of the
\nParticipant for the Plan Year.<\/p>\n

4.04 GPEP Contributions<\/u>. No contributions may be made to an
\nindividual153s GPEP Account with respect to any Plan Year beginning on or after
\nJanuary 1, 1998. Amounts, if any, allocated to a Participant153s GPEP Account
\nprior to January 1, 1998 shall continue to be held in the GPEP Account until
\ndistributed in accordance with the terms of the Plan.<\/p>\n

4.05 Qualified Nonelective Contributions<\/u>. Subject to the limitations
\ndescribed in Article V, each Employer shall make a Qualified Nonelective
\nNon-ESOP Contribution, a Qualified Nonelective ESOP Contribution, or both in
\nsuch amount, if any, as the Board shall determine. Qualified Nonelective
\nNon-ESOP Contributions made by an Employer<\/p>\n

18<\/p>\n

\n

shall be allocated to the Qualified Nonelective Non-ESOP Account of its
\nemployees who are both Participants and Non-Highly Compensated Employees.
\nQualified Nonelective ESOP Contributions made by an Employer shall be allocated
\nto the Qualified Nonelective ESOP Account of its employees who are both
\nParticipants and Non-Highly Compensated Employees.<\/p>\n

4.06 Rollover Contributions<\/u>. With the approval of the Plan Manager, a
\nParticipant may contribute to a Rollover Account all or a portion of the amount
\npayable to the Participant as an eligible rollover distribution from an eligible
\nretirement plan (as defined under section 401(a)(31) of the Code). Any payment
\nto the Plan pursuant to this Section 4.06 shall be made as a direct rollover
\nthat satisfies section 401(a)(31) of the Code or shall be made to the Plan
\nwithin 60 days after the Participant153s receipt of the distribution from the plan
\nor individual retirement account in such manner as may be approved by the Plan
\nManager.<\/p>\n

4.07 Contribution Attributable to Military Service<\/u>. If a Participant
\nreturns to employment with the Employer following a period of service in the
\nArmed Forces of the United States for which an Employer is required to give
\nreemployment rights by law, the Employer contributions to the Plan with respect
\nto such period shall be as follows:<\/p>\n

(a) During the period that begins on the date of the Participant153s return to
\nemployment and lasts for the lesser of (1) the product of 3 multiplied by the
\napplicable period of military service; or (2) five years, the Participant may
\nelect a Compensation reduction in return for the corresponding Tax Deferred
\nContributions on his behalf, or After-Tax Contributions, as applicable, that
\ncould have been made if the Participant had continued to be employed and
\nreceived Compensation during the applicable period of military service.<\/p>\n

(b) The Employer shall contribute to the Plan, on behalf of each Participant
\nwho has been credited under subsection (a) with Tax Deferred Contributions or
\nAfter-Tax Contributions, Matching Contributions equal to the amount of Matching
\nContribution that would have been required under Section 4.03 had such Tax
\nDeferred or After-Tax Contributions, as applicable, been made during the
\napplicable period of military service.<\/p>\n

A Participant who is entitled to a contribution pursuant to this Section 4.07
\nshall not be entitled to receive corresponding retroactive earnings attributable
\nto such contribution nor shall he be entitled to participate in the allocation
\nof any forfeiture that occurred during his period of military service. For
\npurposes of this Section 4.07, an Employee153s Compensation for the applicable
\nperiod of military service shall be deemed to equal the amount of Compensation
\nthe Employee would have received from the Employer during such period, based on
\nthe rate of pay the Employee would have received from the Employer but for the
\nabsence due to military service, or, if such rate of pay is not reasonably
\ncertain, the Employee153s average Compensation during the 12-month period
\nimmediately before the qualified military service or, if shorter, the period of
\nemployment immediately before the qualified military service. The limitations
\nunder Sections 5.01 and 5.04 are applicable to contributions made pursuant to
\nthis Section 4.07 for the Plan Year to which the contributions relate. The
\nlimitations under Sections 5.02 and 5.03 shall not apply to contributions made
\npursuant to subsections (a) or (b) of this Section 4.07.<\/p>\n

19<\/p>\n

\n

4.08 Allocation of Payments Relating to Executive Life Insurance Company
\nInsolvency<\/u>. To the extent the Plan is paid any amount from a state guaranty
\nassociation with regard to the insolvency of Executive Life Insurance Company in
\n1991, such amount shall be allocated on a pro rata basis, in accordance with
\nprocedures adopted by the Plan Manager to the Accounts of any Participant who
\n(a) resided in such state on the applicable trigger date for coverage under the
\nstate153s guaranty association statute, and (b) had any portion of his Accounts
\ninvested, as of April 11, 1991, in a fund that held an Executive Life Insurance
\nCompany guaranteed investment contract. The specific Accounts to which a
\nParticipant153s allocation shall be credited shall be the Accounts which were
\ninvested in the guaranteed investment contract.<\/p>\n

4.09 Form and Timing of Contributions<\/u>. Contributions shall be made to
\nthe Fund as soon as administratively practicable after the close of the payroll
\nperiod to which they relate. In no event, however, shall Tax Deferred and
\nAfter-Tax Contributions be made to the Fund later than the date prescribed under
\napplicable regulations. In no event shall Matching Contributions be made to the
\nFund later than the last date on which amounts so paid may be deducted for
\nfederal income tax purposes by the contributing Employer for the taxable year in
\nwhich the Plan Year ends. Effective January 1, 2011, all Matching Contributions
\nshall be made in the form of Unisys Stock. The value of the Unisys Stock
\ncontributed as Matching Contributions shall be equal to the fair market value of
\nsuch stock on the date such Matching Contributions is actually made to the Fund,
\ndetermined in accordance with procedures established by the Plan Manager and the
\nTrustee.<\/p>\n

4.10 Recovery of Employer Contributions<\/u>. The Employer may recover its
\ncontributions under the Plan as follows:<\/p>\n

(a) if a contribution is made by an Employer under a mistake of fact, the
\nexcess of the amount contributed over the amount that would have been
\ncontributed had there not occurred a mistake of fact may be recovered by the
\nEmployer within one year after payment of the contribution; or<\/p>\n

(b) if the contribution is conditioned upon its deductibility under section
\n404 of the Code, the contribution may be recovered, to the extent a deduction is
\ndisallowed, within one year after the disallowance.<\/p>\n

Earnings attributable to an excess contribution may not be recovered by the
\nEmployer. Any losses attributable to the excess contribution shall reduce the
\namount the Employer may recover.<\/p>\n

4.11 Plan Expense Contributions<\/u>. The Employer, in its sole discretion,
\nmay contribute to the Plan, at any time and from time to time, such cash amounts
\nas it shall determine in its sole discretion, which contributions shall be used
\nto pay expenses of the Plan as determined by the Plan Manager. Such
\ncontributions shall be allocated as<\/p>\n

20<\/p>\n

\n

of the end of the Plan Year with respect to which such contribution is made,
\non a per capita basis, among all Participants who are employed on the last day
\nof such Plan Year. Anything contained in this Article IV, Article VI, Article
\nVII, Article X, or elsewhere in the Plan to the contrary notwithstanding, (i)
\nPlan Expense Contributions may be made by the Employer for a Plan Year at any
\ntime, but not later than the date on which amounts so contributed may be
\ndeducted for federal income tax purposes by the contributing Employer for the
\ntaxable year on or within which such Plan Year ends; (ii) a Participant may not
\ndirect the investment of amounts credited to his Plan Expense Contribution
\nAccount, instead, such amounts shall be invested by the Investment Committee in
\nshort-term investments pending the use of such amounts to pay plan expenses;
\n(iii) a Participant shall be fully vested in amounts credited to the
\nParticipant153s Plan Expense Contribution Account; and (iv) no withdrawals or
\nloans may be made by a Participant with respect to amounts credited to the
\nParticipant153s Plan Expense Contribution Account.<\/p>\n

ARTICLE V<\/p>\n

LIMITATIONS ON EMPLOYER CONTRIBUTIONS <\/u><\/p>\n

5.01 Dollar Limitation on Tax Deferred Contributions<\/u>.<\/p>\n

(a) The Tax Deferred Contribution made on behalf of a Participant pursuant to
\nSection 4.01(a) for a calendar year shall not exceed the dollar limit specified
\nunder section 402(g) of the Code. This dollar limit shall be reduced by the
\namount, if any, contributed on behalf of the Participant under any other
\nqualified cash or deferred arrangement, simplified employee pension or annuity
\nestablished under section 403(b) of the Code for the calendar year, other than
\nelective deferral contributions made pursuant to section 414(v) of the Code.\n<\/p>\n

(b) In the event that the dollar limit described in subsection (a) is
\nexceeded for a Participant, the Plan Manager shall direct the Trustee to
\ndistribute by April 15 of the following calendar year, the amount of excess Tax
\nDeferred Contributions, plus earnings thereon. The earnings and losses allocable
\nto such excess Tax Deferred Contributions shall include earnings for the Plan
\nYear for which the excess Tax Deferred Contributions were made and, for amounts
\ncontributed for Plan Years before January 1, 2008, for the period between the
\nend of such Plan Year and the date of the distribution. The earnings and losses
\nallocable to excess Tax Deferred Contributions shall be equal to the allocable
\nearnings and losses for the Plan Year plus the Gap Period Income and shall be
\ndetermined as of a date that is no more than seven days prior to the date of
\ndistribution. Effective with respect to Tax Deferred Contributions that are
\ncontributed to the Plan in any Plan Year commencing January 1, 2008 or later,
\nany distribution of excess Tax Deferred Contributions pursuant to this
\nsubsection (b) shall include the income, if any, allocable to such excess Tax
\nDeferred Contributions, determined as of the last day of the Plan Year preceding
\nsuch distribution without regard to Gap Period Income.<\/p>\n

21<\/p>\n

\n

(c) The Participant shall forfeit any Matching Contributions (excluding
\nMatching Contributions forfeited or distributed pursuant to the provisions of
\nSections 5.03(b)(4) and (5)) and earnings, allocated to him or her by reason of
\nthe distributed Tax Deferred Contributions.<\/p>\n

5.02 Limitation on Tax Deferred Contributions for Highly Compensated
\nEmployees.<\/u><\/p>\n

(a) For each Plan Year the average of the Actual Deferral Percentages for
\nParticipants who are Highly Compensated Employees shall be compared to the
\naverage of the Actual Deferral Percentages for the other Participants for the
\ncurrent Plan Year; the average of the Actual Deferral Percentages for
\nParticipants who are Highly Compensated Employees shall not exceed the greater
\nof:<\/p>\n

(1) the average of the Actual Deferral Percentages for Participants who are
\nNon-Highly Compensated Employees for the current Plan Year, multiplied by 1.25;
\nor<\/p>\n

(2) the lesser of:<\/p>\n

(A) the average of the Actual Deferral Percentages for Participants who are
\nNon-Highly Compensated Employees for the current Plan Year multiplied by two, or\n<\/p>\n

(B) the average of the Actual Deferral Percentages for Participants who are
\nNon-Highly Compensated Employees for the current Plan Year plus two.<\/p>\n

In the event that the Plan satisfies the requirements of section 401(a)(4),
\n401(k) or 410(b) of the Code only if aggregated with one or more other qualified
\nretirement plans, or if one or more other qualified retirement plans satisfy the
\nrequirements of these sections only if aggregated with the Plan, then this
\nsubsection (a) shall be applied as if all such plans were a single plan.<\/p>\n

(b) If in the Plan Year, the average of the Actual Deferral Percentages for
\nParticipants who are Highly Compensated Employees exceeds the limit in
\nsubsection (a) for a Plan Year, the Plan Manager shall:<\/p>\n

(1) determine the amount by which the Actual Deferral Percentage for Highly
\nCompensated Employee or Employees with the highest Actual Deferral Percentage or
\nPercentages for the Plan Year would need to be reduced to comply with the limit
\nin subsection (a);<\/p>\n

(2) convert the excess percentage amount determined under clause (1) into a
\ndollar amount; and<\/p>\n

22<\/p>\n

\n

(3) reduce the Tax Deferred Contributions of the Highly Compensated Employee
\nwith the greatest dollar amount of Tax Deferred Contributions made on their
\nbehalf with respect to the Plan Year pursuant to Section 4.01(a) by the lesser
\nof (A) the amount by which the dollar amount of the affected Highly Compensated
\nEmployee153s Tax Deferred Contributions made pursuant to Section 4.01(a) exceeds
\nthe dollar amount of the Highly Compensated Employee with the next highest
\ndollar amount of Tax Deferred Contributions made pursuant to Section 4.01(a), or
\n(B) the amount of the excess dollar amount determined under clause (2); and<\/p>\n

(4) either:<\/p>\n

(A) direct the Trustee to return the excess Tax Deferred Contributions, as
\nadjusted in accordance with subsection (d), to the individuals from whose
\nAccounts the excess Tax Deferred Contributions were obtained within two and
\none-half months following the close of the Plan Year, if administratively
\npracticable, but in no event later than the close of the following Plan Year;\n<\/p>\n

(B) recharacterize the Tax Deferred Contribution as an After-Tax
\nContribution, to the extent permitted by the applicable Treasury regulations, no
\nlater than two and one-half months following the close of the Plan Year; or<\/p>\n

(C) make Qualified Nonelective Non-ESOP Contributions, as described under
\nSection 4.05, to the extent necessary to satisfy subsection (a).<\/p>\n

(c) To the extent that a Matching Contribution relates to excess Tax Deferred
\nContributions returned or recharacterized pursuant to subsection (b)(4), such
\nMatching Contributions, as adjusted in accordance with subsection (d), shall be
\nforfeited immediately. Amounts forfeited during the Plan Year shall be used to
\nreduce future Matching Contributions made by the Employer.<\/p>\n

(d) The excess Tax Deferred Contributions returned or recharacterized
\npursuant to subsection (b), and any Matching Contributions forfeited pursuant to
\nsubsection (c) shall be adjusted for any income or loss thereon up to the date
\nof distribution or forfeiture, as applicable, using the Plan153s method for
\nallocating income and loss as provided under Section 5.05.<\/p>\n

(e) The amount of the excess Tax Deferred Contributions to be returned
\npursuant to subsection (b) for a Plan Year shall be reduced by the amount of
\nexcess Tax Deferred Contributions previously distributed to the Highly
\nCompensated Employee pursuant to Section 5.01(b) for such Employee153s taxable
\nyear ending on or within the Plan Year for which the excess Tax Deferred
\nContributions are returned pursuant to subsection (b).<\/p>\n

5.03 Limitation on After-Tax Contributions and Matching Contributions for
\nHighly Compensated Employees<\/u>.<\/p>\n

(a) For each Plan Year the average of the Actual Contribution Percentages for
\nParticipants who are Highly Compensated Employees shall be compared to the
\naverage of the Actual Contribution Percentages for the other Participants for
\nthe current Plan Year; the average of the Actual Contribution Percentages for
\nParticipants who are Highly Compensated Employees shall not exceed the greater
\nof:<\/p>\n

(1) the average of the Actual Contribution Percentages for Participants who
\nare Non-Highly Compensated Employees for the current Plan Year multiplied by
\n1.25; or<\/p>\n

23<\/p>\n

\n

(2) the lesser of:<\/p>\n

(A) the average of the Actual Contribution Percentages for Participants who
\nare Non-Highly Compensated Employees for the current Plan Year multiplied by
\ntwo, or<\/p>\n

(B) the average of the Actual Contribution Percentages for Participants who
\nare Non-Highly Compensated Employees for the current Plan Year plus two.<\/p>\n

In the event that the Plan satisfies the requirements of section 401(a)(4),
\n401(m) or 410(b) of the Code only if aggregated with one or more other qualified
\nretirement plans, or if one or more other qualified retirement plans satisfy the
\nrequirements of these sections only if aggregated with the Plan, then this
\nsubsection (a) shall be applied as if all such plans were a single plan.<\/p>\n

(b) If in any Plan Year the average of the Actual Contribution Percentages
\nfor Participants who are Highly Compensated Employees exceeds the limit in
\nsubsection (a) for a Plan Year, the Plan Manager shall:<\/p>\n

(1) determine the amount by which the Actual Contribution Percentage for
\nHighly Compensated Employee or Employees with the highest Actual Contribution
\nPercentage or Percentages for the Plan Year would need to be reduced to comply
\nwith the limit in subsection (a);<\/p>\n

(2) convert the excess percentage amount determined under clause (1) into a
\ndollar amount; and<\/p>\n

(3) reduce the After-Tax Contributions (including any Tax Deferred
\nContributions recharacterized as After-Tax Contributions pursuant to Section
\n5.02(b)(4)(B)) and then, to the extent necessary, the Matching Contributions of
\nthe Highly Compensated Employee with the greatest dollar amount of aggregate
\nAfter-Tax and Matching Contributions made on their behalf with respect to the
\nPlan Year by the lesser of (A) the amount by which the dollar amount of the
\naffected Highly Compensated Employee153s aggregate After-Tax and Matching
\nContributions exceeds the dollar amount of the Highly Compensated Employee with
\nthe next highest dollar amount of After-Tax and Matching Contributions, or (B)
\nthe amount equal to the excess dollar amount determined under clause (2); and\n<\/p>\n

24<\/p>\n

\n

(4) either:<\/p>\n

(A) direct the Trustee to return the excess After-Tax Contributions and
\nvested Matching Contributions, as adjusted in accordance with subsection (c), to
\nthe individuals from whose Accounts the excess Matching Contributions were
\nobtained within two and one-half months following the close of the Plan Year, if
\nadministratively practicable, but in no event later than the close of the
\nfollowing Plan Year; or<\/p>\n

(B) make Qualified Nonelective Non-ESOP Contributions, as described under
\nSection 4.05, to the extent necessary to satisfy the limit under subsection (a);
\nand<\/p>\n

(5) direct the Trustee to forfeit the excess unvested Matching Contributions,
\nas adjusted in accordance with subsection (c), to the individuals from whose
\nAccounts the excess Matching Contributions were obtained. Amounts forfeited
\nduring the Plan Year shall be used to reduce future Matching Contributions made
\nby the Employer.<\/p>\n

(c) To the extent that a Matching Contribution relates to excess After-Tax
\nContributions returned pursuant to subsection (b)(4), such Matching
\nContributions, as adjusted in accordance with subsection (d), shall be forfeited
\nimmediately. Amounts forfeited during the Plan Year shall be used to reduce
\nfuture Matching Contributions made by the Employer.<\/p>\n

(d) The excess After-Tax and Matching Contributions returned or
\nrecharacterized pursuant to subsection (b) shall be adjusted for any income or
\nloss thereon up to the date of the distribution or forfeiture, as applicable,
\nusing the Plan153s method for allocating income and loss as provided under Section
\n5.05.<\/p>\n

5.04 Limitations on Allocations<\/u>.<\/p>\n

(a) The maximum allowable addition to any Participant153s Accounts for any Plan
\nYear shall be the lesser of:<\/p>\n

(1) $40,000 (as adjusted under section 415(d) of the Code); or<\/p>\n

(2) 100% of the Participant153s Testing Compensation for the Plan Year.<\/p>\n

For purposes of this Section 5.04, an addition shall not include Tax Deferred
\nContributions made pursuant to Section 4.01(b) and Rollover Contributions but
\nshall include all other contributions and forfeitures allocated to a
\nParticipant153s Accounts for the Plan Year, and all contributions and forfeitures
\nunder any other defined contribution plan of the Company or an Affiliate (other
\nthan elective deferral contributions made pursuant to section 414(v) of the
\nCode).<\/p>\n

25<\/p>\n

\n

(b) If the addition to any Participant153s Accounts (other than his Rollover
\nAccount) for any Plan Year exceeds the maximum annual allowable addition to such
\nParticipant153s Accounts under subsection (a), then the excess amount shall be
\neliminated by reducing the additions made to such Participant153s account, by
\nfirst reducing the Participant153s After-Tax Contributions and related Matching
\nContributions to the extent necessary or, if less, to the extent the After-Tax
\nContributions made with respect to the Plan Year are exhausted. To the extent
\nthere is an excess remaining after this reduction, the Tax Deferred
\nContributions and related Matching Contributions made on behalf of such
\nParticipant shall be reduced. To the extent that an excess remains after this
\nreduction, the Matching Contribution of the Participant shall be reduced. Any
\nAfter-Tax or Tax Deferred Contributions reduced pursuant to this subsection (b)
\nshall be returned to the Participant. Any Matching Contributions reduced
\npursuant to this subsection (b) shall be held in a suspense account (which shall
\nshare in the investment gains and losses of the Fund) by the Trustee until the
\nfollowing Plan Year. Such amounts shall be used in the following Plan Year to
\nreduce the Matching Contributions otherwise payable by the Employer by which the
\nParticipant is employed in such subsequent Plan Year. Effective January 1, 2008,
\nnotwithstanding anything herein to the contrary, any annual additions that are
\ndetermined to be excess under this Section shall only be corrected as
\npermissible under applicable guidance, including the Employee Plans Compliance
\nResolution System that is issued by the Internal Revenue Service.<\/p>\n

(c) In no event shall the amount allocated to the Account of any Participant
\nfor any Limitation Year cause the sum of the “defined contribution fraction” and
\nthe “defined benefit fraction,” as such terms are defined in section 415(e) of
\nthe Code, to exceed 1.0, or such other limitation as may be applicable under
\nsection 415 of the Code with respect to any combination of qualified plans of
\nthe Employer or an Affiliate without disqualification of any such plan. In the
\nevent that the amount tentatively available for allocation to the Account of any
\nParticipant in any Limitation Year exceeds the maximum amount permissible
\nhereunder, benefits under the defined benefit plan or plans in which the
\nParticipant is participating shall be adjusted to the extent necessary to
\nsatisfy the requirements of section 415(e) of the Code. Notwithstanding the
\nforegoing, the limitations described above in this subsection (c) shall not
\napply with respect to payments due on or after the first day of the limitation
\nyear beginning January 1, 2000; provided, however, that the aggregate benefits
\npayable to, or on account of, a Participant who is not credited with an Hour of
\nService on or after January 1, 2000 shall continue to be subject to the
\nlimitations described above in this subsection (c).<\/p>\n

5.05 Distribution or Forfeiture of Income<\/u>. Effective January 1, 2008,
\nany distribution or forfeiture of Tax Deferred Contributions, After-Tax
\nContributions or Matching Contributions necessary pursuant to Section 5.02 and
\n5.03 shall include a distribution or forfeiture of the income, if any, allocated
\nto such contributions determined as of the last day of the Plan Year preceding
\nsuch distribution without regard to Gap Period Income<\/p>\n

5.06 Overall Deductibility Limit<\/u>. In no event may the aggregate
\ncontribution made by an Employer under the Plan for a Plan Year exceed the
\namount that may be deducted under section 404 of the Code with respect to such
\nPlan Year.<\/p>\n

26<\/p>\n

\n

ARTICLE VI<\/p>\n

INVESTMENT AND VALUATION OF ACCOUNTS <\/u><\/p>\n

6.01 Investment Direction by Participants<\/u>. Except as otherwise
\nprovided in Section 6.02, each Participant shall direct the Trustee to invest
\nthe amounts credited to his Accounts in one or more Investment Funds, subject to
\nthe rules and procedures established by the Plan Manager. A Participant153s
\ninvestment direction shall be made at the time and in the manner prescribed by
\nthe Plan Manager. If any balance remains in a Participant153s Accounts after his
\ndeath, his Beneficiary shall direct the investment of the amounts credited to
\nthe Accounts as if the Beneficiary were the Participant. To the extent required
\nby a Qualified Domestic Relations Order, the alternate payee of a Participant
\nshall direct the investment of the amounts credited to the Participant153s
\nAccounts as though the alternate payee were the Participant. To the extent a
\nParticipant, Beneficiary or alternate payee directs the investment of the
\namounts credited to his Accounts, this Plan is intended to be subject to section
\n404(c) of ERISA, as described under Section 6.07. To the extent that a
\nParticipant, Beneficiary or alternate payee does not direct the investment of
\nhis Account, his or her Account shall be invested pending such direction in the
\nQualified Default Investment Alternative; provided that effective January 1,
\n2011, the default investment for Matching Contributions shall be the Unisys
\nCommon Stock Fund. Notwithstanding the foregoing, the Investment Committee shall
\nhave the right to adopt rules and procedures to govern Participant, Beneficiary
\nor alternate payee investment elections and directions under the terms of the
\nPlan, whether or not such rules and procedures are required by the investment
\nfunds.<\/p>\n

6.02 Restrictions on Participant Investment Direction<\/u>. Notwithstanding
\nthe investment direction otherwise provided to Participants under Section 6.01,
\nthe restrictions set forth below shall apply to the availability of investment
\ndirection to Participants.<\/p>\n

(a) For periods prior to February 1, 2000, a Participant may not direct the
\ninvestment of amounts held under his GPEP Account. Instead, with respect to such
\nperiods, a Participant153s GPEP Account shall be invested solely in the Unisys
\nCommon Stock Fund.<\/p>\n

(b) The portion of a Participant153s ESOP Account and Regular Account
\n(excluding amounts attributable to the Burroughs Plan or the Sperry Plan)
\ncontributed in the form of Unisys stock attributable to amounts contributed
\nprior to January 1, 2007 shall be invested solely in the Unisys Common Stock
\nFund until the Plan Year in which the Participant is expected to attain age 50.
\nAs of the first day of the Plan Year in which the Participant is expected to
\nattain age 50, a Participant may direct the investment of the portion of his
\nESOP Account and Regular Account attributable to amounts contributed prior to
\nJanuary 1, 2007 in accordance with Section 6.01. Effective January 1, 2007, a
\nParticipant may direct the investment of the portion of his ESOP Account and
\nRegular Account in accordance with Section 6.01, regardless of age.<\/p>\n

27<\/p>\n

\n

(c) Generally, the portion of a Participant153s Accounts attributable to the
\nSperry Plan may be invested in accordance with Section 6.01; provided, however,
\nthat any amounts that a Participant directed to have invested in the Unisys
\nCommon Stock Fund prior to January 1, 2007 must remain in such Investment Fund
\nuntil the first day of the Plan Year in which the Participant is expected to
\nattain age 50. Effective January 1, 2007, a Participant may direct the
\ninvestment of the portion of his Accounts attributable to the Sperry Plan that
\nthe Participant directed to have invested in the Unisys Common Stock Fund in
\naccordance with Section 6.01, regardless of age.<\/p>\n

6.03 Investment Funds<\/u>. The Investment Funds available under the Plan
\n(other than the Unisys Common Stock Fund) shall be designated by, and at the
\nsole discretion of, the Investment Committee, provided that, effective January
\n13, 2011, in no event shall there be more than 25 Investment Funds available
\nunder the Plan, including the Unisys Common Stock Fund as provided in Section
\n6.05, and one or more life-cycle or target-retirement-date funds whose assets
\nare allocated based on each such fund153s target date. The Investment Committee,
\nat its sole discretion, may from time to time designate or establish new
\ninvestment funds or eliminate existing Investment Funds (other than the Unisys
\nCommon Stock Fund). Investment in any Investment Fund shall be made in
\naccordance with rules formulated by the Investment Committee and the accounting
\nprocedures applied under the Plan shall be modified by the Investment Committee
\nto the extent they deem appropriate to reflect investments in that Investment
\nFund. The Investment Committee has the authority to select and appoint
\nInvestment Managers. The Investment Funds may be managed by the Trustee or an
\nInvestment Manager. Pending investment, reinvestment or distribution, as
\nprovided in the Plan, the Trustee or Investment Manager may temporarily retain
\nthe assets of any one or more Investment Funds in cash, commercial paper,
\nshort-term government obligations or, unless otherwise directed by the
\nInvestment Committee, undivided interests or participations in common or
\ncollective funds consisting of short-term investments, including funds of the
\nTrustee or Investment Manager.<\/p>\n

6.04 Valuation of the Fund<\/u>. As of each Valuation Date, any increase or
\ndecrease in the fair market value of each Investment Fund (net after deduction
\nof liabilities) since the preceding Valuation Date shall be credited to or
\ndeducted from the Accounts, if any, of each Participant. The allocation for each
\nInvestment Fund shall be made in the proportion that the balance in each Account
\ninvested in the Investment Fund as of the Valuation Date bears to the aggregate
\nbalance in all Accounts invested in the Investment Fund on that date. For
\npurposes of the preceding sentence, the Employer153s contributions to the Plan for
\nthe current year shall be excluded. The fair market value of investments shall
\nbe determined in accordance with any reasonable method permitted under
\nregulations prescribed by the United States Department of the Treasury and such
\nreasonable and uniform rules as the Trustee may adopt.<\/p>\n

6.05 Unisys Common Stock Fund<\/u>. The Investment Funds under the Plan
\nshall include the Unisys Common Stock Fund, which is an Investment Fund
\nproviding for investment and reinvestment exclusively in Unisys Stock, except to
\nthe extent cash is held to facilitate purchases and sales within the fund.
\nInvestments in the Unisys Common Stock Fund shall be accounted for on the basis
\nof units of the Unisys<\/p>\n

28<\/p>\n

\n

Common Stock Fund. Shares of Unisys Stock and cash received by the Unisys
\nCommon Stock Fund that are attributable to dividends, stock dividends, stock
\nsplits or to any reorganization or recapitalization of Unisys Corporation shall
\nremain in or be invested in, as applicable, the Unisys Common Stock Fund and
\nallocated to the Participant Accounts in proportion to the number of units of
\nthe Unisys Common Stock Fund held in such accounts. The transfer taxes,
\nbrokerage fees and other expenses incurred in connection with the purchase, sale
\nor distribution of Unisys Stock, including Unisys Stock contributed as Matching
\nContributions, shall be paid by the Unisys Common Stock Fund. In addition, the
\nUnisys Common Stock Fund shall bear any other administrative fees and expenses
\nincurred by the Plan in connection with the transfer of the Participant153s
\ninterest in the Unisys Common Stock Fund. The voting and tendering of Unisys
\nStock held in the Unisys Common Stock Fund shall be subject to the following:\n<\/p>\n

(a) For purposes of this Section, shares of Unisys Stock shall be deemed to
\nbe allocated and credited to each applicable Account of the Participant in an
\namount to be determined based on the balance in such account on the accounting
\ndate coincident with or next preceding the record date of any vote or tender
\noffer and the closing price of Unisys Stock on such accounting date or if not
\ntraded on that date, on the business day on which shares of Unisys Stock were
\nlast traded before that accounting date.<\/p>\n

(b) Each Participant who has any amounts under his Account invested in the
\nUnisys Common Stock Fund shall be given notice by the Trustee of the date and
\npurpose of each meeting of the stockholders of the Company at which shares of
\nUnisys Stock are entitled to be voted, and instructions shall be requested from
\neach such Participant as to the voting at the meeting of such Unisys Stock. If
\nthe Participant furnishes instructions within the time specified in the
\nnotification given to him, the Trustee shall vote such Unisys Stock in
\naccordance with the Participant153s instructions. Shares of Unisys Stock that have
\nnot been credited to any Participant153s Account or for which no instructions were
\ntimely received by the Trustees, whether or not credited to the Account of any
\nParticipant shall be voted by the Trustee in the same proportion that the
\nallocated and voted shares of Unisys Stock have been voted by Participants. The
\nInvestment Committee shall establish procedures under which notices shall be
\nfurnished to Participants as required by this subsection (b) and under which the
\nParticipants153 instructions shall be furnished to the Trustee.<\/p>\n

(c) Each Participant who has any amounts under his Account invested in the
\nUnisys Common Stock Fund shall be given notice of any tender offer for, or a
\nrequest or invitation for tenders of, Unisys Stock made to the Trustees.
\nInstructions shall be requested from each such Participant as to the tendering
\nof shares of Unisys Stock credited to his Account and for this purpose
\nParticipants shall be provided with a reasonable period of time in which they
\nmay consider any such tender offer for, or request or invitation for tenders of,
\nUnisys Stock made to the Trustees. The Trustees shall tender such Unisys Stock
\nas to which the Trustees have received instructions to tender from Participants
\nwithin the time specified. Unisys Stock credited to an Account as to which the
\nTrustee has not received instructions from a Participant shall not be tendered.
\nShares of stock that have not been credited to any Participant153s Account<\/p>\n

29<\/p>\n

\n

shall be tendered by the Trustee in the same proportion that the allocated
\nand tendered shares of Unisys Stock have been tendered by Participants. The
\nInvestment Committee shall establish procedures under which notices shall be
\nfurnished to Participants as required by this subsection (c) and under which the
\nParticipants153 instructions shall be furnished to the Trustee. In carrying out
\ntheir responsibilities under this subsection (c) the Trustees may rely on
\ninformation furnished to them by (or under procedures established by) the
\nInvestment Committee.<\/p>\n

(d) For all purposes of this Section 6.05, the number of shares of Unisys
\nStock held in a Participant153s Account which are invested in the Unisys Common
\nStock Fund shall be the number of shares of Unisys Stock represented by the
\nnumber of units held in such accounts after reducing such number of units by the
\nnumber of units in such accounts which represent cash.<\/p>\n

(e) With respect to Participants subject to Section 16 of the Securities
\nExchange Act of 1934, the Investment Committee shall apply any requirements or
\nrestrictions required for the Plan to obtain the protections of Rule 16b-3 under
\nthe Securities Exchange Act of 1934 or any successor Rule or regulation intended
\nto replace Rule 16b-3.<\/p>\n

6.06 Special Rule Regarding Appraisal of Unisys Stock<\/u>. If at any time
\nthe Unisys Stock held by the ESOP Portion of the Plan is not readily tradable on
\nan established securities market, all valuations of such Unisys Stock with
\nrespect to activities carried on by the Plan shall be made by an independent
\nappraiser meeting the requirements of section 401(a)(28) of the Code.<\/p>\n

6.07 Section 404(c) Compliance<\/u>. The Plan is intended to constitute a
\nplan described in section 404(c) of ERISA and section 2550.404c-1 of the United
\nStates Department of Labor regulations. Thus, no fiduciary of the Plan shall be
\nliable for any loss, or by reason of any breach, which results from any
\ninvestment direction made by a Participant, Beneficiary or alternate payee under
\na Qualified Domestic Relations Order. The Company or its delegate shall comply
\nwith, or monitor compliance with, as required, all disclosure and other
\nresponsibilities described in sections 2550.404c-1(b)(2)(i)(A) and
\n(b)(2)(i)(B)(1) of the United States Department of Labor regulations except that
\nthe Trustee shall monitor compliance with those procedures established to
\nprovide confidentiality of information relating to the exercise of voting and
\ntender rights by Participants. If the Company determines that a situation has
\npotential for undue influence by the Company, the Company shall direct an
\nindependent party to perform such activities as are necessary to ensure the
\nconfidentiality of the rights of Participants.<\/p>\n

30<\/p>\n

\n

ARTICLE VII<\/p>\n

VESTING <\/u><\/p>\n

7.01 Vesting Schedule<\/u>.<\/p>\n

(a) A Participant shall at all times be fully vested in the balance of his
\nAfter-Tax Account, Tax Deferred Account, GPEP Account, Tax Deductible
\nContribution Account, and Rollover Account.<\/p>\n

(b) A Participant employed by an Employer on or after January 1, 2000 shall
\nbe fully vested in his ESOP Account and Regular Account. Before January 1, 2000,
\na Participant generally was fully vested in his ESOP Account and Regular Account
\nupon his completion of a five-year period of Service; provided, however, that:\n<\/p>\n

(1) a Participant who was formerly a participant in CTIP who incurs a
\nSeverance from Employment after October 1, 1992 was at all times fully vested in
\nhis Regular Account and ESOP Account.<\/p>\n

(2) a Participant who was formerly a participant in the Burroughs Plan who
\nincurred a Termination of Employment after March 31, 1988, before being credited
\nwith five years of Service, or who incurred a Termination of Employment on or
\nbefore March 31, 1988, before being credited with ten years of Service, shall
\ncontinue to be vested in the portion of his Account, if any, attributable to his
\nvested matching contributions previously made under the Burroughs Plan in
\naccordance with the terms of the Burroughs Plan on March 31, 1988.<\/p>\n

Notwithstanding the foregoing, however, a Participant shall be 100% vested in
\nhis ESOP and Regular Account upon the earliest of his attainment of Normal
\nRetirement Age or death, regardless of the number of his years of Service if
\nsuch event occurs prior to his Termination of Employment.<\/p>\n

Effective January 1, 2007, a Participant shall be treated as in the
\nemployment of the Employer or an Affiliate for purposes of the accelerated
\nvesting provisions set forth herein if he or she is absent from employment due
\nto performing qualified military service under section 414(u) of the Code and
\ndies during such absence from employment.<\/p>\n

7.02 Forfeitures<\/u>.<\/p>\n

(a) The unvested portion of a Participant153s Accounts shall be forfeited as of
\nthe earlier of the date described in paragraphs (1) and (2) below:<\/p>\n

(1) as of the last day of the Plan Year in which a Participant incurs a
\nPeriod of Severance equal to five consecutive years;<\/p>\n

(2) the last day of the Plan Year in which the Participant receives a
\ndistribution of his vested interest under the Plan.<\/p>\n

(b) For purposes of subsection (a), a Participant who terminates employment
\nwith the Employer and all Affiliates and has no vested interest in his Accounts
\nat such time, shall be deemed to have received a single sum payment of his
\nentire vested interest in his Accounts as of the date of his Termination of
\nEmployment. Restorations pursuant to this subsection (b) shall be made from
\ncurrently forfeited accounts in accordance with subsection (d), or from
\nadditional contributions by the Employer.<\/p>\n

31<\/p>\n

\n

(c) If a Participant whose unvested Account balance is forfeited in
\naccordance with this Section 7.02 is rehired by the Company, an Affiliate, or an
\nAssociated Company before incurring a five-year Period of Severance, any amount
\nforfeited under this Section 7.02 shall be restored to his Accounts.
\nRestorations pursuant to this subsection (c) shall be made from currently
\nforfeited amounts in accordance with subsection (d) or from additional
\ncontributions by the Employer.<\/p>\n

(d) Amounts forfeited in accordance with this Section 7.02 with respect to a
\nPlan Year shall be used first to restore future amounts required to be restored
\nin accordance with subsections (b) or (c) with respect to the Plan Year. After
\nsuch restoration, if any, is made, such amounts shall be used to reduce the
\nMatching Contribution of the Employer of the Employee to whom the forfeiture
\nrelates or pay Plan expenses.<\/p>\n

ARTICLE VIII<\/p>\n

AMOUNT OF BENEFITS <\/u><\/p>\n

8.01 Benefits Upon Severance from Employment<\/u>. A Participant who incurs
\na Severance from Employment for a reason other than death shall be entitled to a
\ndistribution of the entire vested balance of his Accounts as of the Valuation
\nDate coincident with or immediately preceding his Benefit Commencement Date.\n<\/p>\n

8.02 Death Benefits<\/u>. If a Participant153s Severance from Employment
\noccurs by reason of his death, his Beneficiary shall be entitled to a
\ndistribution of the entire vested amount credited to the Participant153s Accounts
\nas of the Valuation Date coincident with or next following his Benefit
\nCommencement Date.<\/p>\n

ARTICLE IX<\/p>\n

PAYMENT AND FORM OF BENEFITS <\/u><\/p>\n

9.01 Form of Benefit Paid to Participant<\/u>.<\/p>\n

(a) Unless a Participant elects otherwise in accordance with subsection (b),
\nany benefit due a Participant under Article IX shall be paid in a single sum,
\nsubject to 9.04. If the vested Account balance to which a Participant is
\nentitled is zero as of the date of the Participant153s Severance from Employment,
\nsuch Participant shall be deemed to have received a single sum payment of his
\nentire vested Account balance under the Plan as of such date.<\/p>\n

(b) If a Participant153s vested Account balance exceeds $1,000 as of his
\nBenefit Commencement Date, he may, in lieu of the single sum payment prescribed
\nunder subsection (a), elect an optional form of distribution; provided that such
\nelection must be in writing and be made within the Notice Period in the manner
\nprescribed by the Plan<\/p>\n

32<\/p>\n

\n

Manager. Effective January 1, 2007, the Participant shall be provided with
\ninformation regarding the consequences of failing to defer distribution of his
\nvested Account balance until such later date as permitted under the Plan. The
\noptional forms of distribution among which a Participant may elect shall be
\ndetermined as follows:<\/p>\n

(1) for periods prior to January 1, 2012, an annuity as described below:<\/p>\n

(A) Unless an optional form of annuity is elected under paragraph (B), the
\nnormal form of an annuity for a married participant is a Qualified Joint and
\nSurvivor Annuity and the normal form of annuity for an unmarried participant is
\na single life annuity.<\/p>\n

(B) Subject to the election requirements described in this paragraph (B), a
\nParticipant described under this paragraph (B) may elect to receive one of the
\nfollowing forms of annuities in lieu of the normal form of annuity described
\nunder paragraph (A):<\/p>\n

(i) a reduced monthly pension payable to the Participant for life and after
\nhis death, 50% to his Beneficiary for life; or<\/p>\n

(ii) a single life annuity; or<\/p>\n

(iii) effective January 1, 2008, a reduced monthly pension payable to the
\nParticipant for life and after his death, 75% to his surviving Spouse for life
\n(this option is available only to married Participants) .<\/p>\n

An election under this paragraph (B) is only valid if (i) it is in writing,
\n(ii) it is made within the Notice Period, and (iii) the Participant153s Spouse, if
\nany, consents to the form of benefit in writing and such consent is witnessed by
\na notary public or an authorized representative of the Plan. Such election will
\nnot be valid, however, if it is made before the Participant receives, within the
\nNotice Period, an explanation from the Plan Manager of (i) the terms and
\nconditions of the normal form of annuity and the other forms of benefit
\navailable to him under the Plan, (ii) the Participant153s ability to make, and the
\neffect of, an election to waive the normal form of annuity, (iii) to the extent
\napplicable, the rights of the Participant153s Spouse; and (iv) the Participant153s
\nability to make, and the effect of, a revocation of a previous waiver of the
\nnormal form of annuity. Notwithstanding the foregoing, the consent of the
\nParticipant153s Spouse is not required if the Participant elects option (iii)
\nabove.<\/p>\n

Notwithstanding any provision of the Plan to the contrary, the optional form
\nof distribution described in this subsection (b)(1) shall not apply on or after
\nJanuary 1, 2012.<\/p>\n

(2) monthly, quarterly, semi-annual or annual installments payable over a
\nperiod of no less than one-year and no greater than 20 years.<\/p>\n

33<\/p>\n

\n

9.02 Benefit Commencement Date<\/u>.<\/p>\n

(a) Except as provided under this Article IX, if the Participant153s vested
\nAccount balance as of his Benefit Commencement Date does not exceed $1,000, his
\nbenefit under the Plan shall be paid in a single sum as soon as administratively
\npracticable following the Valuation Date coinciding with or next following date
\nof the Participant153s termination of employment with Employer.<\/p>\n

(b) Except as otherwise provided under this Article IX, if the Participant153s
\nvested Account balance as of his Benefit Commencement Date is greater than
\n$1,000, the benefit payable to a Participant in accordance with Article VIII
\nshall be paid or commence as of the first day of the month following the
\nParticipant153s attainment of Normal Retirement Age. If the Participant153s
\nSeverance from Employment occurs before his attainment of Normal Retirement Age,
\nhowever, the Participant may elect, in writing, to have his benefit paid or
\ncommence on the first day of any month following the month in which his
\nSeverance from Employment occurred.<\/p>\n

9.03 Form and Payment of Death Benefit<\/u>. A Participant shall designate
\na Beneficiary or Beneficiaries to receive any benefits which may be payable
\nunder the Plan in the event of his death. If the vested Account balance to which
\na Beneficiary is entitled is $1,000 or less, such amount shall be paid in a
\nsingle sum, subject to Section 9.04. If the Account balance payable upon a
\nParticipant153s death is zero, the Participant153s Beneficiary shall be deemed to
\nhave received a single sum payment of the Participant153s entire Account balance
\nunder the Plan or on the date of the Participant153s death. If the vested Account
\nbalance exceeds $1,000, the form of the death benefit shall be determined as
\nfollows:<\/p>\n

(a) If a married Participant dies before his Benefit Commencement Date:<\/p>\n

(1) prior to January 1, 2012, if the Participant dies after electing an
\nannuity payment in accordance with Section 9.01(b) and his sole Beneficiary is
\nhis surviving Spouse, unless his surviving Spouse elects otherwise in accordance
\nwith subsection (b), the Participant153s vested Account balance shall be paid to
\nhis surviving Spouse in the form of a single life annuity;<\/p>\n

(2) if (A) a Participant is unmarried at the time of his death, or (B) is
\nmarried but either (i) prior to January 1, 2012, did not elect an annuity form
\nof payment under Section 9.01(b) of the Plan prior to his death, or (ii)
\ndesignated a Beneficiary other than or in addition to his Spouse, the
\nParticipant153s vested Account balance shall be paid to his Beneficiary in a
\nsingle sum, subject to Section 9.04.<\/p>\n

(b) If a Participant dies before his Benefit Commencement Date, his
\nBeneficiary may elect one of the following forms of payment in lieu of the form
\ndescribed under subsection (a):<\/p>\n

(1) an immediately payable single sum;<\/p>\n

(2) for periods prior to January 1, 2012, a single life annuity; or<\/p>\n

34<\/p>\n

\n

(3) monthly installment payments over a period of no less than the life
\nexpectancy of the Beneficiary.<\/p>\n

(c) If a Participant dies on or after his Benefit Commencement Date but
\nbefore the entire amount of his benefit has been paid, the remaining amount
\nshall be paid to his Beneficiary in the form and over the period being used at
\nthe Participant153s date of death.<\/p>\n

With respect to a Benefit Commencement Date beginning before March 22, 1999,
\nthe $1,000 threshold under this Section 9.03 shall take into account all amounts
\nwithdrawn or distributed prior to such Benefit Commencement Date.<\/p>\n

9.04 Form of Single Sum Distributions<\/u>. If a benefit under the Plan is
\npayable in a single sum, such amount shall generally be paid in cash. However, a
\nParticipant or Beneficiary entitled to a distribution may elect, in the form and
\nmanner prescribed by the Plan Manager, to receive the vested balance of the
\nAccount invested in the Unisys Common Stock Fund in the form of whole shares of
\nUnisys Stock (and cash with respect to fractional shares). Before any
\ndistribution is made from the Plan in a single sum, the portion of a
\nParticipant153s ESOP Account that has been invested in Investment Funds other than
\nthe Unisys Common Stock Fund, shall be automatically reinvested in the Unisys
\nCommon Stock Fund before distribution.<\/p>\n

9.05 Put Options<\/u>. If the Unisys Stock held under the ESOP Portion of
\nthe Plan is not readily tradable on an established securities market (within the
\nmeaning of section 409(h)(1)(B) of the Code), any Participant who is entitled to
\na distribution of such shares from the Plan shall have a right to require the
\nCompany to repurchase such shares in accordance with section 409(h)(1)(B) of the
\nCode. Unisys Stock held under the ESOP Portion of the Plan shall not be subject
\nto a put, call, or other option, or a buy-sell or similar arrangement either
\nwhile held by the Plan or when distributed to or on account of a Participant
\nwhether or not the Plan is then an Employee Stock Ownership Plan.<\/p>\n

9.06 Direct Rollovers<\/u>. In the event any payment or payments to be made
\nunder the Plan to a Participant, a Beneficiary who is the surviving Spouse of a
\nParticipant, or an alternate payee who is the former spouse of a Participant,
\nwould constitute an “eligible rollover distribution,” such individual may
\nrequest that such payment or payments be transferred directly from the Plan to
\nthe trustee of an “eligible retirement plan.” Any such request shall be made in
\nwriting, on the form prescribed by the Plan Manager for such purpose, at such
\ntime in advance as the Plan Manager may specify.<\/p>\n

For purposes of Section 9.06, an “eligible rollover distribution” shall mean
\na distribution from the Plan, excluding (1) any distribution that is one of a
\nseries of substantially equal periodic payments (not less frequently than
\nannually) over the life (or life expectancy) of the individual, the joint lives
\n(or joint life expectancies) of the individual and the individual153s designated
\nBeneficiary, or a specified period of ten or more years, (2) any distribution to
\nthe extent such distribution is required under section 401(a)(9) of the Code,
\n(3) any hardship distribution described in section 401(k)(2)(B)(i)(IV) of the
\nCode;<\/p>\n

35<\/p>\n

\n

and (4) any other distribution that does not qualify as eligible for
\nrollover. A portion of a distribution shall not fail to be an eligible rollover
\ndistribution merely because the portion consists of After-Tax Contributions
\nwhich are not includible in gross income. The nontaxable portion of an “eligible
\nrollover distribution” may be rolled over tax-free to an eligible rollover plan
\nas specified below if the eligible rollover plan provides for separate
\naccounting of the amount transferred and earnings on such amounts.<\/p>\n

For purposes of Section 9.06, an “eligible retirement plan” shall mean (i) an
\nindividual retirement account described in section 408(a) of the Code, (ii) an
\nindividual retirement annuity described in section 408(b) of the Code (other
\nthan an endowment contract), (iii) an annuity plan described in section 403(a)
\nof the Code, (iv) a qualified plan under section 401(a) of the Code, the terms
\nof which permit the acceptance of rollover distributions, (v) an eligible
\ndeferred compensation plan described in section 457(b) of the Code that is
\nmaintained by an eligible employer described in section 457(e)(i)(A) of the Code
\nthat shall separately account for the distribution, or (vi) an annuity contract
\ndescribed in section 403(b) of the Code; provided, however, that with respect to
\na distribution (or portion of a distribution) consisting of After-Tax
\nContributions, “eligible rollover plan” shall mean a plan described in clause
\n(i), (ii), (iii), (iv) or (vi) effective January 1, 2007.<\/p>\n

Effective January 1, 2008, a “qualified rollover contribution” as described
\nin section 408A(e) of the Code may be made from the Plan to a Roth individual
\nretirement account in a direct rollover subject to the rules set forth in
\nsection 408A of the Code and any regulations issued there under.<\/p>\n

Effective April 15, 2009, any distribution of benefits to the Beneficiary of
\na deceased Participant who is not the surviving Spouse of the Participant may be
\ntransferred in a direct transfer to an individual retirement account or annuity
\nunder sections 408(a) and (b) of the Code established for the purpose of
\nreceiving such distribution and which will be treated as an inherited individual
\nretirement account pursuant to the provisions of section 402(c)(11) of the Code,
\nif such distribution otherwise meets the requirements set forth above. Such
\ndirect rollover of a distribution by a nonspouse Beneficiary shall be treated as
\nan eligible rollover distribution only for purposes of section 402(c) of the
\nCode. An eligible retirement plan shall include an individual retirement account
\nor annuity under sections 408(a) and (b) of the Code established for the purpose
\nof receiving a distribution that is rolled over from a nonspouse distributee,
\nbut only if the conditions set forth herein above are satisfied. Distributee
\nshall include a nonspouse Beneficiary, but only if the conditions set forth
\nabove are satisfied.<\/p>\n

9.07 Minimum Required Distribution<\/u>. If a Participant is a 5% owner of
\nthe Employer (as determined under section 416 of the Code), or if a Participant
\nattained age 70 1<\/sup>\/2 before January 1, 2002, he or she shall receive,
\nwith respect to each calendar year during which and following the calendar year
\nin which he attained age 70 1<\/sup>\/2, the minimum required distribution
\namount described under section 401(a)(9) of the Code and the regulations
\nthereunder. In no event shall the first minimum required distribution be made
\nlater than the April 1 of the calendar year following the calendar year in which
\nhe attained age 70 1<\/sup>\/2. The amount of such distribution shall be
\ndetermined in<\/p>\n

36<\/p>\n

\n

accordance with section 401(a)(9) of the Code and the regulations thereunder.
\nThe amount of minimum required distributions for calendar years prior to 2003
\nshall be determined and made in accordance with the regulations under section
\n401(a)(9) of the Code that were proposed in 1987, including the minimum
\ndistribution incidental benefit requirement of section 1.401(a)(9)-2 of the
\nproposed regulations. The amount of minimum required distributions for the 2003
\ncalendar year and thereafter shall be determined and made in accordance with the
\nfinal regulations promulgated under section 401(a)(9) of the Code, including the
\nminimum distribution incidental benefit requirement of Q&A-1(d) of section
\n1.401(a)(9)-5 of the final regulations.<\/p>\n

9.08 Required Minimum Distributions for 2009<\/u>. Notwithstanding Sections
\n9.07 or 14.04, a Participant or Beneficiary who would have been required to
\nreceive required minimum distributions for 2009 but for the enactment of section
\n401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that
\nrequirement by receiving distributions that are (1) equal to the 2009 RMDs or
\n(2) one or more payments in a series of substantially equal distributions (that
\ninclude the 2009 RMDs) made at least annually and expected to last for the life
\n(or life expectancy) of the Participant, the joint lives (or joint life
\nexpectancy) of the Participant and the Participant153s designated Beneficiary, or
\nfor a period of at least 10 years (“Extended 2009 RMDs”), shall not receive
\nthose distributions for 2009. A Direct Rollover shall be offered only for
\ndistributions that would be Eligible Rollover Distributions without regard to
\nsection 401(a)(9)(H) of the Code.<\/p>\n

ARTICLE X<\/p>\n

WITHDRAWALS AND LOANS <\/u><\/p>\n

10.01 General<\/u>. A Participant may withdraw amounts from his Account to
\nthe extent provided under this Article X and, if applicable, in accordance with
\nAppendix B. Any withdrawal shall be considered the distribution of a portion of
\nthe Participant153s benefit and shall be paid in a single sum. A withdrawal shall
\nbe disregarded, however, for purposes of determining whether the Participant153s
\nBenefit Commencement Date has occurred. A Participant153s request for a withdrawal
\nmust be made in writing within the period prescribed by the Plan Manager. The
\namount of the withdrawal shall be divided proportionally among the Investment
\nFunds in which the Accounts from which the withdrawal is to be made are
\ninvested. Withdrawals shall be made in accordance with the procedures
\nestablished by the Plan Manager.<\/p>\n

10.02 Withdrawals from After-Tax Account<\/u>. Subject to the requirements
\nset forth in Section 10.01, a Participant who is an Employee may withdraw all or
\na portion of the balance of his After-Tax Account (other than earnings on
\nAfter-Tax Contributions made on or after January 1, 1987), up to one time in any
\nsix-consecutive month period. Withdrawals from a Participant153s After-Tax Account
\nshall be made in the following order:<\/p>\n

(a) After-Tax Contributions made before January 1, 1987; then<\/p>\n

37<\/p>\n

\n

(b) Amounts relating to After-Tax Contributions after December 31, 1986,
\nincluding a pro-rata portion of the earnings thereon; and then<\/p>\n

(c) Earnings on After-Tax Contributions made before January 1, 1987.<\/p>\n

10.03 Withdrawals from Tax Deductible Contribution Account and Rollover
\nAccount<\/u>. Subject to the requirements set forth in Section 10.01, a
\nParticipant may withdraw all or a portion of the balance of his Tax Deductible
\nContribution Account or Rollover Account at any time.<\/p>\n

10.04 Withdrawals from Regular Account<\/u>. Subject to the requirements
\nset forth in Section 10.01, a Participant who is an Employee may withdraw all or
\na portion of the balance of his Regular Account, up to one time in any
\nsix-consecutive month period if the following requirements are met:<\/p>\n

(a) the Participant has withdrawn the entire balance of his After-Tax
\nAccount; and<\/p>\n

(b) the Participant153s aggregate years of participation in this Plan and any
\nPrior Plan is five years.<\/p>\n

10.05 Withdrawals from ESOP Account<\/u>. Subject to the requirements set
\nforth in Section 10.01, a Participant who is an Employee may withdraw all or a
\nportion of the vested balance of his ESOP Account (other than the portion of his
\nESOP Account attributable to Matching Contributions made on or after January 1,
\n2007), up to one time in any six-consecutive month period if the following
\nrequirements are met:<\/p>\n

(a) the Participant has withdrawn the entire balance of his After-Tax Account
\nand his Regular Account; and<\/p>\n

(b) the Participant153s aggregate years of participation in this Plan and any
\nPrior Plan is five years.<\/p>\n

10.06 Withdrawals from GPEP Account<\/u>. Subject to the requirements set
\nforth in Section 10.01, a Participant who is an Employee and who has withdrawn
\nthe entire balance of his After-Tax Account and his Regular Account may, up to
\none time in any six consecutive month period, withdraw the portion of the
\nbalance of his GPEP Account attributable to Contributions made at least
\n36-months prior to the date the withdrawal is requested.<\/p>\n

10.07 Hardship Withdrawals<\/u>.<\/p>\n

(a) Subject to the requirements set forth in Section 10.01 and in subsection
\n(b) of this Section 10.07, and, if applicable, in accordance with Appendix B, a
\nParticipant may elect a withdrawal from his Tax Deferred Account (excluding any
\nearnings credited after December 31, 1988), on account of an immediate and heavy
\nfinancial hardship; provided, however, that the amount of such withdrawal must
\nbe necessary to satisfy the immediate and heavy financial need as determined
\nunder subsections (c) and (d).<\/p>\n

38<\/p>\n

\n

(b) In the event a Participant receives a withdrawal under this Section
\n10.07, the Participant shall be both ineligible to have Tax Deferred
\nContributions made on his behalf and ineligible to make After-Tax Contribution
\nfor the 6-month period following his receipt of the withdrawal.<\/p>\n

(c) For purposes of this Section 10.07, an immediate financial hardship is
\nexpenses incurred as a result of:<\/p>\n

(1) medical care described in section 213(d) of the Code incurred by the
\nParticipant, the Participant153s spouse, or any dependents of the Participant as
\ndefined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3) (or the distribution
\nis necessary for such persons to obtain such medical care);<\/p>\n

(2) the purchase (excluding mortgage payments) of a principal residence for
\nthe Participant;<\/p>\n

(3) the payment of tuition and related educational fees for the next 12
\nmonths of post-secondary education for the Participant, his spouse, children or
\ndependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));<\/p>\n

(4) the repair of damage to the Participant153s principal residence that would
\nqualify for the casualty deduction under section 165 of the Code (determined
\nwithout regard to whether the loss exceeds 10% of adjusted gross income);<\/p>\n

(5) the need to prevent the eviction of the Participant from, or foreclosure
\non the mortgage of, the Participant153s principal residence;<\/p>\n

(6) payments for burial or funeral expenses for the Participant153s deceased
\nparent, spouse, children or dependents (as defined in Treas. Reg. Section
\n1.401(k)-1(d)(3)(iii)(B)(3));<\/p>\n

(7) federal, state or local income taxes or penalties reasonably anticipated
\nto result from the distribution; or<\/p>\n

(8) such other circumstances as may be prescribed by the Secretary of the
\nTreasury or his delegate.<\/p>\n

The final determination of whether an immediate and heavy financial hardship
\nexists shall be determined by the Plan Manager, which shall be under no
\nobligation to verify independently the facts of hardship submitted by a
\nParticipant. Unless the Plan Manager or its designee has actual knowledge to the
\ncontrary, the Plan Manager shall be entitled to rely upon an affidavit signed by
\nthe Participant as proof of the elements necessary for a hardship withdrawal.\n<\/p>\n

39<\/p>\n

\n

(d) For purposes of this Section 10.07, a withdrawal shall be deemed to be in
\nthe amount necessary to alleviate an immediate financial hardship if:<\/p>\n

(1) the amount of the withdrawal does not exceed the amount required to
\nsatisfy the immediate and heavy financial need;<\/p>\n

(2) the Participant has obtained all available withdrawals and distributions
\nfrom his Regular Account, ESOP Account, GPEP Account, Tax Deductible
\nContribution Account, Rollover Account, and After-Tax Contribution Account; and\n<\/p>\n

(3) the Participant has obtained all nontaxable loans currently available to
\nthe Participant from the Plan and all plans maintained by the Company or an
\nAffiliate.<\/p>\n

10.08 Withdrawals after Age 59<\/u>
\n1<\/sup><\/u>\/<\/u>2<\/u>.<\/u> Subject to the requirements set forth in
\n10.01, after he has attained age 59 1<\/sup>\/2, a Participant may withdraw
\nall or any portion of his vested interest in his Account, up to one time in any
\nsix-consecutive month period.<\/p>\n

10.09 Military Withdrawals<\/u>. Effective January 1, 2009, a Participant
\nreceiving differential military pay shall be treated as having a Severance from
\nEmployment for purposes of taking a distribution of that portion of his or her
\nAccount consisting of Tax Deferred Contributions if he or she is absent from
\nemployment due to performing service in the uniformed services described in
\nsection 3401(h)(2)(A) of the Code. If a Participant elects to take a
\ndistribution pursuant to the foregoing, he or she shall be precluded from
\nelecting to have the Employer contribute Tax Deferred Contributions from his or
\nher Compensation on his or her behalf to the Plan for six months following the
\ndate of the distribution.<\/p>\n

10.10 Loans to Participants<\/u>. The Plan Manager may, in his discretion,
\ncause the Plan to lend to any qualified Participant an amount, as requested by
\nthe Participant, from his Accounts (excluding amounts held in his Tax Deductible
\nContribution Account or GPEP Account), upon such terms as the Plan Manager may
\nsee fit and, if applicable, in accordance with Appendix B.<\/p>\n

(a) Qualification for Loans<\/u>. A Participant is eligible for a Plan loan
\nif he is (1) an Employee, or (2) a Participant who is a party in interest, as
\ndetermined under section 3(14) of ERISA.<\/p>\n

(b) Amount of Loan<\/u>. The amount lent to any Participant shall not
\nexceed the lesser of:<\/p>\n

(1) the lesser of $50,000 or 50% of the amount in the Participant153s vested
\ninterest in his Accounts; or<\/p>\n

(2) the greater of $10,000, or one-half of the value of the vested portion of
\nthe Employee153s accounts under all plans maintained by the Employer and all
\nAffiliates.<\/p>\n

40<\/p>\n

\n

For purposes of determining the maximum amount of a loan under this
\nsubsection (b), the balance of a Participant153s Tax Deductible Contribution
\nAccount and GPEP Account shall be disregarded. The minimum amount of any loan
\nmade to a Participant shall be set by the Plan Manager from time to time, in a
\nuniform and nondiscriminatory manner. A Participant may not have more than one
\nloan outstanding at any time.<\/p>\n

(c) Loan Term; Interest Rates<\/u>. Each loan shall be repaid within no
\nless than one year and no more than five years from the date the loan is made,
\nunless the loan proceeds are used to acquire a dwelling that is to be used as
\nthe Participant153s principal residence, in which event the term of the loan may
\nnot be more than fifteen years. Each loan shall bear a fixed rate of interest
\nthat is commercially reasonable, as determined by the Plan Manager.<\/p>\n

(d) Other Loan Requirements<\/u>. The amount lent to any Participant shall
\nbe debited against all of the Participant153s Accounts from which the loan may be
\nmade (as determined under subsection (a)) such that the amount of the loan is
\nprorated among such Accounts on the basis of the balance of each Account at the
\ntime the loan is made, and the interest paid to the Trustee by the Participant
\non the loan shall be allocated to such Accounts and to the Account of no other
\nParticipant. The amount of any loan, including accrued interest, un-repaid at
\nthe time a Participant or his Beneficiary becomes entitled to a distribution
\nunder Article IX shall be deducted from the amount otherwise distributable to
\nthe Participant or Beneficiary. No note or other document evidencing a loan
\nshall be negotiable or otherwise assignable.<\/p>\n

(e) Elections<\/u>. In order to be valid, a Participant153s request for a
\nloan must be made in the time and manner prescribed by the Plan Manager.<\/p>\n

(f) Expense of Loan<\/u>. The Plan Manager may charge a reasonable loan
\nprocessing fee as well as an annual loan administration fee for each year the
\nloan is outstanding. Such fee shall be applied on a uniform and
\nnondiscriminatory manner.<\/p>\n

(g) Repayment<\/u>. Loans shall be repaid in equal installments (not less
\nfrequently than quarterly) through payroll withholding or, in the case of a
\nParticipant153s unpaid authorized leave of absence or lay-off, by personal check.
\nA Participant may fully repay the loan at any time without penalty. Loans shall
\nbecome immediately due and payable upon a Participant153s Termination of
\nEmployment, retirement or death.<\/p>\n

(h) Loan Security and Documentation<\/u>. A loan shall be evidenced by a
\nwritten document containing such terms and conditions as the Plan Manager shall
\ndetermine, and shall be secured by the Participant153s vested interest in his
\nAccounts (other than his Tax Deductible Contributions Account).<\/p>\n

ARTICLE XI<\/p>\n

SPECIAL PROVISIONS FOR TOP-HEAVY PLANS <\/u><\/p>\n

11.01 Determination of Top-Heavy Status<\/u>. The Plan shall be considered
\ntop-heavy for the Plan Year, if, as of the Determination Date:<\/p>\n

(a) the Plan is not part of an Aggregation Group and the Key Employee Ratio,
\ndetermined by substituting the “Plan” for the “Aggregation Group” each place it
\nappears in Section 2.36, exceeds 60%, or<\/p>\n

41<\/p>\n

\n

(b) the Plan is part of an Aggregation Group and the Key Employee Ratio of
\nsuch Aggregation Group exceeds 60%;<\/p>\n

The Plan shall be deemed super top-heavy as to any Plan Year if, as of the
\nDetermination Date with respect to such Plan Year, the conditions of subsections
\n(a) or (b) hereof are met with “90%” substituted for “60%” therein.<\/p>\n

11.02 Minimum Contributions<\/u>. For any Plan Year in which the Plan is
\ndetermined to be top-heavy or super top-heavy within the meaning of Section
\n11.01, the Plan shall provide a minimum Employer contribution (consisting of
\nMatching Contributions, nonelective Employer contributions, or both) for each
\nParticipant who is a Non-Key Employee and has not incurred a Severance from
\nEmployment by the end of the Plan Year in an amount equal to 5% of the
\nParticipant153s Testing Compensation.<\/p>\n

11.03 Minimum Vesting<\/u>. For any Plan Year in which the Plan is defined
\nto be top-heavy or super top-heavy within the meaning of Section 11.01, each
\nParticipant during such Plan Year shall become 100% vested in all of his
\nAccounts and shall remain fully vested in such Accounts after the Plan ceases to
\nbe top-heavy.<\/p>\n

ARTICLE XII<\/p>\n

PLAN ADMINISTRATION<\/u><\/p>\n

12.01 Fiduciary Responsibility<\/u>.<\/p>\n

(a) The Plan shall be administered by the Plan Manager, which shall be the
\nPlan153s “named fiduciary” and “administrator,” as those terms are defined by
\nERISA, and its agent designated to receive service of process. All matters
\nrelating to the administration of the Plan, including the duties imposed upon
\nthe plan administrator by law, except those duties allocated to the
\nAdministrative Committee and those duties relating to the control or management
\nof Plan assets, shall be the responsibility of the Plan Manager. The Plan
\nManager or the Administrative Committee (to the extent of the duties of each
\nunder the Plan), as the case may be, shall have the power to interpret and
\nconstrue the provisions of the Plan, and to decide such questions as may rise in
\nconnection with the operation of the Plan, including interpretation of ambiguous
\nPlan provisions, determination of disputed facts, and application of Plan
\nprovisions to unanticipated circumstances. The determination of the Plan Manager
\nor the Administrative Committee (to the extent of the duties of each under the
\nPlan), as the case may be, shall be subject to review only for abuse of
\ndiscretion.<\/p>\n

(b) The Administrative Committee shall be responsible for reviewing and
\ndeciding appeals under the Plan, in accordance with Section 12.11(b) of the
\nPlan.<\/p>\n

42<\/p>\n

\n

(c) The Plan Manager shall be responsible for the day-to-day administration
\nof the Plan and shall have the authority to adopt such rules, guidelines, forms
\nand procedures, not inconsistent with the terms of the Plan, as deemed necessary
\nand\/or appropriate to the operation and\/or administration of the Plan. The Plan
\nManager shall also be responsible for the reporting and disclosure requirements
\napplicable to the Plan under ERISA, the Code and\/or any other Federal, state or
\nlocal law.<\/p>\n

(d) The Investment Committee shall be responsible for all matters relating to
\nthe control and management of Plan assets to the extent not assigned to the
\nTrustee in the Trust Agreement or other instrument. The duties and
\nresponsibilities of the Investment Committee shall include, but not be limited
\nto, the selection of the Investment Funds, the selection of the Investment
\nManager, and the monitoring of the performance of the Investment Manager and
\nTrustee. The Investment Committee shall be a “named fiduciary” as that term is
\ndefined by ERISA.<\/p>\n

12.02 Appointment and Removal of Plan Manager and Committees<\/u>. The Plan
\nManager, the Administrative Committee and the Investment Committee shall be
\nappointed and may be removed by the Board. The Plan Manager and persons
\nappointed to the Administrative Committee or the Investment Committee may be,
\nbut need not be, employees of the Employer. The Plan Manager and any
\nAdministrative Committee or Investment Committee member may resign by giving
\nwritten notice to the Board, which notice shall be effective 30 days after
\ndelivery. The Plan Manager and any Administrative Committee or Investment
\nCommittee member may be removed by the Board by written notice to such Committee
\nperson, which notice shall be effective upon delivery. The Board shall promptly
\nselect a successor following the resignation or removal of the Plan Manager or
\nof any Administrative Committee or Investment Committee member, if necessary to
\nmaintain both an Administrative Committee and the Investment Committee of at
\nleast one member.<\/p>\n

12.03 Compensation and Expenses of Plan Manager and Committees<\/u>. The
\nPlan Manager and members of the Administrative Committee and members of the
\nInvestment Committee who are Employees shall serve without compensation. The
\nPlan Manager and members of the Administrative Committee or Investment Committee
\nwho are not Employees may be paid reasonable compensation for services rendered
\nto the Plan. Such compensation, if any, and all ordinary and necessary expenses
\nof the Plan Manager, and the Administrative Committee and Investment Committee
\nshall be paid from the Fund unless paid by the Employer.<\/p>\n

12.04 Plan Manager and Committee Procedures<\/u>. The Plan Manager, and the
\nAdministrative Committee and Investment Committee may enact such rules and
\nregulations for the conduct of their business and for the administration of the
\nPlan, as each may deem desirable. The Administrative Committee and Investment
\nCommittee may act either at meetings at which a majority of its members are
\npresent or by a writing signed by a majority of its members without the holding
\nof a meeting. Records shall be kept of the meetings and actions of the
\nAdministrative Committee and the Investment Committee, and of the actions of the
\nPlan Manager. Neither the Plan Manager, nor any Administrative Committee or
\nInvestment Committee member who is a Participant in the Plan shall vote upon, or
\ntake an active role in resolving, any question affecting only his Accounts.<\/p>\n

43<\/p>\n

\n

12.05 Indemnification of the Plan Manager and Committees<\/u>. The Plan
\nManager and each member of the Administrative Committee and the Investment
\nCommittee shall be indemnified by the Company against costs, expenses and
\nliabilities (other than amounts paid in settlement to which the Company does not
\nconsent) reasonably incurred by him in connection with any action to which he
\nmay be a party by reason of his service as Plan Manager or a member of the
\nAdministrative Committee or Investment Committee except in relation to matters
\nas to which he shall be adjudged in such action to be personally guilty of
\nwillful misconduct in the performance of his duties. The foregoing right to
\nindemnification shall be in addition to such other rights as the Plan Manager or
\nthe member of the Administrative Committee or Investment Committee may enjoy as
\na matter of law or by reason of insurance coverage of any kind, but shall not
\nextend to costs, expenses and\/or liabilities otherwise covered by insurance or
\nthat would be so covered by any insurance then in force if such insurance
\ncontained a waiver of subrogation. Rights granted hereunder shall be in addition
\nto and not in lieu of any rights to indemnification to which the Plan Manager or
\nthe member of the Administrative Committee or Investment Committee may be
\nentitled pursuant to the bylaws of the Company. Service as Plan Manager or as a
\nmember of the Administrative Committee or Investment Committee shall be deemed
\nin partial fulfillment of the member153s function as an employee, officer or
\ndirector of the Employer, if he serves in that capacity as well as in the role
\nof Plan Manager or a member of the Administrative Committee or Investment
\nCommittee.<\/p>\n

12.06 Exclusive Benefit Rule<\/u>. The Plan Manager and the Administrative
\nCommittee and Investment Committee shall administer the Plan for the exclusive
\npurpose of (a) providing benefits to Participants and their Beneficiaries and
\n(b) defraying reasonable expenses of administering the Plan.<\/p>\n

12.07 Consultants<\/u>. The Plan Manager and the Administrative Committee
\nand Investment Committee may, and to the extent required for the preparation of
\nreports shall, employ accountants, actuaries, attorneys and other consultants or
\nadvisors. The fees charged by such accountants, actuaries, attorneys and other
\nconsultants or advisors shall represent reasonable compensation for services
\nrendered and shall be paid from the Fund unless paid by the Employer.<\/p>\n

12.08 Payment of Plan Expenses<\/u>. The expenses incurred by the Employer
\nin connection with the operation of the Plan, including, but not limited to,
\nexpenses incurred by reason of the engagement of professional assistants and
\nconsultants, shall be expenses of the Plan and shall be payable by the Plan at
\nthe direction of the Plan Manager. The Employer shall have the option, but not
\nthe obligation, to pay any such expenses, in whole or in part, and, by so doing,
\nto relieve the Plan from the obligation of bearing such expenses. Payment of any
\nsuch expenses by the Employer on one occasion shall not bind the Employer to pay
\nany similar expenses on any subsequent occasion. For the purpose of
\nadministrative convenience, the Employer may pay certain expenses otherwise
\npayable by the Plan, for which it shall seek reimbursement by the Trustee from
\nthe assets held in the Fund.<\/p>\n

44<\/p>\n

\n

12.09 Method of Handling Plan Funds<\/u>. All payments to the Fund shall be
\nmade by the employee of the Employer charged with that responsibility by the
\nBoard. All payments from the Fund shall be made by the Trustee.<\/p>\n

12.10 Delegation and Allocation of Responsibility<\/u>. To the extent
\npermitted under the terms of the Trust Agreement or applicable law, the Trustee
\nand any named fiduciary of the Plan may, by unanimous action in writing,
\ndelegate or assign any of its responsibilities for administering the Plan to one
\nor more individuals or entities. In the event of any such delegation or
\nallocation, the Trustee or any named fiduciary, as applicable, shall establish
\nprocedures for the thorough and frequent review of the performance of such
\nduties. Persons to whom responsibilities have been delegated may not delegate to
\nothers any discretionary authority or discretionary control with respect to the
\nmanagement or administration of the Plan.<\/p>\n

12.11 Claims Procedures<\/u>.<\/p>\n

(a) Initial Claim<\/u>. In the event of a claim by a Participant or his or
\nher Beneficiary with respect to the Plan, such claimant (himself or through his
\nauthorized representative) shall present his or her claim in writing to the
\nAdministrative Committee or its designee. The Administrative Committee or its
\ndesignee shall, within 90 days after receipt of such written claim, make a
\ndetermination and send a written or electronic notification to the claimant as
\nto its disposition. If the Administrative Committee or its designee determines
\nthat special circumstances require an extension of time for processing the
\nclaim, the Administrative Committee or its designee shall be allowed an
\nextension of time not to exceed 90 days from the end of the initial period and
\nshall so notify the claimant in writing prior to the termination of the initial
\n90-day period, and shall indicate the special circumstances requiring an
\nextension of time and the date by which to expect the benefit determination. In
\nthe event the claim is wholly or partially denied, such notification shall:<\/p>\n

(1) state the specific reason or reasons for the denial;<\/p>\n

(2) make reference to the specific provisions of the Plan upon which the
\ndenial is based;<\/p>\n

(3) provide a description of any additional material or information necessary
\nfor the claimant to perfect the claim and an explanation of why such material or
\ninformation is necessary;<\/p>\n

(4) set forth the procedure by which the claimant may appeal the denial of
\nhis or her claim and the applicable time limitations; and<\/p>\n

(5) a statement of the claimant153s rights to bring a civil action under
\nsection 502(a) of ERISA following an adverse benefit determination on appeal.\n<\/p>\n

45<\/p>\n

\n

(b) Review of Denial<\/u>. In the event a claimant wishes to appeal the
\ndenial of his claim, the claimant (or his or her authorized representative) may
\nrequest a review of such denial by making application in writing to the
\nAdministrative Committee within 60 days after receipt of such denial. Such
\nreview will take into account all comments, documents, records, and other
\ninformation submitted by the claimant relating to the claim, without regard to
\nwhether such information was submitted or considered in the initial benefit
\ndetermination. Such claimant (or his or her duly authorized representative) may,
\nupon written request to the Administrative Committee and free of charge, have
\nreasonable access to, and copies of, all documents, records, and other
\ninformation relevant to the claim for benefits. In addition, the claimant or his
\nauthorized representative may submit to the Administrative Committee written
\ncomments, documents, records and other information related to the claim for
\nbenefits. Appeals not timely filed shall be barred. Within 60 days after receipt
\nof a written appeal, the Administrative Committee shall make a determination and
\nnotify the claimant of its final decision. If the Administrative Committee
\ndetermines that special circumstances require an extension of time for
\nprocessing the claim, the Administrative Committee shall be allowed an extension
\nof time of up to an additional 60 days and shall so notify the claimant in
\nwriting (prior to the end of the initial period) the reason or reasons for such
\nextension and the date by which a decision is expected. The final decision on
\nreview shall contain:<\/p>\n

(1) specific reasons therefor;<\/p>\n

(2) reference to the specific Plan provisions upon which it is based;<\/p>\n

(3) a description of the claimant153s right to receive, upon written request
\nand free of charge, reasonable access to, and copies of, all documents, records,
\nand other information relevant to the claim for benefits;<\/p>\n

(4) a description of any voluntary appeals procedures offered by the Plan;
\nand<\/p>\n

(5) a statement of the claimant153s rights to bring a civil action under
\nsection 502(a) of ERISA.<\/p>\n

If the Administrative Committee has not exceeded the time limitations set
\nforth in this Section 12.11, the decision shall be final and conclusive on all
\npersons claiming benefits under the Plan, subject to applicable law. If the
\nclaimant challenges the decision of the Administrative Committee, a review by a
\ncourt of law shall be limited to the facts, evidence, and issues presented
\nduring the claims and appeals procedure set forth above. The claims and appeals
\nprocess described herein must be exhausted before the claimant can pursue the
\nclaim in federal court. Facts and evidence that become known to the claimant
\nafter having exhausted the review procedure may be submitted for reconsideration
\nof the review decision in accordance with the time limits established above.
\nIssues not raised during the review process shall be deemed waived.<\/p>\n

46<\/p>\n

\n

(c) Exhaustion of Claims Procedures and Time Period for Bringing a
\nLawsuit<\/u>. A claim or action (1) to recover benefits allegedly due under the
\nprovisions of the Plan or by reason of any law (including, without limitation, a
\ncivil action under Section 502(a) of ERISA), (2) to enforce rights under the
\nPlan, (3) to clarify rights to future benefits under the Plan, or (4) any other
\nclaim or action that relates to the Plan and seeks a remedy, ruling, or judgment
\nof any kind against the Plan or a Plan fiduciary or party in interest may not be
\nfiled in any court until the claimant has exhausted the Plan153s claim and appeal
\nprocess for any and all reasons the claimant believes his claim should be
\napproved. In addition, any such claim or action must be filed no later than one
\nyear after, as appropriate, the earliest to occur of the following: the date the
\nfirst benefit payment was made or due, the date the Administrative Committee or
\nits delegate first denied the claimant153s request on appeal, or the earliest date
\nthe claimant knew or should have known the material facts on which such claim or
\naction is based. Any claim or action filed after the end of this one-year period
\nshall be time-barred.<\/p>\n

ARTICLE XIII<\/p>\n

AMENDMENT AND TERMINATION <\/u><\/p>\n

13.01 Amendment<\/u>. The Plan may be amended at any time and from time to
\ntime by or pursuant to a formal written action of the Board, the Compensation
\nCommittee of the Board, the Company153s Chief Financial Officer and the most
\nsenior Human Resources officer of the Company acting as a committee, or the Plan
\nManager, subject to the following restrictions:<\/p>\n

(a) the Plan Manager may make amendments only to the extent that they are
\nnecessary or appropriate to maintain the Plan153s compliance with the applicable
\nstatutes or regulations;<\/p>\n

(b) the Company153s Chief Financial Officer and most senior Human Resources
\nofficer of the Company acting as a committee may make amendments only to the
\nextent that the effect of the amendments results in an annual cost of less than
\n$1,000,000;<\/p>\n

(c) the Company153s Chief Executive Officer may make amendments only to the
\nextent that the effect of the amendments results in an annual cost less than
\n$25,000,000; and<\/p>\n

(d) the Compensation Committee of the Board may make amendments only to the
\nextent that the affect of the amendments results in an annual cost less than
\n$50,000,000.<\/p>\n

Notwithstanding the foregoing, however, to the extent that the Company153s
\nCorporate Delegation of Authority Chart or other action of the Board modifies
\nthe amendatory authority described in the preceding sentence, the Plan shall be
\ndeemed to have been amended in accordance with the Delegation of Authority Chart
\nor such Board action. In no event shall an amendment be effective to the extent
\nthat it has the effect of decreasing the balance of a Participant153s Account or
\neliminating an optional form of<\/p>\n

47<\/p>\n

\n

benefit payment for benefits attributable to service before the later of the
\ndate the amendment is adopted or the date it becomes effective, except to the
\nextent permissible under section 411(d)(6) of the Code and the regulations
\nthereunder. If the vesting schedule of the Plan is amended, the nonforfeitable
\ninterest of a Participant in his Accounts, determined as of the later of the
\ndate the amendment is adopted or the date it becomes effective, shall not be
\nless than the Participant153s nonforfeitable interest in his Accounts determined
\nwithout regard to such amendment. If the Plan153s vesting schedule is amended,
\neach Participant with three or more Years of Service may elect to have the
\nnonforfeitable percentage of his Accounts computed under the Plan without regard
\nto such amendment. The Participant153s election shall be made within 60 days after
\nthe latest of (1) the date the amendment is adopted, (2) the date the amendment
\nbecomes effective, or (3) the date the Participant is given written notice of
\nthe amendment by the Board or the Trustee.<\/p>\n

13.02 Termination or Partial Termination<\/u>.<\/p>\n

(a) Right to Terminate Reserved<\/u>. While the Company intends to continue
\nthe Plan indefinitely, it reserves the right to terminate the Plan at any time
\nby formal written action of the Board. Further, any Employer may, at any time
\nfor any reason, withdraw from participation in the Plan, in whole or in part, by
\naction of its governing board.<\/p>\n

(b) Treatment of Participants Upon Termination<\/u>. If the Plan is
\nterminated or partially terminated, Accrued Benefits of the Participants
\naffected thereby shall immediately vest and be nonforfeitable, to the extent
\nfunded. No employees of such Employer who are not then Participants may
\nthereafter be admitted to the Plan, and the Employer shall make no further
\ncontributions to the Fund.<\/p>\n

(c) Liability of Employer<\/u>. The Employer shall have no liability in
\nrespect of payment under the Plan, except to pay over to the Trustee the
\ncontributions otherwise required under the Plan, and each Participant, his
\nBeneficiary or alternate payee shall look solely to the Trust for distribution
\nof benefits under the Plan.<\/p>\n

(d) Successor Employers<\/u>. Unless this Plan is terminated earlier, a
\nsuccessor employer of the Employees of the Employer may continue this Plan and
\nTrust by joining with the Trustee in executing an appropriate supplemental
\nagreement. Such successor employer shall ipso facto succeed to all the rights,
\npowers, and duties of the Employer hereunder. In such event, the Plan shall not
\nbe deemed to have terminated and the employment of any Employee who is continued
\nin the employ of such successor Employer shall be deemed not to have been
\nterminated or severed for any purposes hereunder.<\/p>\n

48<\/p>\n

\n

ARTICLE XIV<\/p>\n

MISCELLANEOUS <\/u><\/p>\n

14.01 Merger, Consolidation or Transfer of Assets or Liabilities<\/u>. The
\nCompany reserves the right to merge or consolidate the Plan with any other
\ndefined contribution plan qualified under section 401(a) of the Code, or to
\ntransfer Plan assets or liabilities to any other qualified defined contribution
\nplan, provided that the amount standing to the credit of each Participant153s,
\nBeneficiary153s and alternate payee153s Accounts immediately after any such merger,
\nconsolidation or transfer of assets or liabilities shall be at least equal to
\nthe amount standing to the credit of the Participant153s, Beneficiary153s and
\nalternate payee153s Accounts immediately before such merger, consolidation or
\ntransfer, determined as if the Plan had then terminated.<\/p>\n

14.02 Limited Purpose of Plan<\/u>. The establishment or existence of the
\nPlan shall not confer upon any Employee the right to be continued as an
\nEmployee. The Employer expressly reserves the right to discharge any Employee
\nwhenever in its judgment its best interests so require.<\/p>\n

14.03 Nonalienation<\/u>. No benefit payable under the Plan shall be
\nsubject in any manner to anticipation, assignment, or voluntary or involuntary
\nalienation. This Section 14.03 shall not preclude the Trustee from complying
\nwith the terms of (a) a Qualified Domestic Relations Order, (b) a federal tax
\nlevy made pursuant to section 6331 of the Code, (c) subject to section
\n401(a)(13) of the Code, a judgment relating to the Participant153s conviction of a
\ncrime involving the Plan, or (d) subject to section 401(a)(13) of the Code, a
\njudgment, order, decree, or settlement agreement between the Participant and the
\nUnited States Department of Labor relating to a violation (or an alleged
\nviolation) of part 4 subtitle B of Title I of ERISA.<\/p>\n

14.04 General Distribution Requirements<\/u>. All distributions under the
\nPlan shall be determined and made in accordance with the minimum distribution
\nincidental death benefit requirements of the regulations under section 401(a)(9)
\nof the Code. Effective prior to January 1, 2003, all distributions shall be
\ndetermined and made in accordance with the minimum distribution requirements of
\nthe regulations under section 401(a)(9) of the Code that were proposed in 1987,
\nincluding the minimum distribution incidental benefit requirement of section
\n1.401(a)(9)-2 of the proposed regulations. Effective January 1, 2003, all
\ndistributions shall be determined and made in accordance with the final
\nregulations promulgated under section 401(a)(9) of the Code, including the
\nminimum distribution incidental benefit requirement of Q&A-1(d) of section
\n1.401(a)(9)-5 of the final regulations; provided, however, that the amount of
\nany payments made to a Participant with a Benefit Commencement Date prior to
\nJanuary 1, 2003 shall not be decreased by the application of the final
\nregulations.<\/p>\n

14.05 Facility of Payment<\/u>. If the Plan Manager, in his sole
\ndiscretion, deems a Participant, Beneficiary or alternate payee who is entitled
\nto receive any payment hereunder to be incompetent to receive the same by reason
\nof age, illness, infirmity or incapacity of any kind, the Plan Manager may
\ndirect the Trustee to apply such payment directly for the benefit of such
\nperson, or to make payment to any person selected by the Plan Manager to
\ndisburse the same for the benefit of the Participant, Beneficiary or alternate
\npayee. Payments made pursuant to this Section 14.05 shall operate as a
\ndischarge, to the extent thereof, of all liabilities of the Employer, the
\nTrustee, the Administrative Committee, the Plan Manager and the Fund to the
\nperson for whose benefit the payments are made.<\/p>\n

49<\/p>\n

\n

14.06 Impossibility of Diversion<\/u>. All Plan assets shall be held as
\npart of the Fund until paid to satisfy allowable Plan expenses or to provide
\nbenefits to Participants, their Beneficiaries or alternate payees. It shall be
\nimpossible, unless Section 4.10, 14.07 or 14.10 applies, for any part of the
\nfund to be used for, or diverted to, purposes other than the exclusive benefit
\nof the Participants, their Beneficiaries or alternate payees or the payment of
\nthe reasonable expenses of the administration of the Plan or of the Fund or
\nboth, and the Fund shall continue for such time as may be necessary to
\naccomplish the purposes for which it was established.<\/p>\n

14.07 Unclaimed Benefits<\/u>. If a Participant or Beneficiary to whom a
\nbenefit is payable under the Plan cannot be located following a reasonable
\neffort to do so by the Trustee, such benefit shall be forfeited but shall be
\nreinstated if a claim therefor is filed by the Participant, Beneficiary or
\nalternate payee.<\/p>\n

14.08 Benefit Offsets for Overpayments<\/u>. If a Participant, Beneficiary
\nor alternate payee receives benefits hereunder for any period in excess of the
\namount of benefits to which he was entitled under the applicable terms of the
\nPlan, such overpayment shall be offset against current or future benefit
\npayments, as applicable, until such time as the overpayment is entirely recouped
\nby the Plan, as determined by the Plan Manager in his sole discretion.<\/p>\n

14.09 Contingent Effectiveness of Plan Amendment and Restatement<\/u>. The
\neffectiveness of this amendment and restatement of the Plan shall be subject to
\nand contingent upon a determination by the District Director of the Internal
\nRevenue Service that the Plan and Trust continue to be qualified under the
\napplicable provisions of the Code, so that the contributions by the Employer are
\ndeductible when made and the Trust continues to be exempt from federal income
\ntax. If the District Director determines that the amendment and restatement
\nadversely affect the existing qualified status of the Plan and Trust, then, upon
\nnotice to the Trustee, the Board shall have the right further to amend the Plan
\nor to rescind the amendment and restatement.<\/p>\n

14.10 Controlling Law<\/u>. The Plan shall be construed and enforced in
\naccordance with the laws of the Commonwealth of Pennsylvania, without regard to
\nany choice of law provisions, to the extent not preempted by federal law, which
\nshall otherwise control.<\/p>\n

IN WITNESS WHEREOF, and as evidence of the adoption of the Plan as amended
\nand restated herein, Unisys Corporation has caused this instrument to be
\nexecuted by its duly authorized representatives.<\/p>\n

50<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

UNISYS CORPORATION:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Patricia A. Bradford<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Patricia A. Bradford<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n\n

December 20, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Janet Brutschea Haugen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Janet Brutschea Haugen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n\n

December 20, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

51<\/p>\n

\n

APPENDIX A <\/strong><\/p>\n

PARTICIPATING AFFILIATES <\/u><\/strong><\/p>\n

(EFFECTIVE JANUARY 1, 2007) <\/strong><\/p>\n

Unisys Corporation<\/p>\n

Unisys Unigen Corporation<\/p>\n

Unisys European Services Ltd.<\/p>\n

Unisys Latin America and Caribbean Headquarters<\/p>\n

Unisys Holding Corporation<\/p>\n

Convergent, Inc.<\/p>\n

Unisys NPL, Inc.<\/p>\n

Unisys Funding Corporation I<\/p>\n

Unisys AP Investment Company I<\/p>\n

Unisys Africa Holding, Inc.<\/p>\n

Unisys CEE, Inc.<\/p>\n

52<\/p>\n

\n

APPENDIX B <\/strong><\/p>\n

This Addendum amends and supplements the Plan to reflect relief granted by
\nthe Internal Revenue Service as well as relief granted under the Katrina
\nEmergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of 2005 for
\ncertain individuals affected by Hurricanes Katrina, Rita and Wilma.<\/p>\n

I. Definitions<\/u>. For purposes of this Addendum, the following
\ndefinitions apply:<\/p>\n

1.1 “Eligible Retirement Plan” means a qualified retirement plan, such as the
\nPlan, a 403(a) annuity, a 403(b) annuity, a 457 governmental plan or an
\nindividual retirement account or annuity that accepts rollovers.<\/p>\n

1.2 “Qualified Hurricane Katrina Participant” means an individual whose
\nprincipal place of residence on August 28, 2005 was located in the Hurricane
\nKatrina disaster area and who has sustained an economic loss by reason of
\nHurricane Katrina.<\/p>\n

1.3 “Qualified Hurricane Rita Participant” means an individual whose
\nprincipal place of residence on September 23, 2005 was located in the Hurricane
\nRita disaster area and who has sustained an economic loss by reason of Hurricane
\nRita.<\/p>\n

1.4 “Qualified Hurricane Wilma Participant” means an individual whose
\nprincipal place of residence on October 23, 2005 was located in the Hurricane
\nWilma disaster area and who has sustained an economic loss by reason of
\nHurricane Wilma.<\/p>\n

1.5 “Qualified Hurricane Katrina Distribution” means a distribution from an
\nEligible Retirement Plan made on or after August 25, 2005, and before January 1,
\n2007, to a Qualified Hurricane Katrina Participant.<\/p>\n

1.6 “Qualified Hurricane Rita Distribution” means a distribution from an
\nEligible Retirement Plan made on or after September 23, 2005, and before January
\n1, 2007, to a Qualified Hurricane Rita Participant.<\/p>\n

1.7 “Qualified Hurricane Wilma Distribution” means a distribution from an
\nEligible Retirement Plan made on or after October 23, 2005, and before January
\n1, 2007, to a Qualified Hurricane Wilma Participant.<\/p>\n

II. Distributions<\/u>.<\/p>\n

2.1 Any Qualified Hurricane Katrina Distribution, Qualified Hurricane Rita
\nDistribution or Qualified Hurricane Wilma Distribution, as applicable, made to a
\nParticipant pursuant to this Addendum shall not exceed the lesser of (1)
\n$100,000 or (2) the vested portion of such Participant153s Account balance,
\nwhether or not such Participant has otherwise satisfied the requirements to
\nreceive a distribution under the Plan. However, any such distribution from this
\nor any other Eligible Retirement Plan of the Company shall not, in the
\naggregate, exceed $100,000.<\/p>\n

53<\/p>\n

\n

2.2 Any portion of a Qualified Hurricane Katrina Distribution, Qualified
\nHurricane Rita Distribution or Qualified Hurricane Wilma Distribution, as
\napplicable, made to a Participant pursuant to this Addendum may be repaid by
\nsuch Participant at any time during the three-year period beginning on the day
\nafter the date on which such Participant received the distribution. The
\nrepayment may be made to any Eligible Retirement Plan, regardless of the plan
\nfrom which the distribution was received.<\/p>\n

III. Loans<\/u>.<\/p>\n

3.1 A Qualified Hurricane Katrina Participant, a Qualified Hurricane Rita
\nParticipant or a Qualified Hurricane Wilma Participant may obtain a loan from
\nthe Plan (after taking into account the outstanding balance of other loans) in
\nan amount equal to the lesser of $100,000 or 100 percent of the vested portion
\nof the Participant153s Account (less the highest value of all other outstanding
\nloans in the prior 12 months).<\/p>\n

3.2 Any loan repayment otherwise due on or after (1) August 25, 2005 through
\nDecember 31, 2006 in the case of a Qualified Hurricane Katrina Participant, (2)
\nSeptember 23, 2005 through December 31, 2006 in the case of a Qualified
\nHurricane Rita Participant or (3) October 23, 2005 through December 31, 2006 in
\nthe case of a Qualified Hurricane Wilma Participant shall be delayed for one
\nyear. After the one-year delay, such Participant153s loan repayments shall be
\nadjusted to reflect the delayed repayments and unpaid interest. The loan
\nrepayment term shall be extended by one year regardless of whether such
\nextension would cause the loan original loan term to extend beyond five years in
\nthe case of loan not used to purchase a Participant153s principal residence.<\/p>\n

IV. Hardship Withdrawals<\/u>.<\/p>\n

4.1 A Qualified Hurricane Katrina Participant who obtained a hardship
\nwithdrawal from the Plan after February 28, 2005 and before August 29, 2005 for
\npurchase or construction of a principal residence that was not finalized because
\nit was in an area affected by Hurricane Katrina shall be permitted to repay all
\nor a portion of such distribution to an Eligible Retirement Plan on or before
\nFebruary 28, 2006.<\/p>\n

4.2 A Qualified Hurricane Rita Participant who obtained a hardship withdrawal
\nfrom the Plan after February 28, 2005 and before September 24, 2005 for purchase
\nor construction of a principal residence that was not finalized because it was
\nin an area affected by Hurricane Rita shall be permitted to repay all or a
\nportion of such distribution to an Eligible Retirement Plan on or before
\nFebruary 28, 2006.<\/p>\n

4.3 A Qualified Hurricane Wilma Participant who obtained a hardship
\nwithdrawal from the Plan after February 28, 2005 and before October 24, 2005 for
\npurchase or construction of a principal residence that was not finalized because
\nit was in an area affected by Hurricane Wilma shall be permitted to repay all or
\na portion of such distribution to an Eligible Retirement Plan on or before
\nFebruary 28, 2006.<\/p>\n

54<\/p>\n

\n

4.4 In the case of a Qualified Hurricane Katrina Participant or a Participant
\nwho is not a Qualified Hurricane Katrina Participant but who either (1)
\nmaintained principal residence in an area affected by Hurricane Katrina, (2) had
\nhis principal place of employment in an area affected by Hurricane Katrina, or
\n(3) had lineal descendants or ascendants, a spouse or other dependents whose
\nprincipal residence or place of employment was in an area affected by Hurricane
\nKatrina, any distribution on account of Hurricane Katrina shall be deemed to be
\na hardship withdrawal, provided such distribution is made on or after August 29,
\n2005, and no later than March 31, 2006. Furthermore, the Plan153s six-month
\nsuspension requirement on contributions following a hardship withdrawal shall
\nnot apply.<\/p>\n

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