As filed with the Securities and Exchange Commission on January 5, 2009
                                                  Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                       38-0387840
(State of Incorporation)                 (I.R.S. Employer Identification No.)

                                   Unisys Way
                         Blue Bell, Pennsylvania 19424
                                 (215) 986-4011
                    (Address of principal executive offices)

                              UNISYS SAVINGS PLAN
                            (Full title of the Plan)

                             NANCY STRAUS SUNDHEIM
                             Senior Vice President,
                          General Counsel and Secretary
                               Unisys Corporation
                                   Unisys Way
                           Blue Bell, Pennsylvania 19424
                                 (215) 986-4008
                     (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE

Indicate by check mark whether the registrant is a large accelerated filer, 
an accelerated filer, a non-accelerated filer, or a smaller reporting 
company.  See the definitions of "large accelerated filer," "accelerated 
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
  Large accelerated filer [x]                   Accelerated filer []

  Non-Accelerated filer []                      Smaller reporting company []
(Do not check if a smaller reporting company)


<TABLE>
=================================================================================================
<CAPTION>

Title of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount of
      to be               to be           Offering Price       Aggregate Offering   Registration
    Registered          Registered (1)     per Share (2)           Price (2)             Fee
-------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                      <C>                <C>
Common Stock,           50,000,000         $0.755                   $37,750,000        $1,483.58
par value $.01            shares
per share
=================================================================================================
</TABLE>


(1) All of the shares being registered hereby represent shares that are 
currently outstanding and that the company anticipates will be purchased in the 
open market by the Plan's trustee on behalf of Plan participants who elect to 
invest in the Unisys Common Stock Fund offered under the Plan.

(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the 
purpose of calculating the registration fee, based upon the average of the 
reported high and low sales prices for a share of Common Stock on 
December 29, 2008, as reported on the New York Stock Exchange.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the Unisys Savings Plan.




<PAGE>
Page 2



            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information  *

Item 2.   Registrant Information and Employee Plan Annual Information  *

    *  Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted from this Registration Statement in accordance with Rule 
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents have been filed with the Securities and Exchange 
Commission and are incorporated by reference in this Registration Statement:

     (a) The Company's latest annual report filed pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

     (b) The Plan's latest annual report filed pursuant to Section 13(a) or 
15(d) of the Exchange Act;

     (c) All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year covered by the annual report 
referred to in (a) above;

     (d) The description of the Common Stock of the Company contained in a 
registration statement filed under the Exchange Act, including any amendment 
or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment that indicates that all securities offered hereby 
have been sold or that deregisters all securities then remaining unsold, shall 
be deemed to be incorporated by reference herein and to be part hereof from the 
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") provides 
for, among other things: 

     (a) permissive indemnification for expenses, judgments, fines and amounts 
paid in settlement actually and reasonably incurred by designated persons, 
including directors and officers of a corporation, in the event such persons 
are parties to litigation other than stockholder derivative actions if certain 
conditions are met; 

     (b) permissive indemnification for expenses actually and reasonably 
incurred by designated persons, including directors and officers of a 
corporation, in the event such persons are parties to stockholder derivative 
actions if certain conditions are met; 

     (c) mandatory indemnification for expenses actually and reasonably 
incurred by designated persons, including directors and officers of a 
corporation, in the event such persons are successful on the merits or 
otherwise in litigation covered by (a) and (b) above; and 

     (d) that the indemnification provided for by Section 145 shall not be 
deemed exclusive of any other rights which may be provided under any by-law, 
agreement, stockholder or disinterested director vote, or otherwise. 

     The Company's Certificate of Incorporation provides that a director of the 
Company shall not be personally liable to the Company or its stockholders for 
monetary damages for breach of fiduciary duty as a director except for 
liability (a) for any breach of the director's duty of loyalty to the Company 
or its stockholders, (b) for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, (c) for paying a 
dividend or approving a stock repurchase in violation of Section 174 of the 
DGCL or (d) for any transaction from which the director derived an improper 
personal benefit. 

     The Certificate of Incorporation also provides that each person who was or 
is made a party to, or is involved in, any action, suit or proceeding by reason 
of the fact that he or she is or was a director or officer of the Company (or 
was serving at the request of the Company as a director, officer, employee or 
agent for another entity) shall be indemnified and held harmless by the Company,
to the fullest extent authorized by the DGCL, as in effect (or, to the extent 
indemnification is broadened, as it may be amended) against all expense, 
liability or loss reasonably incurred by such person in connection therewith.  
The Certificate of Incorporation further provides that such rights to 
indemnification are contract rights and shall include the right to be paid by 
the Company the expenses incurred in defending the proceedings specified above, 
in advance of their final disposition, provided that, if the DGCL so requires, 
such payment shall only be made upon delivery to the Company by the indemnified 
party of an undertaking to repay all amounts so advanced if it shall ultimately 
be determined that the person receiving such payment is not entitled to be 
indemnified.  Persons so indemnified may bring suit against the Company to 
recover unpaid amounts claimed thereunder, and if such suit is successful, 
the expense of bringing such suit shall be reimbursed by the Company.  The 
Certificate of Incorporation provides that the right to indemnification and to 
the advance payment of expenses shall not be exclusive of any other right which 
any person may have or acquire under any statute, provision of the Company's 
Certificate of Incorporation or By-Laws, or otherwise. By resolution effective 
September 16, 1986, the Board of Directors extended the right to indemnification
provided directors and officers by the Certificate of Incorporation to 
employees of the Company. The Certificate of Incorporation also provides that
the Company may maintain insurance, at its expense, to protect itself and any
of its directors, officers, employees or agents against any expense,
liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL. 



<PAGE> 4

     On April 28, 1988, at the Company's 1988 Annual Meeting of Stockholders, 
the stockholders authorized the Company to enter into indemnification 
agreements ("Indemnification Agreements") with its directors, and such 
Indemnification Agreements have been executed with each of the directors of the 
Company. The Indemnification Agreements provide that the Company shall, except 
in certain situations specified below, indemnify a director against any expense,
liability or loss (including attorneys' fees, judgments, fines, ERISA excise 
taxes or penalties and amounts paid in settlement) incurred by the director in 
connection with any actual or threatened action, suit or proceeding (including 
derivative suits) in which the director may be involved as a party or otherwise,
by reason of the fact that the director is or was serving in one or more 
capacities as a director or officer of the Company or, at the request of the 
Company, as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust, employee benefit plan or other entity or 
enterprise. 

     The Indemnification Agreements require indemnification except to the 
extent (a) payment for any liability is made under an insurance policy 
provided by the Company, (b) indemnification is provided by the Company under 
the Certificate of Incorporation or By-Laws, the DGCL or otherwise than pursuant
to the Indemnification Agreement, (c) the liability is based upon or 
attributable to the director gaining any personal pecuniary profit to which 
such director is not legally entitled or is determined to result from the 
director's knowingly fraudulent, dishonest or willful misconduct, (d) the 
liability arises out of the violation of certain provisions of the Securities 
Exchange Act of 1934 or (e) indemnification has been determined not to be 
permitted by applicable law. 

     The Indemnification Agreements further provide that, in the event of a 
Potential Change in Control (as defined therein), the Company shall cause to be 
maintained any then existing policies of directors' and officers' liability 
insurance for a period of six years from the date of a Change in Control (as 
defined therein) with coverage at least comparable to and in the same amounts 
as that provided by such policies in effect immediately prior to such Potential 
Change in Control.  In the event of a Potential Change in Control, the 
Indemnification Agreements also provide for the establishment by the Company 
of a trust (the "Trust"), for the benefit of each director, upon the written 
request by the director.  The Trust shall be funded by the Company in amounts 
sufficient to satisfy any and all liabilities reasonably anticipated at the 
time of such request, as agreed upon by the director and the Company. 

     The Indemnification Agreements also provide that no legal actions may be 
brought by or on behalf of the Company, or any affiliate of the Company, 
against a director after the expiration of two years from the date of accrual 
of such cause of action, and that any claim or cause of action of the Company 
or its affiliate shall be extinguished and deemed released unless asserted by 
the timely filing of a legal action within such two year period. 

     The directors and officers of the Company are insured against certain 
civil liabilities, including liabilities under federal securities laws, which 
might be incurred by them in such capacity. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable


Item 8.   Exhibits

See the Exhibit Index which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement: 

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933 (the "Securities Act"), unless the information required 
to be included in such post-effective amendment is contained in a periodic 
report filed by the Company pursuant to Section 13 or Section 15(d) of the 
Exchange Act and incorporated herein by reference; 

(ii) To reflect in the prospectus any facts or events arising after the 
effective date of the Registration Statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the Registration Statement, 
unless the information required to be included in such post-effective amendment 
is contained in a periodic report filed by the Company pursuant to Section 13 
or Section 15(d) of the Exchange Act and incorporated herein by reference; 

(iii) To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement; 

(b) That, for the purpose of determining any liability under the Securities 
Act, each such post-effective amendment shall be deemed to be a new 
Registration Statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof; 

(c) To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering; 

(d) That, for purposes of determining any liability under the Securities Act, 
each filing of the Company's annual report pursuant to Section 13(a) or 
Section 15(d) of the Exchange Act (and, where applicable, each filing of the 
Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be deemed to be a 
new Registration Statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof; 

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the provisions described in Item 6 above, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable. In the event a claim 
for indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted against the registrant by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final adjudication 
of such issue.



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Township of Whitpain, Commonwealth of 
Pennsylvania, on January 5, 2009.

                                   UNISYS CORPORATION

                                   By:  /s/ J. Edward Coleman
                                       -----------------------
                                       J. Edward Coleman
                                       Chairman of the Board and 
                                       Chief Executive Officer


                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes 
J. Edward Coleman, Janet Brutschea Haugen, Nancy Straus Sundheim and Scott A. 
Battersby, and each of them, with full power of substitution and full power 
to act without the other, his or her true and lawful attorney-in-fact and 
agent in his or her name, place and stead, to execute in the name and on 
behalf of such person, individually and in each capacity stated below, any 
and all amendments (including post-effective amendments) to this Registration 
Statement and all documents relating thereto, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, and generally to do all such things in 
his or her name and on his or her behalf in his or her respective capacities 
as officers or directors of Unisys Corporation to comply with the provisions 
of the Securities Act of 1933, as amended, and all requirements of the 
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on January 5, 2009.


Signature                                                Title
---------                                                -----

/s/ J. Edward Coleman                        Chairman of the Board, Chief 
-----------------------                      Executive Officer (principal 
J. Edward Coleman                            executive officer) and Director 

/s/ Janet Brutschea Haugen                   Senior Vice President and Chief
--------------------------                   Financial Officer (principal 
Janet Brutschea Haugen                       financial officer)

/s/ Scott Hurley                             Vice President and Corporate 
----------------------                       Controller (principal accounting 
Scott Hurley                                 officer)

                                             Lead Director 
-------------------   
Henry C. Duques

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

                                             Director
-------------------
Craig A. Conway

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

                                             Director
----------------------
Matthew J. Espe

/s/ Denise K. Fletcher                       Director
----------------------
Denise K. Fletcher

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

/s/ Clayton M. Jones                         Director
----------------------
Clayton M. Jones

/s/ Leslie F. Kenne                          Director
----------------------
Leslie F. Kenne

/s/ Clay B. Lifflander                       Director
----------------------
Clay B. Lifflander

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin

                                             Director
----------------------
Charles B. McQuade





<PAGE>
Page 5


                                 EXHIBIT INDEX


Exhibit 
   No. 
-------
4.1               Restated Certificate of Incorporation of Unisys 
                  Corporation (incorporated by reference to Exhibit 3.1 to 
                  Unisys Corporation's Quarterly Report on Form 10-Q for 
                  the quarterly period ended September 30, 1999).

4.2               By-Laws of Unisys Corporation, as amended through 
                  December 6, 2007 (incorporated by reference to Exhibit 3 
                  to Unisys Corporation's Current Report on Form 8-K filed 
                  on December 11, 2007).

4.3               Unisys Corporation Savings Plan, amended and restated 
                  effective January 1, 2009 

5                 Internal Revenue Service determination letter with respect to 
                  the qualification of the Unisys Savings Plan under Section 401
                  of the Internal Revenue Code.

23.1              Consent of Ernst & Young LLP, Independent Registered Public 
                  Accounting Firm

24                Power of Attorney (included on the signature page hereof)





                                          UNISYS CORPORATION
                                            SAVINGS PLAN
                                        Amended and Restated
                                       Effective January 1, 2009



<PAGE>

                                         TABLE OF CONTENTS

                                                               Page
ARTICLE I      HISTORY AND SCOPE                                 1
ARTICLE II     DEFINITIONS                                       2
ARTICLE III    ELIGIBILITY FOR PARTICIPATION                    13
ARTICLE IV     CONTRIBUTIONS                                    14
ARTICLE V      LIMITATIONS ON EMPLOYER CONTRIBUTIONS            19
ARTICLE VI     INVESTMENT AND VALUATION OF ACCOUNTS             25
ARTICLE VII    VESTING                                          29
ARTICLE VIII   AMOUNT OF BENEFITS                               30
ARTICLE IX     PAYMENT AND FORM OF BENEFITS                     31
ARTICLE X      WITHDRAWALS AND LOANS                            34
ARTICLE XI     SPECIAL PROVISIONS FOR TOP-HEAVY PLANS           38
ARTICLE XII    PLAN ADMINISTRATION                              39
ARTICLE XIII   AMENDMENT AND TERMINATION                        44
ARTICLE XIV    MISCELLANEOUS                                    45




<PAGE> 1

                             UNISYS CORPORATION
                                SAVINGS PLAN

                             Amended and Restated
                           Effective January 1, 2009


                                  ARTICLE I 
                               HISTORY AND SCOPE 

        1.01 History.  Unisys Corporation (formerly, Burroughs Corporation), 
adopted the Burroughs Plan, effective July 1, 1984.  Unisys Corporation is 
successor by merger to Sperry Corporation which, prior to such merger, 
established and maintained the Sperry Plan.  Effective April 1, 1988, the 
Burroughs Plan and Sperry Plan were merged to form the Plan.  The Plan is 
maintained for the benefit of eligible employees of Unisys Corporation and the 
eligible employees
 of its subsidiaries that adopt the Plan.

Effective October 1, 1990, the Company's CTIP was merged into the Plan.  
Effective November 30, 1992, the RIPII was merged into the Plan.  Effective 
March 31, 1996, the RIP was merged into the Plan.

Effective September 16, 2004, the BCC Retirement Plan was merged into the Plan.

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

The Plan was amended and restated, effective January 1, 2002, to bring the Plan 
into compliance with the Economic Growth and Tax Relief Reconciliation Act of 
2001, the Job Creation and Worker Assistance Act of 2002, and certain final 
regulations issued by the Department of Labor and the Department of Treasury.

The Plan was amended and restated, effective January 1, 2006, to reflect 
changes and clarifications related to the administration of the Plan.


<PAGE> 2

The Plan was amended and restated, generally effective January 1, 2007, to 
bring the Plan into compliance with certain final regulations issued under 
sections 401(k) and 401(m) of the Code, and to reflect certain provisions of 
the Pension Protection Act of 2006, hurricane relief provisions and certain 
design changes.

The Plan was amended and restated generally effective January 1, 2008, except 
as otherwise required by law or provided herein, to add additional 
participating subsidiaries, exclude employees of the Unisys Technical Services 
division of the Company, and to exclude certain paid, nonworking leave from 
compensation for Plan purposes.

The Plan is amended and restated generally effective January 1, 2009, except as
otherwise required by law or provided herein, to reflect certain requirements of
the Pension Protection Act of 2006 and the requirements of final regulations 
issued under section 415 of the Code.

        1.02 Effective Dates.  The original effective date of the Plan was 
April 1, 1988, the original effective date of the Plan.  This amendment and 
restatement of the Plan is generally effective January 1, 2009, except as 
otherwise required by law or provided herein.

        1.03 Rights Affected.  Unless provided to the contrary herein, the 
provisions of the Plan shall apply to Employees who are credited with an Hour 
of Service after December 31, 2008.

        1.04 Qualification Under the Internal Revenue Code.  It is intended 
that the Plan be a qualified plan within the meaning of section 401(a) of the 
Code and that the Trust be exempt from federal income taxation under the 
provisions of section 501(a) of the Code.

        1.05 Documents.  The Plan consists of the Plan document as set forth 
herein and any subsequent amendments thereto.

                                  ARTICLE II 
                                  DEFINITIONS

        The following words and phrases as used herein have the following 
meanings unless a different meaning is plainly required by the context:

        2.01 "Account" means a Participant's After-Tax Account, ESOP Account, 
GPEP Account, Regular Account, Tax Deferred Account, Tax Deductible 
Contribution Account, Qualified Nonelective ESOP Contribution Account, 
Qualified Nonelective Non-ESOP Contribution Account, or Rollover Account.

        2.02 "Actual Contribution Percentage" means, with respect to a Plan 
Year, the ratio (expressed as a percentage) of the sum of the amount of (a) 
Matching Contributions, (b) After-Tax Contributions, (c) Qualified Nonelective 
ESOP Contributions, and (d) Tax Deferred Contributions recharacterized as After-
Tax Contributions, made on behalf of the Participant for the Plan Year to the 
Participant's Testing Compensation for the Plan Year.


<PAGE> 3

        2.03 "Actual Deferral Percentage" means, with respect to a Plan Year, 
the ratio (expressed as a percentage) of the amount of Tax Deferred 
Contributions made pursuant to Section 4.01(a) and Qualified Nonelective Non-
ESOP Contributions made on behalf of the Participant for the Plan Year to the 
Participant's Testing Compensation for the Plan Year.

        2.04 "Administrative Committee" means the committee appointed in 
accordance with Section 12.02 which is responsible for the day-to-day 
administration of the Plan.

        2.05 "Affiliate" means any entity included with the Employer in (a) a 
controlled group of employers or trades or businesses within the meaning of 
section 414(b) or 414(c) of the Code; (b) an affiliated service group within 
the meaning of section 414(m) of the Code; or (c) a group required to be 
aggregated pursuant to the regulations under section 414(o) of the Code; 
provided that any such employer shall be included within the term "Affiliate" 
only while a member of a group including the Employer.  For purposes of Section 
5.05, whether a member of a controlled group is an Affiliate shall be 
determined under section 1563(a) of the Code (as incorporated through 
application of sections 414(b) and (c) of the Code) by substituting "50%" for 
"80%" everywhere it appears in section 1563(a) of the Code.

        2.06 "After-Tax Account" means a Participant's account to which are 
credited After-Tax Contributions, if any, and earnings and losses thereon.

        2.07 "After-Tax Contribution" means a contribution made by (a) an 
Employee who is employed by an Employer domiciled in Puerto Rico in accordance 
with a Participant's salary reduction agreement pursuant to Section 4.02(b), 
(b) an Employee with respect to a Plan Year beginning before January 1, 1989.

        2.08 "Aggregation Group" means the group of qualified plans sponsored 
by the Employer or by an Affiliate formed by including in such group (a) all 
such plans in which a Key Employee participates in the Plan Year containing the 
Determination Date, or any of the four preceding Plan Years, including any 
frozen or terminated plan that was maintained within the five-year period 
ending on the Determination Date, (b) all such plans which enable any plan 
described in clause (a) to meet the requirements of either section 401(a)(4) of 
the Code or section 410 of the Code, and (c) such other qualified plans 
sponsored by the Employer or an Affiliate as the Employer elects to include in 
such group, as long as the group, including those plans electively included, 
continues to meet the requirements of sections 401(a)(4) and 410 of the Code.

        2.09 "Associated Company" means any entity that is not a member of a 
controlled group of corporations within the meaning of section 1563(a) of the 
Code (as incorporated through application of sections 414(b) and (c) of the 
Code), of which the Company is the common parent, but which would be a member of
such controlled group of corporations if "50%" were substituted for "80%" 
everywhere it appears in section 1563(a) of the Code.


<PAGE> 4

        2.10 "BCC" means Baesch Computer Consulting.

        2.11 "Beneficiary" means (a) the Participant' s Spouse, or (b) the 
person, persons or trust designated by the Participant, with the consent of his 
Spouse, if any, as direct or contingent beneficiary.  In order to be valid, the 
Spouse's consent to a Beneficiary other than or in addition to the 
Participant's Spouse, must be in writing, must consent to the specific 
Beneficiary designated, must acknowledge the effect of such consent, and must 
be witnessed by a Plan representative or notary public.  If the Participant has 
no Spouse and no effective beneficiary designation, his Beneficiary shall be 
the first of the following classes in which there is any person surviving the 
Participant: (a) the Participant's children, (b) the Participant's parents, and 
(c) the Participant's brothers and sisters.  Unless otherwise provided in the 
applicable Beneficiary form, if the Participant has no spouse, if none of the 
foregoing classes include a person surviving the Participant, the Participant's 
Beneficiary shall be his estate.

        2.12 "Benefit Commencement Date" means the first day on which all 
events have occurred that entitle a Participant to the benefit.

        2.13 "Board" means the Board of Directors of the Company.

        2.14 "Burroughs Plan" means the Burroughs Employees Savings Thrift 
Plan, as in effect on March 30, 1988.

        2.15 "Code" means the Internal Revenue Code of 1986, as amended.

        2.16 "Company" means Unisys Corporation.

        2.17 "Compensation" means a Participant's wages or salary paid by an 
Employer to an Employee, including amounts deducted in accordance with sections 
125 or 401(k) of the Code, overtime pay, shift differentials, overseas hardship 
and war risk premiums, temporary promotional supplements, payments for accrued 
but unused vacation, commissions paid under the terms of a written ongoing 
sales commission plan, and paid bonuses paid under the terms of a written 
ongoing bonus plan approved as such by the Administrative Committee, but 
excluding any amounts received by an Employee while he is not a Participant, 
and any other deferred compensation.  A Participant's Compensation shall not 
exceed the dollar limitation in effect under section 401(a)(17) of the Code 
with respect to any Plan Year.  Effective January 1, 2001, "Compensation" shall 
include amounts deducted from a Participant's wages or salary in accordance 
with section 132(f)(4) of the Code.  Notwithstanding the foregoing, any amounts 
deducted on a pre-tax basis for group health coverage because the Participant 
is unable to certify that he or she has other health coverage, so long as the 
Employer does not otherwise request or collect information regarding the 
Participant's other health coverage as part of the enrollment process for the 
Employer's health plan, shall be included as Compensation.  Effective 
January 1, 2007, "Compensation" shall not include payments for "garden leave 
payments."  For purposes of this Section 2.17, "garden leave payments" are 
certain amounts negotiated under a Participant's termination agreement that 
are paid during periods when no services are performed by such Participant.  
Effective for Plan Years beginning after December 31, 2007, Compensation for 
purposes of this paragraph shall not include any amounts that are excluded from 
the definition of compensation set forth in section 415(c)(3) of the Code.



<PAGE> 5

        2.18 "Covered Employee" means any Employee other than:

        (a) any Employee who is a member of a collective bargaining unit, 
unless such collective bargaining agreement provides for the Employee's 
participation in the Plan;

        (b) any Employee who is a nonresident alien of the United States 
(including the District of Columbia, Puerto Rico, or the Virgin Islands) and 
who does not receive any United States (including the District of Columbia, 
Puerto Rico or the Virgin Islands) source income from the Employer;

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

        (d) any Employee whose terms of employment with the Employer are 
covered under the Service Contracts Act, the Davis-Bacon Act, or a similar 
government contracting statute, unless the terms of the statue or government 
contract expressly provide for participation in this Plan;

        (e) any individual who is not an employee of the Employer but who 
provides services as described in section 414(n)(2) of the Code;

        (f) any individual who is classified as an independent contractor by 
the Employer or any persons who are not treated by the Employer as employees 
for purposes of withholding federal employment taxes, regardless of (1) how 
such individual is classified by the Internal Revenue Service, other 
governmental agency, government or court, or (2) a contrary governmental or 
judicial determination relating to such employment status or tax withholding;

        (g) effective as of September 26, 2006, an Employee who is employed by 
Unisys Technical Services L.L.C; and

        (h) effective January 1, 2008, an Employee who is employed by the 
Unisys Technical Services division of the Company.

        2.19 "CTIP" means the Convergent Tax Investment Plan, as in effect on 
September 30, 1990.

        2.20 "Determination Date" means the last day of the preceding Plan Year.


<PAGE> 6

        2.21 "Distributee" means a Participant, the surviving Spouse of a 
deceased Participant, or a Participant's Spouse or former Spouse who is an 
alternate payee under a Qualified Domestic Relations Order.

        2.22 "Employee" means (a) an individual who is employed by the 
Employer, (b) when required by context for purposes of crediting Hours of 
Service under Section 2.30, a former Employee, and (c) a leased employee as 
described under section 414(n)(2) of the Code.

        2.23 "Employer" means the Company and any Affiliate listed on Appendix 
A.

        2.24 "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended.

        2.25 "ESOP Account" means a Participant's account to which are credited 
Matching Contributions made to the Plan after March 31, 1989, and earnings and 
losses thereon.

        2.26 "ESOP Portion of the Plan" means the portion of the Plan that is 
both a stock bonus plan and an employee stock ownership plan intended to 
qualify under sections 401(a) and 4975(e)(7) of the Code, the assets of which 
are held in the ESOP Account and Qualified Nonelective ESOP Accounts of 
Participants and invested primarily in shares of Unisys Stock that meet the 
requirements of section 404(l) of the Code.

        2.27 "Fund" means the assets and all earnings, appreciation and 
additions thereto, less losses, depreciation and any proper payments made by 
the Trustee, held under the Trust by the Trustee for the exclusive benefit of 
Participants and their Beneficiaries.

        2.28 "GPEP Account" means a Participant's account to which are credited 
GPEP contributions made with respect to Plan Years beginning before January 1, 
1998, if any, and earnings and losses thereon.

        2.29 "Highly Compensated Employee" means an Employee who either:

        (a) was a 5% owner (as defined in section 416(i)(1) of the Code) at any 
time during the Plan Year for which Highly Compensated Employees are being 
identified or the preceding Plan Year; or

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


<PAGE> 7

        2.30 "Hour of Service" means each hour for which an Employee is 
directly or indirectly paid or entitled to payment by the Company, an 
Affiliate, or an Associated Company for the performance of Service.

        2.31 "Investment Committee" means the Pension Investment Review 
Committee appointed pursuant to Section 12.02 which is responsible for the 
control and management of the Investment Funds.

        2.32 "Investment Fund" means a fund selected by the Investment 
Committee in which the Fund or any portion thereof may be invested.

        2.33 "Investment Manager" means the individual or entity, if any, 
selected by the Trustee responsible for the investment of all or a portion of 
the Fund.

        2.34 "Key Employee" means a person employed or formerly employed by the 
Employer or an Affiliate who, during the Plan Year or during any of the 
preceding four Plan Years, was any of the following:

        (a) an officer of the Employer having annual Testing Compensation of 
more than $130,000, or such other amount as may be in effect under section 
415(1)(A)(i) of the Code;

        (b) a 5% owner of the Employer.

        (c) a person who is both an employee whose annual Testing Compensation 
exceeds $150,000 and who is a 5% owner of the Employer.

The Beneficiary of any deceased Participant who was a Key Employee shall be 
considered a Key Employee for the same period as the deceased Participant would 
have been so considered.

        2.35 "Key Employee Ratio" means the ratio (expressed as a percentage) 
for any Plan Year, calculated as of the Determination Date with respect to such 
Plan Year, determined by dividing the amount described in subsection (a) hereof 
by the amount described in subsection (b) hereof, after deduction from both 
such amounts of the amount described in subsection (c) hereof.

        (a) The amount described in this subsection (a) is the sum of (1) the 
aggregate of the present value of all accrued benefits of Key Employees under 
all qualified defined benefit plans included in the Aggregation Group, (2) the 
aggregate of the balances in all of the accounts standing to the credit of Key 
Employees under all qualified defined contribution plans included in the 
Aggregation Group, and (3) the aggregate amount distributed from all plans in 
such Aggregation Group to or on behalf of any Key Employee during the one-year 
period ending on the Determination Date.

        (b) The amount described in this subsection (b) is the sum of (1) the 
aggregate of the present value of all accrued benefits of all Participants 
under all qualified defined benefit plans included in the Aggregation Group, 
(2) the aggregate of the balances in all of the accounts standing to the 
credit of all Participants under all qualified defined contribution plans 
included in the Aggregation Group, and (3) the aggregate amount distributed
 from all plans in such Aggregation Group to or on behalf of any Participant 
during the one-year period ending on the Determination Date.


<PAGE> 8

        (c) The amount described in this subsection (c) is the sum of (1) all 
rollover contributions (or similar transfers) to plans included in the 
Aggregation Group initiated by an Employee from a plan sponsored by an employer 
which is not the Employer or an Affiliate, (2) any amount that would have been 
included under subsection (a) or (b) hereof with respect to any person who has 
not rendered service to any Employer at any time during the one-year period 
ending on the Determination Date, and (3) any amount that is included in 
subsection (b) hereof for, on behalf of, or on account of, a person who is a 
Non-Key Employee as to the Plan Year of reference but who was a Key Employee as 
to any earlier Plan Year.

The present value of accrued benefits under any defined benefit plan shall be 
determined under the method used for accrual purposes for all plans maintained 
by the Employer and all Affiliates if a single method is used by all such 
plans, or otherwise, the slowest accrual method permitted under section 
411(b)(1)(C) of the Code.

        2.36 "Matching Contribution" means a contribution made by an Employer 
in accordance with Section 4.03.

        2.37 "Non-Highly Compensated Employee" means an Employee other than a 
Highly Compensated Employee.

        2.38 "Non-Key Employee" means any Employee or former Employee who is 
not a Key Employee as to that Plan Year, or a Beneficiary of a deceased 
Participant who was a Non-Key Employee.

        2.39 "Normal Retirement Age" means age 65.

        2.40 "Notice Period" means the period beginning 90 days before and 
ending 30 days before the Benefit Commencement Date.  The 30-day minimum may be 
waived by a Distributee; provided, however, that with respect to a Participant 
scheduled to receive his benefit in the form of a Qualified Joint and Survivor 
Annuity, the minimum Notice Period may not be less than seven days before the 
date distribution is made.

        2.41 "Participant" means a Covered Employee who has met the eligibility 
requirements of Section 3.01.  An individual who is a Participant but who 
ceases to be a Covered Employee shall nonetheless remain a Participant for 
purposes of benefit payments only, until all amounts due him under the Plan 
have been paid.

        2.42 "Period of Severance" means a period beginning on the date of an 
Employee's Severance from Service and ending on the date on which the Employee 
again performs an Hour of Service.


<PAGE> 9

Notwithstanding the foregoing, solely for the purpose of determining whether a 
Period of Severance has occurred, in the case of an absence from employment by 
reason of  the pregnancy of the Employee, the birth of a child of the Employee, 
the placement of a child with the Employee in connection with the adoption of 
the child by the Employee or the caring for the child for a period beginning 
immediately following that birth or placement, the period between the first and 
second anniversary of the first day of such absence from employment shall 
neither be construed as a Period of Severance nor a period of Service.  In 
order for an absence to be considered to be for the reasons described in the 
foregoing sentence, an Employee shall provide the Plan Manager with information 
regarding the reasons for the absence and the length of the absence.  Nothing 
in this Section 2.42 shall be construed as expanding or amending any maternity 
or paternity leave policy of an Employer or Affiliate.

        2.43 "Plan" means the profit sharing plan, known as the "Unisys Savings 
Plan" set forth in this document, which includes a stock bonus plan and 
employee stock ownership plan intended to qualify under sections 401(a) and 
4975(e)(7) of the Code, and the related trust agreement pursuant to which the 
Trust is maintained.

        2.44 "Plan Manager" means the individual or individuals responsible for 
certain matters relating to the administration of the Plan, as described under 
Article XII.

        2.45 "Plan Year" means the calendar year.

        2.46 "Prior Plan" means the Burroughs Plan, Sperry Plan, CTIP, RIP, 
RIPII or BCC Retirement Plan.

        2.47 "Qualified Domestic Relations Order" means a judgment, decree or 
order that relates to a Participant's benefit under the Plan and meets the 
requirements of section 414(p) of the Code.

        2.48 "Qualified Joint and Survivor Annuity" means an annuity for the 
life of the Participant with a survivor annuity for the life of the 
Participant's Spouse equal to 50% of the monthly amount payable for the 
Participant's life.

        2.49 "Qualified Nonelective ESOP Account" means a Participant's account 
to which are credited Qualified Nonelective ESOP Contributions, if any, and 
earnings and losses thereon.

        2.50 "Qualified Nonelective ESOP Contribution" means a contribution 
made by the Employer pursuant to Section 4.05 for purposes of satisfying the 
requirements of Section 5.03.

        2.51 "Qualified Nonelective Non-ESOP Account" means a Participant's 
Account to which are credited Qualified Nonelective Non-ESOP Contributions, if 
any, and earnings and losses thereon.


<PAGE> 10

        2.52 "Qualified Nonelective Non-ESOP Contribution" means a contribution 
made by the Employer pursuant to Section 4.05 for purposes of satisfying the 
requirements of Section 5.02.

        2.53 "Regular Account" means a Participant's Account to which are 
credited (a) Matching Contributions made before April 1, 1989, (b) matching 
contributions made to a Prior Plan (other than CTIP) before April 1, 1989, (c) 
matching contributions made to the CTIP before October 1, 1990, (d) employee 
contributions made to the Sperry Plan, and (e) earnings and losses.

        2.54 "RIP" means the Unisys Retirement Investment Plan, as in effect on 
March 31, 1996.

        2.55 "RIPII" means the Retirement Investment Plan II, as in effect on 
November 30, 1992.

        2.56 "Rollover Account" means a Participant's account to which are 
credited the (a) Participant's Rollover Contributions, if any, (b) amounts, if 
any, transferred to a Participant's Account from a Prior Plan which were 
derived from such Participant's rollover contributions to such Prior Plan, and 
(c) earnings and losses thereon.

        2.57 "Rollover Contribution" means a contribution made by a Participant 
pursuant to Section 4.06.

        2.58 "Service" means the periods determined in accordance with the 
following provisions of this Section 2.58.  An Employee's total period of 
Service shall be determined from the first date the Employee performs an Hour 
of Service until the date of his Separation from Service.

        (a) Service shall include:

               (1) periods of active employment with the Employer, an 
Affiliate, or an Associated Company and with any entity that is a predecessor 
to the Employer;

               (2) periods during which no active duties are performed by the 
Employee for the Company, an Affiliate, an Associated Company, or any entity 
that is a predecessor to the Employer because the Employee is:

                          (A) absent from work because of occupational injury 
or disease incurred in the course of employment with the Company, an Affiliate, 
or an Associated Company and on account of such absence receives workers' 
compensation;

                          (B) in the service of the Armed Forces of the United 
States during a period with respect to which an Employer, Affiliate, or an 
Associated Company is required to give reemployment rights by law, provided the 
Employee returns to work with the Company, Affiliate, or an Associated Company 
immediately after the termination of such military service;


<PAGE> 11

                          (C) absent from work and receives short-term 
disability benefits under an Employer's short-term disability plan or other 
plan of the Company, an Affiliate, or an Associated Company providing similar 
benefits;

                          (D) for vesting purposes under the Plan, service 
performed for the Company, an Affiliate, or an Associated Company in a capacity 
described under subsection (a), (b), (c), (d), or (e) of Section 2.18, prior to 
the Employee becoming a Covered Employee;

        (b) Service shall exclude service prior to the date on which a business 
is acquired, merged, consolidated, or otherwise absorbed by the Company, an 
Affiliate, or an Associated Company, or prior to the date the assets of a 
business are acquired by the Company, an Affiliate, or an Associated Company, 
unless otherwise provided herein or authorized by the Company.

        (c) Notwithstanding any provision of the Plan to the contrary, if a 
Participant was a participant in a Prior Plan as of the date of the Prior 
Plan's merger with and into the Plan, such Participant's Service immediately 
after such merger shall be the greater of:

               (1) the Participant's service under the terms of the Prior Plan 
immediately prior to the date of such Prior Plan's merger with and into the 
Plan; or

               (2) the Participant's Service determined under the Plan without 
regard to this subsection (c).

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

        (e) If an Employee separates from Service but returns to employment 
with the Employer before incurring a one-year Period of Severance, the period 
between the date he separated from Service and his date of reemployment by the 
Company, an Affiliate, or an Associated Company.

        2.59 "Severance from Service" means the earliest of (a) the date a 
person quits, retires or is discharged from Service with the Company and all 
Affiliates and Associated Companies, (b) the date a person dies, or (c) the 
date following a one-year period during which a person is absent from Service 
for any other reason.  Notwithstanding the foregoing, however, the Severance 
from Service of a Participant who incurs a Total Disability shall be the 
earlier of (a) the date the Participant quits, retires, is discharged or dies, 
or (b) the date his Total Disability ends, provided he does not return to 
active Service as of such date.

        2.60 "Sperry Plan" means the Sperry Retirement Program - Part B, as in 
effect on March 30, 1988.


<PAGE>12

        2.61 "Spouse" means the spouse or surviving spouse of the Participant 
who is a person of the opposite gender who is the lawful husband or lawful wife 
of a Participant under the laws of the state or country of the Participant 's 
domicile; provided, however, that a former spouse shall be treated as the 
Spouse or surviving Spouse to the extent provided under a Qualified Domestic 
Relations Order.

        2.62 "Tax Deductible Contribution Account" means a Participant's 
account to which are credited tax deductible contributions, if any, made to the 
Plan before April 1, 1989, and earnings and losses thereon.

        2.63 "Tax Deferred Account" means a Participant's account to which are 
credited (a) Tax-Deferred Contributions, if any, (b) tax deferred contributions 
made under a Prior Plan and transferred to the Plan, (c) basic member 
contributions, if any, made under the Sperry Plan and transferred to the Plan, 
and (d) earnings and losses thereon.

        2.64 "Tax Deferred Contribution" means a contribution made by an 
Employer in accordance with a Participant's salary reduction agreement 
pursuant to Section 4.01(a).

        2.65 "Termination of Employment" means an Employee's cessation of 
employment with the Company and all Affiliates and Associated Companies as a 
result of quitting, retirement, discharge, release or placement on extended lay-
off with no expectation of recall, or failure to return to active employment 
upon expiration of an approved leave of absence.

        2.66 "Testing Compensation" means the total of a Participant's wages, 
salary and other amounts paid by an Employer and reported in IRS Form W-2, and 
any amounts deferred under section 402(g)(3) or 125 of the Code and, effective 
January 1, 2001, section 132(f)(4) of the Code; provided, however, for purposes 
of Sections 5.02, 5.03 and 5.04, the Administrative Committee may elect to 
exclude amounts deducted in accordance with sections 125, 132(f)(4), and 
402(e)(3) of the Code as Testing Compensation.  Notwithstanding the foregoing, 
any amounts deducted on a pre-tax basis for group health coverage because the 
Participant is unable to certify that he or she has other health coverage, so 
long as the Employer does not otherwise request or collect information 
regarding the Participant's other health coverage as part of the enrollment 
process for the Employer's health plan, shall be included as Testing 
Compensation.  Effective January 1, 2008, Compensation for purposes of this 
Section shall include regular pay as described in Treasury Regulation section 
1.415(c)-(2)(e)(3)(ii) if paid by the end of the Limitation Year that includes 
the Employee's termination of employment, or if later, 2-1/2 months after the 
Employee's termination of employment ("the Post-Termination Period").  Any 
payments not described in the foregoing sentence shall not be considered 
Compensation if paid after termination of employment, even if they are paid 
within the Post Termination Period.  Only the first $230,000, as adjusted in 
accordance with section 401(a)(17)(B) of the Code and the regulations 
thereunder, of the amount otherwise described in this Section shall be counted 
on or after January 1, 2008.


<PAGE> 13

        2.67 "Total Disability" means a condition resulting from injury or 
sickness that, in the judgement of the Administrative Committee or its 
designee:

        (a) with regard to the first 24-months of an absence from Service due 
to a condition resulting from the injury or sickness, constitutes a condition 
likely to render the Participant unable to perform each of the material duties 
of his regular occupation; and

        (b) with regard to the period of an absence from Service due to a 
condition resulting from the injury or sickness after the initial 24-months 
of such absence, constitutes a condition which renders the Participant unable 
to perform the material duties of any occupation for which he is reasonably 
fitted by training, education or experience.

Notwithstanding the foregoing, however, in no event shall a Participant be 
deemed to have incurred a Total Disability until he has exhausted all 
benefits available under his Employer's short-term disability plan or other 
plan providing short term disability benefits.  For purposes of this Section 
2.67, a determination of a Participant's disabled status under the Unisys 
Long-Term Disability Plan or similar long-term disability plan sponsored by 
an Employer shall be deemed a conclusive and binding determination of the 
Participant's Total Disability status under the Plan.

        2.68 "Trust" means the legal entity created by the trust agreement 
between the Employer and the Trustee, fixing the rights and liabilities with 
respect to controlling and managing the Fund for the purposes of the Plan.

        2.69 "Trustee" means the party or parties appointed by the Board of 
Directors as trustee of the Trust and named as trustee pursuant to the Trust 
Agreement or any successors thereto.

        2.70 "Unisys Stock" means Unisys Corporation common stock, par value 
$0.01 per share.

        2.71 "Valuation Date" means each day of each calendar year.


                                   ARTICLE III 
                          ELIGIBILITY FOR PARTICIPATION


        3.01 Eligibility Requirement.  An Employee shall be eligible to become 
a Participant if he is a Covered Employee.

        3.02 Participation Commencement Date.  Each Covered Employee who was a 
Participant as of December 31, 2008, shall continue to be a Participant on 
January 1, 2009, if he is then a Covered Employee.  Each other Covered Employee 
shall be a Participant on his first day of employment as a Covered Employee.

        3.03 Time of Participation-Excluded Employees.  An Employee who is 
ineligible to be a Participant because he is not a Covered Employee, shall 
become a Participant as of the first day on which he becomes a Covered Employee.
A Participant shall cease to be an active Participant on any date on which he 
ceases to be a Covered Employee; however, a Participant who ceases to be a 
Covered Employee will remain a Participant for distribution purposes under the 
Plan until such time as he no longer has a vested interest under the Plan.


<PAGE> 14

                                    ARTICLE IV 
                                   CONTRIBUTIONS

        4.01 Tax Deferred Contributions.

        (a)   (1) Subject to the limitations contained in Article V, each 
Employer, other than an Employer domiciled in Puerto Rico, shall make a Tax 
Deferred Contribution for the Plan Year to the Tax Deferred Account of each of 
its Covered Employees who, with respect to such Plan Year is a Participant and 
has filed a salary reduction notice with the Employer that provides for a 
reduction in Compensation otherwise payable to the Participant by a designated 
whole percentage that does not exceed the limit described in paragraph (2), and 
a contribution of that amount by the Employer to the Participant's Tax Deferred 
Account.

               (2) The amount of the Tax Deferred Contribution made for a 
Participant with respect to any Plan Year pursuant to this subsection (a) shall 
be the amount specified in the salary reduction notice.  The percentage 
specified shall be a whole percentage of the Participant's Compensation not to 
exceed (A) 30% with respect to a Non-Highly Compensated Employee, or (B) 18% 
with respect to a Highly Compensated Employee.  The Administrative Committee 
may, in its discretion, increase or decrease the maximum permissible amount of 
Tax Deferred Contributions at any time and from time to time as it deems 
appropriate.  Any salary reduction notice shall relate only to Compensation as 
yet unearned when the notice is filed and may not be amended during the period 
to which it pertains, except that it may be terminated as to amounts unearned 
at the date of a Participant's Termination of Employment.

        (b) Each Employer, other than an Employer domiciled in Puerto Rico, 
shall make an additional Salary Deferral Contribution for the Plan Year to the 
Tax Deferred Account of each of its Covered Employees who, with respect to such 
Plan Year is a Participant, is age 50 or older as of the last day of the Plan 
Year, and has elected, in accordance with procedures established by the 
Administrative Committee and subject to any limitations imposed by the 
Administrative Committee, to make an additional Salary Deferral Contribution in 
an amount not to exceed $1,000 for the Plan Year (or such other amount as may 
be applicable under section 414(v) of the Code), reduced by, to the extent 
required by the Code and applicable Treasury regulations, any other elective 
deferrals contributed on the Participant's behalf pursuant to section 414(v) of 
the Code for the Plan Year; provided, however, that elective deferrals shall be 
treated for all Plan purposes as contributed under subsection (a) above in lieu 
of this subsection, unless the Participant is unable to make additional Salary 
Deferral Contributions under subsection (a) above for the Plan Year due to 
limitations imposed by the Plan or applicable federal law.


<PAGE> 15

        (c) Salary reduction notices pursuant to this Section 4.01 must be made 
within the time prescribed by the Administrative Committee and shall become 
effective in accordance with the rules and procedures established by the 
Administrative Committee.

        (d) Subject to, and in accordance with, the rules and procedures 
established by the Administrative Committee, a Participant may elect to change, 
discontinue, or resume the percentage of Compensation under his salary 
reduction notice.  All such elections shall become effective in accordance with 
the rules and procedures established by the Administrative Committee.

        4.02 After-Tax Contributions.

        (a) A Participant may make After-Tax Contributions to the Plan by 
filing a salary reduction notice authorizing the Employer to reduce the after-
tax Compensation otherwise payable to the Participant by a designated whole 
percentage (up to the limit specified in subsection (b)), and deposit such 
amounts into the Participant's After-Tax Contribution Account.

        (b) The amount of the After-Tax Contribution made by a Participant with 
respect to any Plan Year shall be the amount specified in the salary reduction 
notice.  The percentage specified shall be a whole percentage of the 
Participant's Compensation not to exceed the following:

               (1) with respect to any Participant who is not employed by an 
Employer domiciled in Puerto Rico, 6%; and

               (2) with respect to any Participant who is employed by an 
Employer domiciled in Puerto Rico,  20% with respect to a Non-Highly 
Compensated Employee, or  18% with respect to a Highly Compensated Employee.

Any salary reduction notice shall relate only to Compensation as yet unearned 
when the notice is filed and may not be amended during the period to which it 
pertains, except that it may be terminated as to amounts unearned at the date 
of a Participant's Termination of Employment.

        (c) Salary reduction notices pursuant to this Section 4.05 must be made 
within the time prescribed by the Administrative Committee and shall become 
effective in accordance with the rules and procedures established by the 
Administrative Committee.

        (d) Subject to, and in accordance with, the rules and procedures 
established by the Administrative Committee, a Participant may elect to change, 
discontinue, or resume the percentage of Compensation under his salary 
reduction notice.  All such elections shall become effective in accordance with 
the ruled and procedures established by the Administrative Committee.


<PAGE> 16

        4.03 Matching Contributions.  Subject to the limitations in Article V, 
each Employer may make a Matching Contribution for each Plan Year to the ESOP 
Account of each of its Covered Employees who, with respect to such Plan Year, 
is a Participant and has filed a salary reduction notice in accordance with 
Section 4.01.  In addition, subject to the limitations in Article V, each 
Employer domiciled in Puerto Rico may make a Matching Contribution for each 
Plan Year to the ESOP Account of each of its Covered Employees who made After-
Tax Contributions with respect to such Plan Year. If Matching Contributions are 
made under the Plan, such Matching Contributions shall be in an amount 
determined in accordance with subsections (a) and (b) below.

        (a) Subject to the minimum set forth in subsection (b),

               (1) With respect to a Participant whose employment is not 
subject to a collective bargaining agreement or whose collective bargaining 
agreement provides that such Participant shall be treated in the same manner as 
a non-union Employee, the amount of the Matching Contribution made in
 accordance with this Section 4.03 with respect to each pay period in the Plan 
Year commencing January 1, 2007 and prior to January 1, 2009 shall be an amount 
equal to 100% of the first 6% of Compensation contributed as a Tax Deferred 
Contribution made pursuant to Section 4.01(a), (or, with respect to 
Participants employed by an Employer domiciled in Puerto Rico, as an After-Tax 
Contribution); provided, that the maximum Matching Contribution payable to a 
Participant shall not equal more than 6% of such Participant's Compensation for 
the period.  No Matching Contribution shall be made on or after January 1, 2009.

               (2) With respect to a Participant not described in Section 
4.03(a)(1), for Plan Years commencing prior to January 1, 2009, the amount of 
the Matching Contribution made in accordance with this Section 4.03 with 
respect to each pay period in the Plan Year shall be an amount equal to 50% of 
the first 4% of Compensation contributed as a Tax Deferred Contribution made 
pursuant to Section 4.01(a); provided, that the maximum Matching Contribution 
payable to a Participant shall not equal more than 2% of such Participant's 
Compensation for the period.  No Matching Contribution shall be made on or after
January 1, 2009.

        (b) Notwithstanding anything in subsection (a) to the contrary:

               (1) each Participant who was employed by an Employer at any time 
during the period beginning July 1, 1998 and ending December 31, 1998 who had 
Tax Deferred Contributions made on his behalf for the Plan Year ending December 
31, 1998 shall receive a minimum Matching Contribution for such Plan Year in an 
amount equal to the lesser of:

                          (A) 1% of the Participant's Compensation not in 
excess of $80,000 for the period July 1, 1998 through December 31, 1998; or 


<PAGE> 17

                          (B) 25% of the total of the Tax Deferred 
Contributions made on behalf of the Participant for the Plan Year (regardless 
of when the Tax Deferred Contributions were made during such Plan Year).

               (2) for periods on or after January 1, 1999 but prior to January 
1, 2009, each Participant who was employed by an Employer on December 31 of a 
Plan Year beginning on or after January 1, 1999 and who had Tax Deferred 
Contributions made on his behalf shall receive a minimum Matching Contribution, 
in accordance with procedures adopted by the Administrative Committee, in an 
amount, when added to the Matching Contributions made on behalf of such 
Participant (before application of this paragraph), equal to (a) in the case of 
a Participant whose employment is not subject to a collective bargaining 
agreement or whose collective bargaining agreement provides that such 
Participant shall be treated in the same manner as a non-union Employee, 6% of 
the Participant's Compensation not in excess of the limit described in section 
401(a)(17) of the Code as in effect with respect to such Plan Year, or (b) in 
the case of a Participant not described in the preceding subsection (a), the 
lesser of:

                          (A) 2% of the Participant's Compensation not in 
excess of the limit described in section 401(a)(17) of the Code as in effect 
with respect to such Plan Year; or

                          (B) 50% of the total of the Tax Deferred 
Contributions made on behalf of the Participant for the Plan Year.

        4.04 GPEP Contributions.  No contributions may be made to an 
individual's GPEP Account with respect to any Plan Year beginning on or after 
January 1, 1998.  Amounts, if any, allocated to a Participant's GPEP Account 
prior to January 1, 1998 shall continue to be held in the GPEP Account until 
distributed in accordance with the terms of the Plan.

        4.05 Qualified Nonelective Contributions.  Subject to the limitations 
described in Article V, each Employer shall make a Qualified Nonelective Non-
ESOP Contribution, a Qualified Nonelective ESOP Contribution, or both in such 
amount, if any, as the Board shall determine.  Qualified Nonelective Non-ESOP 
Contributions made by an Employer shall be allocated to the Qualified 
Nonelective Non-ESOP Account of its employees who are both Participants and Non-
Highly Compensated Employees.  Qualified Nonelective ESOP Contributions made by 
an Employer shall be allocated to the Qualified Nonelective ESOP Account of its 
employees who are both Participants and Non-Highly Compensated Employees.

        4.06 Rollover Contributions.  With the approval of the Plan Manager, a 
Participant may contribute to a Rollover Account all or a portion of the amount 
payable to the Participant as an eligible rollover distribution from an 
eligible retirement plan (as defined under section 401(a)(31) of the Code).  
Any payment to the Plan pursuant to this Section 4.06 shall be made as a direct 
rollover that satisfies section 401(a)(31) of the Code or shall be made to the 
Plan within 60 days after the Participant's receipt of the distribution from 
the plan or individual retirement account in such manner as may be approved by 
the Plan Manager.


<PAGE> 18

        4.07 Contribution Attributable to Military Service.  If a Participant 
returns to employment with the Employer following a period of service in the 
Armed Forces of the United States for which an Employer is required to give 
reemployment rights by law, the Employer contributions to the Plan with 
respect to such period shall be as follows:

        (a) During the period that begins on the date of the Participant's 
return to employment and lasts for the lesser of (1) the product of 3 
multiplied by the applicable period of military service; or (2) five years, 
the Participant may elect a Compensation reduction in return for the 
corresponding Tax Deferred Contributions on his behalf, or After-Tax 
Contributions, as applicable, that could have been made if the Participant had 
continued to be employed and received Compensation during the applicable period 
of military service.

        (b) The Employer shall contribute to the Plan, on behalf of each 
Participant who has been credited under subsection (a) with Tax Deferred 
Contributions or After-Tax Contributions, Matching Contributions equal to the 
amount of Matching Contribution that would have been required under Section 
4.02 had such Tax Deferred or After-Tax Contributions, as applicable, been made 
during the applicable period of military service.

A Participant who is entitled to a contribution pursuant to this Section 4.07 
shall not be entitled to receive corresponding retroactive earnings 
attributable to such contribution nor shall he be entitled to participate in 
the allocation of any forfeiture that occurred during his period of military 
service.  For purposes of this Section 4.07, an Employee's Compensation for the 
applicable period of military service shall be deemed to equal the amount of 
Compensation the Employee would have received from the Employer during such 
period, based on the rate of pay the Employee would have received from the 
Employer but for the absence due to military service, or, if such rate of pay 
is not reasonably certain, the Employee's average Compensation during the 12-
month period immediately before the qualified military service or, if shorter, 
the period of employment immediately before the qualified military service.  
The limitations under Sections 5.01 and 5.04 are applicable to contributions 
made pursuant to this Section 4.07 for the Plan Year to which the contributions 
relate.  The limitations under Sections 5.02 and 5.03 shall not apply to 
contributions made pursuant to subsections (a) or (b) of this Section 4.07.

        4.08 Allocation of Payments Relating to Executive Life Insurance 
Company Insolvency.  To the extent the Plan is paid any amount from a state 
guaranty association with regard to the insolvency of Executive Life Insurance 
Company in 1991, such amount shall be allocated on a pro rata basis, in 
accordance with procedures adopted by the Plan Manager to the Accounts of any 
Participant who (a) resided in such state on the applicable trigger date for 
coverage under the state's guaranty association statute, and (b) had any 
portion of his Accounts invested, as of April 11, 1991, in a fund that held an 
Executive Life Insurance Company guaranteed investment contract.  The specific 
Accounts to which a Participant's allocation shall be credited shall be the 
Accounts which was invested in the guaranteed investment contract.


<PAGE> 19

        4.09 Form and Timing of Contributions.  Contributions shall be made to 
the Fund as soon as administratively practicable after the close of the payroll 
period to which they relate.  In no event, however, shall Tax Deferred and 
After-Tax Contributions be made to the Fund later than the date prescribed 
under applicable regulations.  In no event shall Matching Contributions be made 
to the Fund later than the last date on which amounts so paid may be deducted 
for federal income tax purposes by the contributing Employer for the taxable 
year in which the Plan Year ends.  Generally, contributions shall be made in 
cash; provided, however, that Matching Contributions may be made in the form of 
Unisys Stock or cash, as determined by the Company in its sole discretion.  The 
value of the Unisys Stock contributed as Matching Contributions shall be equal 
to the fair market value of such stock at the time of the market closing on the 
date such Matching Contributions is actually made to the Fund.

        4.10 Recovery of Employer Contributions.  The Employer may recover its 
contributions under the Plan as follows:

        (a) if a contribution is made by an Employer under a mistake of fact, 
the excess of the amount contributed over the amount that would have been 
contributed had there not occurred a mistake of fact may be recovered by the 
Employer within one year after payment of the contribution; or

        (b) if the contribution is conditioned upon its deductibility under 
section 404 of the Code, the contribution may be recovered, to the extent a 
deduction is disallowed, within one year after the disallowance.

Earnings attributable to an excess contribution may not be recovered by the 
Employer. Any losses attributable to the excess contribution shall reduce the 
amount the Employer may recover.


                                  ARTICLE V 
                    LIMITATIONS ON EMPLOYER CONTRIBUTIONS

        5.01 Dollar Limitation on Tax Deferred Contributions.

        (a) The Tax Deferred Contribution made on behalf of a Participant 
pursuant to Section 4.01(a) for a calendar year shall not exceed the dollar 
limit specified under section 402(g) of the Code.  This dollar limit shall be 
reduced by the amount, if any, contributed on behalf of the Participant under 
any other qualified cash or deferred arrangement, simplified employee pension 
or annuity established under section 403(b) of the Code for the calendar year, 
other than elective deferral contributions made pursuant to section 414(v) of 
the Code.

        (b) In the event the dollar limit described in subsection (a) is 
exceeded for a Participant, the Plan Manager shall direct the Trustee to 
distribute the excess to the Employee by the April 15 following the end of the 
calendar year with respect to which the excess occurred.  The excess returned 
to an Employee in accordance with this subsection (b), shall be adjusted for 
any income or loss thereon up to the date of the distribution of the excess, 
using the Plan's method for allocating income and loss.


<PAGE> 20

        5.02 Limitation on Tax Deferred Contributions for Highly Compensated 
Employees.

        (a) For each Plan Year the average of the Actual Deferral Percentages 
for Participants who are Highly Compensated Employees shall be compared to the 
average of the Actual Deferral Percentages for the other Participants for the 
preceding Plan Year; the average of the Actual Deferral Percentages for 
Participants who are Highly Compensated Employees shall not exceed the greater 
of:

               (1) the average of the Actual Deferral Percentages for 
Participants who are Non-Highly Compensated Employees for the preceding Plan 
Year, multiplied by 1.25; or

               (2) the lesser of:

                          (A) the average of the Actual Deferral Percentages 
for Participants who are Non-Highly Compensated Employees for the preceding 
Plan Year multiplied by two, or

                          (B) the average of the Actual Deferral Percentages 
for Participants who are Non-Highly Compensated Employees for the preceding 
Plan Year plus two.

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

        (b) If in the Plan Year, the average of the Actual Deferral Percentages 
for Participants who are Highly Compensated Employees exceeds the limit in 
subsection (a) for a Plan Year, the Plan Manager shall:

               (1) determine the amount by which the Actual Deferral Percentage 
for Highly Compensated Employee or Employees with the highest Actual Deferral 
Percentage or Percentages for the Plan Year would need to be reduced to comply 
with the limit in subsection (a);

               (2) convert the excess percentage amount determined under clause 
(1) into a dollar amount; and

               (3) reduce the Tax Deferred Contributions of the Highly 
Compensated Employee with the greatest dollar amount of Tax Deferred 
Contributions made on their behalf with respect to the Plan Year pursuant to 
Section 4.01(a) by the lesser of (A) the amount by which the dollar amount of 
the affected Highly Compensated Employee's Tax Deferred Contributions made 
pursuant to Section 4.01(a) exceeds the dollar amount of the Highly Compensated 
Employee with the next highest dollar amount of Tax Deferred Contributions made 
pursuant to Section 4.01(a), or (B) the amount of the excess dollar amount 
determined under clause (2); and



<PAGE> 21

               (4) either:

                          (A) direct the Trustee to return the excess Tax 
Deferred Contributions, as adjusted in accordance with subsection (d), to the 
individuals from whose Accounts the excess Tax Deferred Contributions were 
obtained within two and one-half months following the close of the Plan Year, 
if administratively practicable, but in no event later than the close of the 
following Plan Year;

                          (B) recharacterize the Tax Deferred Contribution as 
an After-Tax Contribution, to the extent permitted by the applicable Treasury 
regulations, no later than two and one-half months following the close of the 
Plan Year; or

                          (C) make Qualified Nonelective Non-ESOP 
Contributions, as described under Section 4.04, to the extent necessary to 
satisfy subsection (a).

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

        (d) The excess Tax Deferred Contributions returned or recharacterized 
pursuant to subsection (b), and any Matching Contributions forfeited pursuant 
to subsection (c) shall be adjusted for any income or loss thereon up to the 
date of  distribution or forfeiture, as applicable, using the Plan's method for 
allocating income and loss as provided under Section 5.05.

        (e) The amount of the excess Tax Deferred Contributions to be returned 
pursuant to subsection (b) for a Plan Year shall be reduced by the amount of 
excess Tax Deferred Contributions previously distributed to the Highly 
Compensated Employee pursuant to Section 5.01(b) for such Employee's taxable 
year ending on or within the Plan Year for which the excess Tax Deferred 
Contributions are returned pursuant to subsection (b).

        5.03 Limitation on After-Tax Contributions and Matching Contributions 
for Highly Compensated Employees.

        (a) For each Plan Year the average of the Actual Contribution 
Percentages for Participants who are Highly Compensated Employees shall be 
compared to the average of the Actual Contribution Percentages for the other 
Participants; the average of the Actual Contribution Percentages for 
Participants who are Highly Compensated Employees shall not exceed the greater 
of:


<PAGE> 22

               (1) the average of the Actual Contribution Percentages for 
Participants who are Non-Highly Compensated Employees for the preceding Plan 
Year  multiplied by 1.25; or

               (2) the lesser of:

                          (A) the average of the Actual Contribution 
Percentages for Participants who are Non-Highly Compensated Employees for the 
preceding Plan Year multiplied by two, or

                          (B) the average of the Actual Contribution 
Percentages for Participants who are Non-Highly Compensated Employees for the 
preceding Plan Year  plus two.

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

        (b) If in any Plan Year the average of the Actual Contribution 
Percentages for Participants who are Highly Compensated Employees exceeds the 
limit in subsection (a) for a Plan Year, the Administrative Committee shall:

               (1) determine the amount by which the Actual Contribution 
Percentage for Highly Compensated Employee or Employees with the highest Actual 
Contribution Percentage or Percentages for the Plan Year would need to be 
reduced to comply with the limit in subsection (a);

               (2) convert the excess percentage amount determined under clause 
(1) into a dollar amount; and

               (3) reduce the After-Tax Contributions (including any Tax 
Deferred Contributions recharacterized as After-Tax Contributions pursuant to 
Section 5.02(b)(4)(B)) and then, to the extent necessary, the Matching 
Contributions of the Highly Compensated Employee with the greatest dollar 
amount of aggregate After-Tax and Matching Contributions made on their behalf 
with respect to the Plan Year by the lesser of (A) the amount by which the 
dollar amount of the affected Highly Compensated Employee's aggregate After-Tax 
and Matching Contributions exceeds the dollar amount of the Highly Compensated 
Employee with the next highest dollar amount of After-Tax and Matching
 Contributions, or (B) the amount equal to the excess dollar amount determined 
under clause (2); and

               (4) either:


<PAGE> 23

                          (A) direct the Trustee to return the excess After-Tax 
Contributions and vested Matching Contributions, as adjusted in accordance with 
subsection (c), to the individuals from whose Accounts the excess Matching 
Contributions were obtained within two and one-half months following the close 
of the Plan Year, if administratively practicable, but in no event later than 
the close of the following Plan Year; or

                          (B) make Qualified Nonelective Non-ESOP 
Contributions, as described under Section 4.04, to the extent necessary to 
satisfy the limit under subsection (a); and

               (5) direct the Trustee to forfeit the excess unvested Matching 
Contributions, as adjusted in accordance with subsection (c), to the 
individuals from whose Accounts the excess Matching Contributions were obtained.
Amounts forfeited during the Plan Year shall be used to reduce future Matching 
Contributions made by the Employer.

        (c) To the extent that a Matching Contribution relates to excess After-
Tax Contributions returned pursuant to subsection (b)(4), such Matching 
Contributions, as adjusted in accordance with subsection (d), shall be 
forfeited immediately.  Amounts forfeited during the Plan Year shall be used to 
reduce future Matching Contributions made by the Employer.

        (d) The excess After-Tax and Matching Contributions returned or 
recharacterized pursuant to subsection (b) shall be adjusted for any income or 
loss thereon up to the date of the distribution or forfeiture, as applicable, 
using the Plan's method for allocating income and loss as provided under 
Section 5.05.

        (e) Notwithstanding anything in this Section 5.03 to contrary, the 
provisions of this Section 5.03 shall be applied separately to the After-Tax 
Contributions of Employees in Puerto Rico by taking into account only such 
After-Tax Contributions and, to the extent permitted by applicable Treasury 
regulations, any Tax-Deferred Contributions or Qualified Nonelective Non-ESOP 
Contributions or under any other plan maintained by an Employer or an Affiliate 
that is or could be aggregated with the non-ESOP Portion of the Plan for 
purposes of section 410(b) of the Code.  For purposes of this subsection (e), 
only Employees in Puerto Rico shall be treated as Employees.  In the event that 
such After-Tax Contributions fail to satisfy the limit under subsection (a) for 
any Plan Year, the Plan Manager shall correct such failure in a manner 
comparable to one or more of the correction methods described in paragraph (4) 
of subsection (b).

        5.04 Limitations on Allocations.

        (a) The maximum allowable addition to any Participant's Accounts for 
any Plan Year shall be the lesser of:

               (1) $40,000 (as adjusted under section 415(d) of the Code); or


<PAGE> 24

               (2) 100% of the Participant's Testing Compensation for the Plan 
Year.

For purposes of this Section 5.04, an addition shall not include Tax Deferred 
Contributions made pursuant to Section 4.01(b) and Rollover Contributions but 
shall include all other contributions and forfeitures allocated to a 
Participant's Accounts for the Plan Year, and all contributions and forfeitures 
under any other defined contribution plan of the Company or an Affiliate (other 
than elective deferral contributions made pursuant to section 414(v) of the 
Code).

        (b) If the addition to any Participant's Accounts (other than his 
Rollover Account) for any Plan Year exceeds the maximum annual allowable 
addition to such Participant's Accounts under subsection (a), then the excess 
amount shall be eliminated by reducing the additions made to such Participant's 
account, by first reducing the Participant's After-Tax Contributions and 
related Matching Contributions to the extent necessary or, if less, to the 
extent the After-Tax Contributions made with respect to the Plan Year are 
exhausted.  To the extent there is an excess remaining after this reduction, 
the Tax Deferred Contributions and related Matching Contributions made on 
behalf of such Participant shall be reduced.  To the extent that an excess 
remains after this reduction, the Matching Contribution of the Participant 
shall be reduced.  Any After-Tax or Tax Deferred Contributions reduced pursuant 
to this subsection (b) shall be returned to the Participant.  Any Matching 
Contributions reduced pursuant to this subsection (b) shall be held in a 
suspense account (which shall share in the investment gains and losses of the 
Fund) by the Trustee until the following Plan Year.  Such amounts shall be used 
in the following Plan Year to reduce the Matching Contributions otherwise 
payable by the Employer by which the Participant is employed in such subsequent 
Plan Year. Effective January 1, 2008, notwithstanding anything herein to the 
contrary, any annual additions that are determined to be excess under this 
Section shall only be corrected as permissible under applicable guidance, 
including the Employee Plans Compliance Resolution System that is issued by the 
Internal Revenue Service.

        (c) In no event shall the amount allocated to the Account of any 
Participant for any Limitation Year cause the sum of the "defined contribution 
fraction" and the "defined benefit fraction," as such terms are defined in 
section 415(e) of the Code, to exceed 1.0, or such other limitation as may be 
applicable under section 415 of the Code with respect to any combination of 
qualified plans of the Employer or an without disqualification of any such plan.
In the event that the amount tentatively available for allocation to the 
Account of any Participant in any Limitation Year exceeds the maximum amount 
permissible hereunder, benefits under the defined benefit plan or plans in 
which the Participant is participating shall be adjusted to the extent 
necessary to satisfy the requirements of section 415(e) of the Code.  
Notwithstanding the foregoing, the limitations described above in this 
subsection (c) shall not apply with respect to payments due on or after the 
first day of the limitation year beginning January 1, 2000; provided, however, 
that the aggregate benefits payable to, or on account of, a Participant who is 
not credited with an Hour of Service on or after January 1, 2000 shall continue 
to be subject to the limitations described above in this subsection (c).


<PAGE> 25

        5.05 Distribution or Forfeiture of Income.  Effective January 1, 2006, 
any distribution or forfeiture of Tax Deferred Contributions, After-Tax 
Contributions or Matching Contributions necessary pursuant to Sections 5.02 and 
5.03 shall include a distribution or forfeiture of the income, if any, 
allocable to such contributions.  Such income shall be equal to the sum of (1) 
the allocable gain or loss for the Plan Year (determined by multiplying the 
income allocable to the Participant's Tax Deferred Contributions, After-Tax 
Contributions or Matching Contributions, as applicable, for the Plan Year by a 
fraction, the numerator of which is the Participant's excess Tax Deferred 
Contributions,  After-Tax Contributions or Matching Contributions, as 
applicable, for the Plan Year and the denominator is the sum of the 
Participant's Tax Deferred Contribution Account, After-Tax Contributions or 
Matching Contribution Account, as applicable, as of the beginning of the Plan 
Year plus any contributions made to the applicable Account during the Plan 
Year), plus (2) if the Participant's excess Tax Deferred Contributions, After-
Tax Contributions or Matching Contributions, as applicable, would be credited 
with gain or loss during the period beginning on the first day of the following 
Plan Year and ending on the date such amounts are distributed (or a date that 
is no more than seven (7) days prior to such distribution date) if the 
Participant's entire Account was distributed on such date, ten percent (10%) of 
the amount determined under clause (1) multiplied by the number of whole 
calendar months between the end of the Plan Year and the date of distribution 
(or a date that is no more than seven (7) days prior to such distribution 
date), counting the month of distribution if distribution occurs after the 
fifteenth day of the month.

        5.06 Overall Deductibility Limit.  In no event may the aggregate 
contribution made by an Employer under the Plan for a Plan Year exceed the 
amount that may be deducted under section 404 of the Code with respect to such 
Plan Year.

                                   ARTICLE VI 
                      INVESTMENT AND VALUATION OF ACCOUNTS

        6.01 Investment Direction by Participants.  Except as otherwise 
provided in Section 6.02, each Participant shall direct the Trustee to invest 
the amounts credited to his Accounts in one or more Investment Funds, subject 
to the rules and procedures established by the Plan Manager.  A Participant's 
investment direction shall be made at the time and in the manner prescribed by 
the Plan Manager.  If any balance remains in a Participant's Accounts after his 
death, his Beneficiary shall direct the investment of the amounts credited to 
the Accounts as if the Beneficiary were the Participant.  To the extent 
required by a Qualified Domestic Relations Order, the alternate payee of a 
Participant shall direct the investment of the amounts credited to the 
Participant's Accounts as though the alternate payee were the Participant.  To 
the extent a Participant, Beneficiary or alternate payee directs the investment 
of the amounts credited to his Accounts, this Plan is intended to be subject to 
section 404(c) of ERISA, as described under Section 6.07.

        6.02 Restrictions on Participant Investment Direction.  Notwithstanding 
the investment direction otherwise provided to Participants under Section 6.01, 
the restrictions set forth below shall apply to the availability of investment 
direction to Participants.


<PAGE> 26

        (a) For periods prior to February 1, 2000, a Participant may not direct 
the investment of amounts held under his GPEP Account.  Instead, with respect 
to such periods, a Participant's GPEP Account shall be invested solely in the 
Unisys Common Stock Fund.

        (b)  The portion of a Participant's ESOP Account and Regular Account 
(excluding amounts attributable to the Burroughs Plan or the Sperry Plan) 
contributed in the form of Unisys stock attributable to amounts contributed 
prior to January 1, 2007 shall be invested solely in the Unisys Common Stock 
Fund until the Plan Year in which the Participant is expected to attain age 50.
As of the first day of the Plan Year in which the Participant is expected to 
attain age 50, a Participant may direct the investment of the portion of his 
ESOP Account and Regular Account attributable to amounts contributed prior to 
January 1, 2007 in accordance with Section 6.01.  Effective January 1, 2007, a 
Participant may direct the investment of the portion of his ESOP Account and 
Regular Account in accordance with Section 6.01, regardless of age.

        (c) Generally, the portion of a Participant's Accounts attributable to 
the Sperry Plan may be invested in accordance with Section 6.01; provided, 
however, that any amounts that a Participant directed to have invested in the 
Unisys Common Stock Fund prior to January 1, 2007 must remain in such 
Investment Fund until the first day of the Plan Year in which the Participant 
is expected to attain age 50.  Effective January 1, 2007, a Participant may 
direct the investment of the portion of his Accounts attributable to the Sperry 
Plan that the Participant directed to have invested in the Unisys Common Stock 
Fund in accordance with Section 6.01, regardless of age.

        6.03 Investment Funds.  The Investment Funds available under the Plan 
shall be designated by, and at the sole discretion of, the Investment Committee.
The Investment Committee, at its sole discretion, may from time to time 
designate or establish new investment funds or eliminate existing Investment 
Funds.  Investment in any Investment Fund shall be made in accordance with 
rules formulated by the Investment Committee and the accounting procedures 
applied under the Plan shall be modified by the Investment Committee to the 
extent they deem appropriate to reflect investments in that Investment Fund.  
The Investment Committee has the authority to select and appoint Investment 
Managers.  The Investment Funds shall be managed by the Trustee or an 
Investment Manager, as applicable.  Pending investment, reinvestment or 
distribution, as provided in the Plan, the Trustee or Investment Manager may 
temporarily retain the assets of any one or more Investment Funds in cash, 
commercial paper, short-term government obligations or, unless otherwise 
directed by the Investment Committee, undivided interests or participations in 
common or collective funds consisting of short-term investments, including 
funds of the Trustee or Investment Manager.


<PAGE> 27

        6.04 Valuation of the Fund.  As of each Valuation Date, any increase or 
decrease in the fair market value of each Investment Fund (net after deduction 
of liabilities) since the preceding Valuation Date shall be credited to or 
deducted from the Accounts, if any, of each Participant.  The allocation for 
each Investment Fund shall be made in the proportion that the balance in each 
Account invested in the Investment Fund as of the Valuation Date bears to the 
aggregate balance in all Accounts invested in the Investment Fund on that date.
For purposes of the preceding sentence, the Employer's contributions to the 
Plan for the current year shall be excluded.  The fair market value of 
investments shall be determined in accordance with any reasonable method 
permitted under regulations prescribed by the United States Department of the 
Treasury and such reasonable and uniform rules as the Trustee may adopt.

        6.05 Unisys Common Stock Fund.  The Investment Funds under the Plan 
shall include the Unisys Common Stock Fund, which is an Investment Fund 
providing for investment and reinvestment exclusively in Unisys Stock, except 
to the extent cash is held to facilitate purchases and sales within the fund.  
Investments in the Unisys Common Stock Fund shall be accounted for on the basis 
of units of the Unisys Common Stock Fund.  Shares of Unisys Stock and cash 
received by the Unisys Common Stock Fund that are attributable to dividends, 
stock dividends, stock splits or to any reorganization or recapitalization of 
Unisys Corporation shall remain in or be invested in, as applicable, the Unisys 
Common Stock Fund and allocated to the Participant Accounts in proportion to 
the number of units of the Unisys Common Stock Fund held in such accounts.  The 
transfer taxes, brokerage fees and other expenses incurred in connection with 
the purchase, sale or distribution of Unisys Stock shall be paid by the Unisys 
Common Stock Fund, and shall be deemed part of the cost of such Unisys Stock, 
or deducted in computing the sale proceeds therefrom, as the case may be, 
unless paid by an Employer.  The Investment Committee shall determine to what 
extent a Participant shall bear any other administrative fee incurred by the 
Plan in connection with the transfer of the Participant's interest in the 
Unisys Common Stock Fund and provide appropriate written notice to such 
Participants.  The voting and tendering of Unisys Stock held in the Unisys 
Common Stock Fund shall be subject to the following:

        (a) For purposes of this Section, shares of Unisys Stock shall be 
deemed to be allocated and credited to each applicable Account of the 
Participant in an amount to be determined based on the balance in such account 
on the accounting date coincident with or next preceding the record date of any 
vote or tender offer and the closing price of Unisys Stock on such accounting 
date or if not traded on that date, on the business day on which shares of 
Unisys Stock were last traded before that accounting date.

        (b) Each Participant who has any amounts under his Account invested in 
the Unisys Common Stock Fund shall be given notice by the Trustee of the date 
and purpose of each meeting of the stockholders of the Company at which shares 
of Unisys Stock are entitled to be voted, and instructions shall be requested 
from each such Participant as to the voting at the meeting of such Unisys Stock.
If the Participant furnishes instructions within the time specified in the 
notification given to him, the Trustee shall vote such Unisys Stock in 
accordance with the Participant's instructions.  Shares of Unisys Stock that 
have not been credited to any Participant's Account or for which no 
instructions were timely received by the Trustees, whether or not credited to 
the Account of any Participant shall be voted by the Trustee in the same 
proportion that the allocated and voted shares of Unisys Stock have been voted 
by Participants.  The Investment Committee shall establish procedures under 
which notices shall be furnished to Participants as required by this subsection 
(b) and under which the Participants' instructions shall be furnished to the 
Trustee.


<PAGE> 28

        (c) Each Participant who has any amounts under his Account invested in 
the Unisys Common Stock Fund shall be given notice of any tender offer for, or 
a request or invitation for tenders of, Unisys Stock made to the Trustees.  
Instructions shall be requested from each such Participant as to the tendering 
of shares of Unisys Stock credited to his Account and for this purpose 
Participants shall be provided with a reasonable period of time in which they 
may consider any such tender offer for, or request or invitation for tenders 
of, Unisys Stock made to the Trustees.  The Trustees shall tender such Unisys 
Stock as to which the Trustees have received instructions to tender from 
Participants within the time specified.  Unisys Stock credited to an Account as 
to which the Trustee has not received instructions from a Participant shall not 
be tendered.  Shares of stock that have not been credited to any Participant's 
Account shall be tendered by the Trustee in the same proportion that the 
allocated and tendered shares of Unisys Stock have been tendered by 
Participants.  The Investment Committee shall establish procedures under which 
notices shall be furnished to Participants as required by this subsection (c) 
and under which the Participants' instructions shall be furnished to the 
Trustee.  In carrying out their responsibilities under this subsection (c) the 
Trustees may rely on information furnished to them by (or under procedures 
established by) the Investment Committee.

        (d) For all purposes of this Section 6.05, the number of shares of 
Unisys Stock held in a Participant's Account which are invested in the Unisys 
Common Stock Fund shall be the number of shares of Unisys Stock represented by 
the number of units held in such accounts after reducing such number of units 
by the number of units in such accounts which represent cash.

        (e) With respect to Participants subject to Section 16 of the 
Securities Exchange Act of 1934, the Investment Committee shall apply any 
requirements or restrictions required for the Plan to obtain the protections of 
Rule 16b-3 under the Securities Exchange Act of 1934 or any successor Rule or 
regulation intended to replace Rule 16b-3.

        6.06 Special Rule Regarding Appraisal of Unisys Stock.  If at any time 
the Unisys Stock held by the ESOP Portion of the Plan is not readily tradable 
on an established securities market, all valuations of such Unisys Stock with 
respect to activities carried on by the Plan shall be made by an independent 
appraiser meeting the requirements of section 401(a)(28) of the Code.

        6.07 Section 404(c) Compliance.  The Plan is intended to constitute a 
plan described in section 404(c) of ERISA and section 2550.404c-1 of the United 
States Department of Labor regulations.  Thus, no fiduciary of the Plan shall 
be liable for any loss, or by reason of any breach, which results from any 
investment direction made by a Participant, Beneficiary or alternate payee 
under a Qualified Domestic Relations Order.  The Company or its delegate shall 
comply with, or monitor compliance with, as required, all disclosure and other 
responsibilities described in sections 2550.404c-1(b)(2)(i)(A) and 
(b)(2)(i)(B)(1) of the United States Department of Labor regulations except 
that the Trustee shall monitor compliance with those procedures established to 
provide confidentiality of information relating to the exercise of voting and 
tender rights by Participants.  If the Company determines that a situation has 
potential for undue influence by the Company, the Company shall direct an 
independent party to perform such activities as are necessary to ensure the 
confidentiality of the rights of Participants.


<PAGE> 29

                                     ARTICLE VII 
                                        VESTING

        7.01 Vesting Schedule.

        (a) A Participant shall at all times be fully vested in the balance of 
his After-Tax Account, Tax Deferred Account, GPEP Account, Tax Deductible 
Contribution Account, and Rollover Account.

        (b) A Participant employed by an Employer on or after January 1, 2000 
shall be fully vested in his ESOP Account and Regular Account.  Before January 
1, 2000, a Participant generally was fully vested in his ESOP Account and 
Regular Account upon his completion of a five-year period of Service; provided, 
however, that:

               (1) a Participant who was formerly a participant in CTIP who 
incurs a Severance from Service after October 1, 1992 was at all times fully 
vested in his Regular Account and ESOP Account.

               (2) a Participant who was formerly a participant in the 
Burroughs Plan who incurred a Termination of Employment after March 31, 1988, 
before being credited with five years of Service, or who incurred a Termination 
of Employment on or before March 31, 1988, before being credited with ten years 
of Service, shall continue to be vested in the portion of his Account, if any, 
attributable to his vested matching contributions previously made under the 
Burroughs Plan in accordance with the terms of the Burroughs Plan on March 31, 
1988.

Notwithstanding the foregoing, however, a Participant shall be 100% vested in 
his ESOP and Regular Account upon the earliest of his attainment of Normal 
Retirement Age or death, regardless of the number of his years of Service if 
such event occurs prior to his Termination of Employment.

        7.02 Forfeitures.

        (a) The unvested portion of a Participant's Accounts shall be 
forfeited as of the earlier of the date described in paragraphs (1) and (2) 
below:


<PAGE> 30

               (1) as of the last day of the Plan Year in which a Participant 
first incurs a Period of Severance;

               (2) the last day of the Plan Year following the Plan Year in 
which the Participant receives a distribution of his entire vested interest 
under the Plan.

        (b) For purposes of subsection (a), a Participant who terminates 
employment with the Employer and all Affiliates and has no vested interest in 
his Accounts at such time, shall be deemed to have received a single sum 
payment of his entire vested interest in his Accounts as of the date of his 
Termination of Employment.  Restorations pursuant to this subsection (b) shall 
be made from currently forfeited accounts in accordance with subsection (d), or 
from additional contributions by the Employer.

        (c) If a Participant whose unvested Account balance is forfeited in 
accordance with this Section 7.02 is rehired by the Company, an Affiliate, or 
an Associated Company before incurring a five-year Period of Severance, any 
amount forfeited under this Section 7.02 shall be restored to his Accounts.  
Restorations pursuant to this subsection (c) shall be made from currently 
forfeited amounts in accordance with subsection (d) or from additional 
contributions by the Employer.

        (d) Amounts forfeited in accordance with this Section 7.02 with respect 
to a Plan Year shall be used first to restore future amounts required to be 
restored in accordance with subsections (b) or (c) with respect to the Plan 
Year.  After such restoration, if any, is made, such amounts shall be used to 
reduce the Matching Contribution of the Employer of the Employee to whom the 
forfeiture relates or pay Plan expenses.

                                 ARTICLE VIII 
                               AMOUNT OF BENEFITS

        8.01 Benefits Upon Severance from Service.  A Participant who incurs a 
Severance from Service for a reason other than death shall be entitled to a 
distribution of the entire vested balance of his Accounts as of the Valuation 
Date coincident with or immediately preceding his Benefit Commencement Date.

        8.02 Death Benefits.  If a Participant's Severance from Service occurs 
by reason of his death, his Beneficiary shall be entitled to a distribution of 
the entire vested amount credited to the Participant's Accounts as of the 
Valuation Date coincident with or next following his Benefit Commencement Date.


<PAGE> 31

                                  ARTICLE IX 
                        PAYMENT AND FORM OF BENEFITS

        9.01 Form of Benefit Paid to Participant.

        (a) Unless a Participant elects otherwise in accordance with subsection 
(b), any benefit due a Participant under Article IX shall be paid in a single 
sum, subject to 9.04.  If the vested Account balance to which a Participant is 
entitled is zero as of the date of the Participant's Severance from Service, 
such Participant shall be deemed to have received a single sum payment of his 
entire vested Account balance under the Plan as of such date.

        (b) If a Participant's vested Account balance exceeds $1,000 as of his 
Benefit Commencement Date, he may, in lieu of the single sum payment prescribed 
under subsection (a), elect an optional form of distribution; provided that 
such election must be in writing and be made within the Notice Period in the 
manner prescribed by the Administrative Committee.  The optional forms of 
distribution among which a Participant may elect shall be determined as follows:

               (1) an annuity as described below:

                          (A) Unless an optional form of annuity is elected 
under paragraph (B), the normal form of an annuity for a married participant is 
a Qualified Joint and Survivor Annuity and the normal form of annuity for an 
unmarried participant is a single life annuity.

                          (B) Subject to the election requirements described in 
this paragraph (B), a Participant described under this paragraph (B) may elect 
to receive one of the following forms of annuities in lieu of the normal form 
of annuity described under paragraph (A):

                                      (i) a reduced monthly pension payable to 
the Participant for life and, after his death, 50% to his Beneficiary for life; 
or

                                      (ii) a single life annuity.

An election under this paragraph (B) is only valid if (i) it is in writing, 
(ii) it is made within the Notice Period, and (iii) the Participant's Spouse, 
if any, consents to the form of benefit in writing and such consent is 
witnessed by a notary public or an authorized representative of the Plan.  
Such election will not be valid, however, if it is made before the Participant 
receives, within the Notice Period, an explanation from the Administrative 
Committee of (i) the terms and conditions of the normal form of annuity  and 
the other forms of benefit available to him under the Plan, (ii) the 
Participant's ability to make, and the effect of, an election to waive the 
normal form of annuity, (iii) to the extent applicable, the rights of the 
Participant's Spouse; and (iv) the Participant's ability to make, and the 
effect of, a revocation of a previous waiver of the normal form of annuity.


<PAGE> 32

               (2) monthly, quarterly, semi-annual or annual installments 
payable over a period of no less than one-year and no greater than the joint 
life expectancy of the Participant and his Beneficiary.

        9.02 Benefit Commencement Date.

        (a) Except as provided under this Article IX, if the Participant's 
vested Account balance as of his Benefit Commencement Date does not exceed 
$1,000, his benefit under the Plan shall be paid in a single sum as soon as 
administratively practicable following the Valuation Date coinciding with or 
next following date of the Participant's termination of employment with 
Employer.

        (b) Except as otherwise provided under this Article IX, if the 
Participant's vested Account balance as of his Benefit Commencement Date is 
greater than $1,000, the benefit payable to a Participant in accordance with 
Article VIII shall be paid or commence as of the first day of the month 
following the Participant's attainment of Normal Retirement Age.  If the 
Participant's Severance from Service occurs before his attainment of Normal 
Retirement Age, however, the Participant may elect, in writing, to have his 
benefit paid or commence on the first day of any month following the month in 
which his Severance from Service occurred.

        9.03 Form and Payment of Death Benefit.  A Participant shall designate 
a Beneficiary or Beneficiaries to receive any benefits which may be payable 
under the Plan in the event of his death.  If the vested Account balance to 
which a Beneficiary is entitled is $1,000 or less, such amount shall be paid in 
a single sum, subject to Section 9.04.  If the Account balance payable upon a 
Participant's death is zero, the Participant's Beneficiary shall be deemed to 
have received a single sum payment of the Participant's entire Account balance 
under the Plan or on the date of the Participant's death.  If the vested 
Account balance exceeds $1,000, the form of the death benefit shall be 
determined as follows:

        (a) If a married Participant dies before his Benefit Commencement Date:

               (1) if the Participant dies after electing an annuity payment in 
accordance with Section 9.01(b) and his sole Beneficiary is his surviving 
Spouse, unless his surviving Spouse elects otherwise in accordance with 
subsection (b), the Participant's vested Account balance shall be paid to his 
surviving Spouse in the form of a single life annuity;

               (2) if (A) a Participant is unmarried at the time of his death, 
or (B) is married but either (i) did not elect an annuity form of payment under 
Section 9.01(b) of the Plan prior to his death, or (ii) designated a 
Beneficiary other than or in addition to his Spouse, the Participant's vested 
Account balance shall be paid to his Beneficiary in a single sum, subject to 
Section 9.04.

        (b) If a Participant dies before his Benefit Commencement Date, his 
Beneficiary may elect one of the following forms of payment in lieu of the form 
described under subsection (a): 


<PAGE> 33

               (1) an immediately payable single sum;

               (2) a single life annuity; or

               (3) monthly installment payments over a period of no less than 
the life expectancy of the Beneficiary.

        (c) If a Participant dies on or after his Benefit Commencement Date but 
before the entire amount of his benefit has been paid, the remaining amount 
shall be paid to his Beneficiary in the form and over the period being used at 
the Participant's date of death.

With respect to a Benefit Commencement Date beginning before March 22, 1999, 
the $1,000 threshold under this Section 9.03 shall take into account all
 amounts withdrawn or distributed prior to such Benefit Commencement Date.

        9.04 Form of Single Sum Distributions.  If a benefit under the Plan is 
payable in a single sum, such amount shall generally be paid in cash.  However, 
a Participant or Beneficiary entitled to a distribution may elect, in the form 
and manner prescribed by the Administrative Committee, to receive the vested 
balance of the Account invested in the Unisys Common Stock Fund in the form of 
whole shares of Unisys Stock (and cash with respect to fractional shares).  
Before any distribution is made from the Plan in a single sum, the portion of a 
Participant's ESOP Account that has been invested in Investment Funds other 
than the Unisys Common Stock Fund, shall be automatically reinvested in the 
Unisys Common Stock Fund before distribution.

        9.05 Put Options.  If the Unisys Stock held under the ESOP Portion of 
the Plan is not readily tradable on an established securities market (within 
the meaning of section 409(h)(1)(B) of the Code), any Participant who is 
entitled to a distribution of such shares from the Plan shall have a right to 
require the Company to repurchase such shares in accordance with section 
409(h)(1)(B) of the Code.  Unisys Stock held under the ESOP Portion of the 
Plan shall not be subject to a put, call, or other option, or a buy-sell or 
similar arrangement either while held by the Plan or when distributed to or 
on account of a Participant whether or not the Plan is then an Employee Stock 
Ownership Plan.

        9.06 Direct Rollovers.  In the event any payment or payments, excluding 
any amount not includible in gross income, to be made to a Distributee pursuant 
to this Article IX would constitute an "eligible rollover distribution," such 
Distributee may elect, in accordance with this Section 9.06, that, in lieu of 
payment to the Distributee, all or part of such "eligible rollover 
distribution" be rolled over directly to the trustee or custodian of an 
"eligible retirement plan."  Any such request shall be made in writing, on the 
form and subject to such requirements and restrictions as may be prescribed by 
the Plan Manager for such purpose pursuant to Treasury regulations, at such 
time in advance of the date payment would otherwise be made as may be required 
by the Plan Manager.  Within the Notice Period, the Plan Manager shall supply a 
Participant or other Distributee entitled to receive an "eligible rollover 
distribution" with a written explanation of the rollover rules and tax 
treatment applicable to his distribution.


<PAGE> 34

For purposes of this Section 9.06, an "eligible rollover distribution" means a 
distribution from the Plan, excluding (i) any distribution that is one of a 
series of substantially equal periodic payments (not less frequently than 
annually) over the life (or life expectancy) of the individual, the joint 
lives (or joint life expectancies) of the individual and the individual's 
designated beneficiary, or a specified period of ten (10) or more years, (ii) 
any distribution to the extent such distribution is required under section 
401(a)(9) of the Code, and (iii) effective January 1, 1999, any hardship 
distribution described in section 401(k)(2)(B)(i)(IV) of the Code.

For purposes of this Section 9.06, an "eligible retirement plan" means (1) an 
individual retirement account described in section 408(a) of the Code, (2) an 
individual retirement annuity described in section 408(b) of the Code (other 
than an endowment contract), (3) a qualified plan the terms of which permit 
the acceptance of rollover distributions, or (4) an annuity plan described in 
section 403(a) of the Code; provided, however, that the eligible retirement 
plans described in clauses (3) and (4) shall not apply with respect to a 
distribution made to a Beneficiary who is the surviving spouse of a Participant.

        9.07 Minimum Required Distribution.  If a Participant is a 5% owner of 
the Employer (as determined under section 416 of the Code), or if a Participant 
attained age 701/2 before January 1, 2002, he shall receive, with respect to 
each calendar year during which and following the calendar year in which he 
attained age 701/2, the minimum required distribution amount described under 
section 401(a)(9) of the Code and the regulations thereunder.  In no event 
shall the first minimum required distribution be made later than the April 1 of 
the calendar year following the calendar year in which he attained age 701/2.  
The amount of such distribution shall be determined in accordance with section 
401(a)(9) of the Code and the regulations thereunder.  The amount of minimum 
required distributions for calendar years prior to 2003 shall be determined and 
made in accordance with the regulations under section 401(a)(9) of the Code 
that were proposed in 1987, including the minimum distribution incidental 
benefit requirement of section 1.401(a)(9)-2 of the proposed regulations.  The 
amount of minimum required distributions for the 2003 calendar year and 
thereafter shall be determined and made in accordance with the final 
regulations promulgated under section 401(a)(9) of the Code, including the 
minimum distribution incidental benefit requirement of Q&A-1(d) of section 
1.401(a)(9)-5 of the final regulations.

                                      ARTICLE X 
                                WITHDRAWALS AND LOANS

        10.01 General.  A Participant may withdraw amounts from his Account to 
the extent provided under this Article X and, if applicable, in accordance with 
Appendix B.  Any withdrawal shall be considered the distribution of a portion 
of the Participant's benefit and shall be paid in a single sum.  A withdrawal 
shall be disregarded, however, for purposes of determining whether the 
Participant's Benefit Commencement Date has occurred.  A Participant's request 
for a withdrawal must be made in writing within the period prescribed by the 
Plan Manager.  The amount of the withdrawal shall be divided proportionally 
among the Investment Funds in which the Accounts from which the withdrawal is 
to be made are invested.  Withdrawals shall be made in accordance with the 
procedures established by the Plan Manager.


<PAGE> 35

        10.02 Withdrawals from After-Tax Account.  Subject to the requirements 
set forth in Section 10.01, a Participant who is an Employee may withdraw all 
or a portion of the balance of his After-Tax Account (other than earnings on 
After-Tax Contributions made on or after January 1, 1987), up to one time in 
any six-consecutive month period.  Withdrawals from a Participant's After-Tax 
Account shall be made in the following order:

        (a) After-Tax Contributions made before January 1, 1987; then

        (b) Amounts relating to After-Tax Contributions after December 31, 
1986, including a pro-rata portion of the earnings thereon; and then

        (c) Earnings on After-Tax Contributions made before January 1, 1987.

        10.03 Withdrawals from Tax Deductible Contribution Account and Rollover 
Account.  Subject to the requirements set forth in Section 10.01, a Participant 
may withdraw all or a portion of the balance of his Tax Deductible Contribution 
Account or Rollover Account at any time.

        10.04 Withdrawals from Regular Account.  Subject to the requirements 
set forth in Section 10.01, a Participant who is an Employee may withdraw all 
or a portion of the balance of his Regular Account, up to one time in any six-
consecutive month period if the following requirements are met:

        (a) the Participant has withdrawn the entire balance of his After-Tax 
Account; and 

        (b) the Participant's aggregate years of participation in this Plan and 
any Prior Plan is five years.

        10.05 Withdrawals from ESOP Account.  Subject to the requirements set 
forth in Section 10.01, a Participant who is an Employee may withdraw all or a 
portion of the vested balance of his ESOP Account (other than the portion of 
his ESOP Account attributable to Matching Contributions made on or after 
January 1, 2007), up to one time in any six-consecutive month period if the 
following requirements are met:

        (a) the Participant has withdrawn the entire balance of his After-Tax 
Account and his Regular Account; and 

        (b) the Participant's aggregate years of participation in this Plan and 
any Prior Plan is five years.

        10.06 Withdrawals from GPEP Account.  Subject to the requirements set 
forth in Section 10.01, a Participant who is an Employee and who has withdrawn 
the entire balance of his After-Tax Account and his Regular Account may, up to 
one time in any six consecutive month period, withdraw the portion of the 
balance of his GPEP Account attributable to Contributions made at least 36-
months prior to the date the withdrawal is requested.



<PAGE> 36.

        10.07 Hardship Withdrawals.

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

        (b) In the event a Participant receives a withdrawal under this 
Section 10.07, the Participant shall be both ineligible to have Tax Deferred 
Contributions made on his behalf and ineligible to make After-Tax Contribution 
for the 6-month period following his receipt of the withdrawal.

        (c) For purposes of this Section 10.07, an immediate financial hardship 
is expenses incurred as a result of:

               (1) expenses for medical care described in section 213(d) of the 
Code incurred by the Participant, the Participant's spouse, or any dependents of
the Participant as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3) 
(or the distribution is necessary for such persons to obtain such medical care);

               (2) the purchase (excluding mortgage payments) of a principal 
residence for the Participant;

               (3) the payment of tuition and related educational fees for the 
next 12 months of post-secondary education for the Participant, his spouse, 
children or dependents (as defined in Treas. Reg. Section 1.401(k)-
1(d)(3)(iii)(B)(3));

               (4) expenses for the repair of damage to the Participant's 
principal residence that would qualify for the casualty deduction under section 
165 of the Code (determined without regard to whether the loss exceeds 10% of 
adjusted gross income);

               (5) the need to prevent the eviction of the Participant from, or 
foreclosure on the mortgage of, the Participant's principal residence;

               (6) payments for burial or funeral expenses for the 
Participant's deceased parent, spouse, children or dependents (as defined in 
Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));

               (7) federal, state or local income taxes or penalties reasonably 
anticipated to result from the distribution; or

               (8) such other circumstances as may be prescribed by the 
Secretary of the Treasury or his delegate.



<PAGE> 37

The final determination of whether an immediate and heavy financial hardship 
exists shall be determined by the Plan Manager, which shall be under no 
obligation to verify independently the facts of hardship submitted by a 
Participant.  Unless the Plan Manager or its designee has actual knowledge to 
the contrary, the Plan Manager shall be entitled to rely upon an affidavit 
signed by the Participant as proof of the elements necessary for a hardship 
withdrawal.

        (d) For purposes of this Section 10.07, a withdrawal shall be deemed to 
be in the amount necessary to alleviate an immediate financial hardship if:

               (1) the amount of the withdrawal does not exceed the amount 
required to satisfy the immediate and heavy financial need;

               (2) the Participant has obtained all available withdrawals and 
distributions from his Regular Account, ESOP Account, GPEP Account, Tax 
Deductible Contribution Account, Rollover Account, and After-Tax Contribution 
Account;

               (3) the amount of the withdrawal under this Section 10.07 will 
not cause the a violation of the maximum loan limitations for any loan 
outstanding at the time of the withdrawal request; and

               (4) the Participant has obtained all nontaxable loans currently 
available to the Participant from the Plan and all plans maintained by the 
Company or an Affiliate.

        10.08 Withdrawals after Age 591/2.  Subject to the requirements set 
forth in 10.01, after he has attained age 591/2, a Participant may withdraw all 
or any portion of his vested interest in his Account, up to one time in any six-
consecutive month period.

        10.09 Loans to Participants.  The Plan Manager may, in his discretion, 
cause the Plan to lend to any qualified Participant an amount, as requested by 
the Participant, from his Accounts (excluding amounts held in his Tax 
Deductible Contribution Account or GPEP Account), upon such terms as the Plan 
Manager may see fit and, if applicable, in accordance with Appendix B.

        (a) Qualification for Loans.  A Participant is eligible for a Plan loan 
if he is (1) an Employee, or (2) a Participant who is a party in interest, as 
determined under section 3(14) of ERISA.

        (b) Amount of Loan.  The amount lent to any Participant shall not exceed
the lesser of:

               (1) the lesser of  $50,000 or 50% of the amount in the 
Participant's vested interest in his Accounts; or

               (2) the greater of $10,000, or one-half of the value of the 
vested portion of the Employee's accounts under all plans maintained by the 
Employer and all Affiliates.



<PAGE> 38

For purposes of determining the maximum amount of a loan under this subsection 
(b), the balance of a Participant's Tax Deductible Contribution Account and 
GPEP Account shall be disregarded.  The minimum amount of any loan made to a 
Participant shall be set by the Plan Manager from time to time, in a uniform 
and nondiscriminatory manner.  A Participant may not have more than one loan 
outstanding at any time.

        (c) Loan Term; Interest Rates.  Each loan shall be repaid within no 
less than one year and no more than five years from the date the loan is made, 
unless the loan proceeds are used to acquire a dwelling that is to be used as 
the Participant's principal residence, in which event the term of the loan may 
not be more than fifteen years.  Each loan shall bear a fixed rate of interest 
that is commercially reasonable, as determined by the Plan Manager.

        (d) Other Loan Requirements.  The amount lent to any Participant shall 
be debited against all of the Participant's Accounts from which the loan may 
be made (as determined under subsection (a)) such that the amount of the loan 
is prorated among such Accounts on the basis of the balance of each Account at 
the time the loan is made, and the interest paid to the Trustee by the 
Participant on the loan shall be allocated to such Accounts and to the Account 
of no other Participant.  The amount of any loan, including accrued interest, 
unrepaid at the time a Participant or his Beneficiary becomes entitled to a 
distribution under Article IX shall be deducted from the amount otherwise 
distributable to the Participant or Beneficiary.  No note or other document 
evidencing a loan shall be negotiable or otherwise assignable.

        (e) Elections.  In order to be valid, a Participant's request for a 
loan must be made in the time and manner prescribed by the Plan Manager.

        (f) Expense of Loan.  The Plan Manager may charge a reasonable loan 
processing fee as well as an annual loan administration fee for each year the 
loan is outstanding.  Such fee shall be applied on a uniform and 
nondiscriminatory manner.

        (g) Repayment.  Loans shall be repaid in equal installments (not less 
frequently than quarterly) through payroll withholding or, in the case of a 
Participant's unpaid authorized leave of absence or lay-off, by personal 
check.  A Participant may fully repay the loan at any time without penalty.  
Loans shall become immediately due and payable upon a Participant's 
Termination of Employment, retirement or death.

        (h) Loan Security and Documentation.  A loan shall be evidenced by a 
written document containing such terms and conditions as the Plan Manager shall 
determine, and shall be secured by the Participant's vested interest in his 
Accounts (other than his Tax Deductible Contributions Account).


                                    ARTICLE XI 
                     SPECIAL PROVISIONS FOR TOP-HEAVY PLANS

        11.01 Determination of Top-Heavy Status.  The Plan shall be considered 
top-heavy for the Plan Year, if, as of the Determination Date:


<PAGE> 39

        (a) the Plan is not part of an Aggregation Group and the Key Employee 
Ratio, determined by substituting the "Plan" for the "Aggregation Group" each 
place it appears in Section 2.35, exceeds 60%, or 

        (b) the Plan is part of an Aggregation Group and the Key Employee 
Ratio of such Aggregation Group exceeds 60%;

The Plan shall be deemed super top-heavy as to any Plan Year if, as of the 
Determination Date with respect to such Plan Year, the conditions of 
subsections (a) or (b) hereof are met with "90%" substituted for "60%" therein.

        11.02 Minimum Contributions.  For any Plan Year in which the Plan is 
determined to be top-heavy or super top-heavy within the meaning of Section 
11.01, the Plan shall provide a minimum Employer contribution (consisting of 
Matching Contributions, nonelective Employer contributions, or both) for each 
Participant who is a Non-Key Employee and has not incurred a Severance from 
Service by the end of the Plan Year in an amount equal to 5% of the 
Participant's Testing Compensation.

        11.03 Adjustments to Maximum Limits on Benefits and Contributions.  
For any Plan Year in which the Plan is determined in accordance with Section 
11.01 to be a top-heavy plan or a super top-heavy plan, the definitions of 
"defined contribution fraction" and "defined benefit fraction" for purposes of 
the limitation on benefits referenced in Section 5.05 shall be modified as 
required under section 416 of the Code.

        11.04 Minimum Vesting.  For any Plan Year in which the Plan is defined 
to be top-heavy or super top-heavy within the meaning of Section 11.01, each 
Participant during such Plan Year shall become 100% vested in all of his 
Accounts and shall remain fully vested in such Accounts after the Plan ceases 
to be top-heavy.


                                  ARTICLE XII 
                               PLAN ADMINISTRATION

        12.01 Fiduciary Responsibility.

        (a) The Plan shall be administered by the Administrative Committee, 
which shall be the Plan's "named fiduciary" and "administrator," as those terms 
are defined by ERISA, and its agent designated to receive service of process.  
All matters relating to the administration of the Plan, including the duties 
imposed upon the plan administrator by law, except those duties allocated to 
the Plan Manager and those duties relating to the control or management of Plan 
assets, shall be the responsibility of the Administrative Committee.  The 
Administrative Committee or the Plan Manager, as the case may be, shall have 
the power to interpret and construe the provisions of the Plan, and to decide 
such questions as may rise in connection with the operation of the Plan, 
including interpretation of ambiguous Plan provisions, determination of 
disputed facts, and application of Plan provisions to unanticipated 
circumstances.  The determination of the Administrative Committee or the Plan 
Manager (to the extent of his duties under the Plan), as the case may be, shall 
be subject to review only for abuse of discretion.


<PAGE> 40

        (b) The Plan Manager shall be responsible for the day-to-day 
administration of the Plan and shall have the authority to adopt such rules, 
guidelines, forms and procedures, not inconsistent with the terms of the Plan, 
as deemed necessary and/or appropriate to the operation and/or administration 
of the Plan.  The Plan Manager shall also be responsible for the reporting and 
disclosure requirements applicable to the Plan under ERISA, the Code and/or any 
other Federal, state or local law.

        (c) The Investment Committee shall be responsible for all matters 
relating to the control and management of Plan assets to the extent not 
assigned to the Trustee in the Trust Agreement or other instrument.  The duties 
and responsibilities of the Investment Committee shall include, but not be 
limited to, the selection of the Investment Funds, the selection of the 
Investment Manager, and the monitoring of the performance of the Investment 
Manager and Trustee.  The Investment Committee shall be a "named fiduciary" as 
that term is defined by ERISA.

        12.02 Appointment and Removal of Plan Manager and Committees.  The Plan 
Manager, the Administrative Committee and the Investment Committee shall be 
appointed and may be removed by the Board.  The Plan Manager and persons 
appointed to the Administrative Committee or the Investment Committee may be, 
but need not be, employees of the Employer.  The Plan Manager and any 
Administrative Committee or Investment Committee member may resign by giving 
written notice to the Board, which notice shall be effective 30 days after 
delivery.  The Plan Manager and any Administrative Committee or Investment 
Committee member may be removed by the Board by written notice to such Committee
person, which notice shall be effective upon delivery.  The Board shall 
promptly select a successor following the resignation or removal of the Plan 
Manager or of any Administrative Committee or Investment Committee member, if 
necessary to maintain both an Administrative Committee and the Investment 
Committee of at least one member.

        12.03 Compensation and Expenses of Plan Manager and Committees.  The 
Plan Manager and members of the Administrative Committee and members of the 
Investment Committee who are Employees shall serve without compensation.  The 
Plan Manager and members of the Administrative Committee or Investment 
Committee who are not Employees may be paid reasonable compensation for 
services rendered to the Plan.  Such compensation, if any, and all ordinary 
and necessary expenses of the Plan Manager, and the Administrative Committee 
and Investment Committee shall be paid from the Fund unless paid by the 
Employer.

        12.04 Plan Manager and Committee Procedures.  The Plan Manager, and the 
Administrative Committee and Investment Committee may enact such rules and 
regulations for the conduct of their business and for the administration of the 
Plan, as each may deem desirable.  The Administrative Committee and Investment 
Committee may act either at meetings at which a majority of its members are 
present or by a writing signed by a majority of its members without the holding 
of a meeting.  Records shall be kept of the meetings and actions of the 
Administrative Committee and the Investment Committee, and of the actions of 
the Plan Manager.  Neither the Plan Manager, nor any Administrative Committee 
or Investment Committee member who is a Participant in the Plan shall vote 
upon, or take an active role in resolving, any question affecting only his 
Accounts.



<PAGE> 41

        12.05 Indemnification of the Plan Manager and Committees.  The Plan 
Manager and each member of the Administrative Committee and the Investment 
Committee shall be indemnified by the Company against costs, expenses and 
liabilities (other than amounts paid in settlement to which the Company does 
not consent) reasonably incurred by him in connection with any action to which 
he may be a party by reason of his service as Plan Manager or a member of the 
Administrative Committee or Investment Committee except in relation to matters 
as to which he shall be adjudged in such action to be personally guilty of 
willful misconduct in the performance of his duties.  The foregoing right to 
indemnification shall be in addition to such other rights as the Plan Manager 
or the member of the Administrative Committee or Investment Committee may enjoy 
as a matter of law or by reason of insurance coverage of any kind, but shall 
not extend to costs, expenses and/or liabilities otherwise covered by insurance 
or that would be so covered by any insurance then in force if such insurance 
contained a waiver of subrogation.  Rights granted hereunder shall be in 
addition to and not in lieu of any rights to indemnification to which the Plan 
Manager or the member of the Administrative Committee or Investment Committee 
may be entitled pursuant to the bylaws of the Company.  Service as Plan Manager 
or as a member of the Administrative Committee or Investment Committee shall be 
deemed in partial fulfillment of the member's function as an employee, officer 
or director of the Employer, if he serves in that capacity as well as in the 
role of Plan Manager or a member of the Administrative Committee or Investment 
Committee.

        12.06 Exclusive Benefit Rule.  The Plan Manager and the Administrative 
Committee and Investment Committee shall administer the Plan for the exclusive 
purpose of (a) providing benefits to Participants and their Beneficiaries and 
(b) defraying reasonable expenses of administering the Plan.

        12.07 Consultants.  The Plan Manager and the Administrative Committee 
and Investment Committee may, and to the extent required for the preparation of 
reports shall, employ accountants, actuaries, attorneys and other consultants 
or advisors.  The fees charged by such accountants, actuaries, attorneys and 
other consultants or advisors shall represent reasonable compensation for 
services rendered and shall be paid from the Fund unless paid by the Employer.

        12.08 Payment of Plan Expenses.  The expenses incurred by the Employer 
in connection with the operation of the Plan, including, but not limited to, 
expenses incurred by reason of the engagement of professional assistants and 
consultants, shall be expenses of the Plan and shall be payable by the Plan at 
the direction of the Plan Manager.  The Employer shall have the option, but not 
the obligation, to pay any such expenses, in whole or in part, and, by so 
doing, to relieve the Plan from the obligation of bearing such expenses.  
Payment of any such expenses by the Employer on one occasion shall not bind 
the Employer to pay any similar expenses on any subsequent occasion.  For the 
purpose of administrative convenience, the Employer may pay certain expenses 
otherwise payable by the Plan, for which it shall seek reimbursement by the 
Trustee from the assets held in the Fund.


<PAGE> 42

        12.09 Method of Handling Plan Funds.  All payments to the Fund shall be 
made by the employee of the Employer charged with that responsibility by the 
Board.  All payments from the Fund shall be made by the Trustee.

        12.10 Delegation and Allocation of Responsibility.  To the extent 
permitted under the terms of the Trust Agreement or applicable law, the Trustee 
and any named fiduciary of the Plan may, by unanimous action in writing, 
delegate or assign any of its responsibilities for administering the Plan to 
one or more individuals or entities.  In the event of any such delegation or 
allocation, the Trustee or any named fiduciary, as applicable, shall establish 
procedures for the thorough and frequent review of the performance of such 
duties.  Persons to whom responsibilities have been delegated may not delegate 
to others any discretionary authority or discretionary control with respect to 
the management or administration of the Plan.

        12.11 Claims Procedures.

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

               (1) state the specific reason or reasons for the denial;

               (2) make reference to the specific provisions of the Plan upon 
which the denial is based;

               (3) provide a description of any additional material or 
information necessary for the claimant to perfect the claim and an explanation 
of why such material or information is necessary;

               (4) set forth the procedure by which the claimant may appeal the 
denial of his or her claim and the applicable time limitations; and

               (5) a statement of the claimant's rights to bring a civil action 
under section 502(a) of ERISA following an adverse benefit determination on 
appeal.


<PAGE> 43

        (b) Review of Denial.  In the event a claimant wishes to appeal the 
denial of his claim, the claimant (or his or her authorized representative) may 
request a review of such denial by making application in writing to the 
Administrative Committee within 60 days after receipt of such denial.  Such 
review will take into account all comments, documents, records, and other 
information submitted by the claimant relating to the claim, without regard to 
whether such information was submitted or considered in the initial benefit 
determination.  Such claimant (or his or her duly authorized representative) 
may, upon written request to the Administrative Committee and free of charge, 
have reasonable access to, and copies of, all documents, records, and other 
information relevant to the claim for benefits.  In addition, the claimant or 
his authorized representative may submit to the Administrative Committee written
comments, documents, records and other information related to the claim for 
benefits.  Appeals not timely filed shall be barred.  Within 60 days after 
receipt of a written appeal, the Administrative Committee shall make a 
determination and notify the claimant of its final decision.  If the 
Administrative Committee determines that special circumstances require an 
extension of time for processing the claim, the Administrative Committee shall 
be allowed an extension of time of up to an additional 60 days and shall so 
notify the claimant in writing (prior to the end of the initial period) the 
reason or reasons for such extension and the date by which a decision is 
expected.  The final decision on review shall contain:

               (1) specific reasons therefor;

               (2) reference to the specific Plan provisions upon which it is 
based;

               (3) a description of the claimant's right to receive, upon 
written request and free of charge, reasonable access to, and copies of, all 
documents, records, and other information relevant to the claim for benefits;

               (4) a description of any voluntary appeals procedures offered by 
the Plan; and

               (5) a statement of the claimant's rights to bring a civil action 
under section 502(a) of ERISA.

If the Administrative Committee has not exceeded the time limitations set forth 
in this Section 12.11, the decision shall be final and conclusive on all 
persons claiming benefits under the Plan, subject to applicable law.  If the 
claimant challenges the decision of the Administrative Committee, a review by a 
court of law shall be limited to the facts, evidence, and issues presented 
during the claims and appeals procedure set forth above.  The claims and 
appeals process described herein must be exhausted before the claimant can 
pursue the claim in federal court.  Facts and evidence that become known to the 
claimant after having exhausted the review procedure may be submitted for 
reconsideration of the review decision in accordance with the time limits 
established above.  Issues not raised during the review process shall be deemed 
waived.



<PAGE> 44

                                 ARTICLE XIII 
                           AMENDMENT AND TERMINATION

        13.01 Amendment.  The Plan may be amended at any time and from time to 
time by or pursuant to a formal written action of the Board, the Compensation 
Committee of the Board, the Company's Chief Financial Officer and the most 
senior Human Resources officer of the Company acting as a committee, or the 
Administrative Committee, subject to the following restrictions:

        (a) the Administrative Committee may make amendments only to the extent 
that they are necessary or appropriate to maintain the Plan's compliance with 
the applicable statutes or regulations;

        (b) the Company's Chief Financial Officer and most senior Human 
Resources officer of the Company acting as a committee may make amendments only 
to the extent that the effect of the amendments results in an annual cost of 
less than $1,000,000;

        (c) the Company's Chief Executive Officer may make amendments only to 
the extent that the effect of the amendments results in an annual cost less 
than $25,000,000; and

        (d) the Compensation Committee of the Board may make amendments only to 
the extent that the affect of the amendments results in an annual cost less 
than $50,000,000.

Notwithstanding the foregoing, however, to the extent that the Company's 
Corporate Delegation Chart or other action of the Board modifies the amendatory 
authority described in the preceding sentence, the Plan shall be deemed to have 
been amended in accordance with the Delegation of Authority Chart or such Board 
action.  In no event shall an amendment be effective to the extent that it has 
the effect of decreasing the balance of a Participant's Account or eliminating 
an optional form of benefit payment for benefits attributable to service before 
the later of the date the amendment is adopted or the date it becomes 
effective, except to the extent permissible under section 411(d)(6) of the Code 
and the regulations thereunder.  If the vesting schedule of the Plan is 
amended, the nonforfeitable interest of a Participant in his Accounts, 
determined as of the later of the date the amendment is adopted or the date it 
becomes effective, shall not be less than the Participant's nonforfeitable 
interest in his Accounts determined without regard to such amendment.  If the 
Plan's vesting schedule is amended, each Participant with three or more Years 
of Service may elect to have the nonforfeitable percentage of his Accounts 
computed under the Plan without regard to such amendment.  The Participant's 
election shall be made within 60 days after the latest of (1) the date the 
amendment is adopted, (2) the date the amendment becomes effective, or (3) the 
date the Participant is given written notice of the amendment by the Board or 
the Trustee.

        13.02 Termination or Partial Termination.

        (a) Right to Terminate Reserved.  While the Company intends to continue 
the Plan indefinitely, it reserves the right to terminate the Plan at any time 
by formal written action of the Board.  Further, any Employer may, at any time 
for any reason, withdraw from participation in the Plan, in whole or in part, 
by action of its governing board.

        (b) Treatment of Participants Upon Termination.  If the Plan is 
terminated or partially terminated, Accrued Benefits of the Participants 
affected thereby shall immediately vest and be nonforfeitable, to the extent 
funded.  No employees of such Employer who are not then Participants may 
thereafter be admitted to the Plan, and the Employer shall make no further 
contributions to the Fund.

        (c) Liability of Employer.  The Employer shall have no liability in 
respect of payment under the Plan, except to pay over to the Trustee the 
contributions otherwise required under the Plan, and each Participant or his 
Beneficiary shall look solely to the Trust for distribution of benefits under 
the Plan.

        (d) Successor Employers.  Unless this Plan is terminated earlier, a 
successor employer of the Employees of the Employer may continue this Plan and 
Trust by joining with the Trustee in executing an appropriate supplemental 
agreement.  Such successor employer shall ipso facto succeed to all the rights, 
powers, and duties of the Employer hereunder.  In such event, the Plan shall 
not be deemed to have terminated and the employment of any Employee who is 
continued in the employ of such successor Employer shall be deemed not to have 
been terminated or severed for any purposes hereunder.


                                       ARTICLE XIV 
                                      MISCELLANEOUS

        14.01 Merger, Consolidation or Transfer of Assets or Liabilities.  The 
Company reserves the right to merge or consolidate the Plan with any other 
defined contribution plan qualified under section 401(a) of the Code, or to 
transfer Plan assets or liabilities to any other qualified defined contribution 
plan, provided that the amount standing to the credit of each Participant's 
Accounts immediately after any such merger, consolidation or transfer of assets 
or liabilities shall be at least equal to the amount standing to the credit of 
the Participant's Accounts immediately before such merger, consolidation or 
transfer, determined as if the Plan had then terminated.

        14.02 Limited Purpose of Plan.  The establishment or existence of the 
Plan shall not confer upon any Employee the right to be continued as an 
Employee.  The Employer expressly reserves the right to discharge any Employee 
whenever in its judgment its best interests so require.

        14.03 Nonalienation.  No benefit payable under the Plan shall be 
subject in any manner to anticipation, assignment, or voluntary or involuntary 
alienation.  This Section 14.03 shall not preclude the Trustee from complying 
with the terms of (a) a Qualified Domestic Relations Order, (b) a federal tax 
levy made pursuant to section 6331 of the Code, (c) subject to section 
401(a)(13) of the Code, a judgement relating to the Participant's conviction of 
a crime involving the Plan, or (d) subject to section 401(a)(13) of the Code, 
a judgement, order, decree, or settlement agreement between the Participant and 
the United States Department of Labor relating to a violation (or an alleged 
violation) of part 4 subtitle B of Title I of ERISA.

        14.04 General Distribution Requirements.  All distributions under the 
Plan shall be determined and made in accordance with the minimum distribution 
incidental death benefit requirements of the regulations under section 
401(a)(9) of the Code.  Effective prior to January 1, 2003, all distributions 
shall be determined and made in accordance with the minimum distribution 
requirements of the regulations under section 401(a)(9) of the Code that were 
proposed in 1987, including the minimum distribution incidental benefit 
requirement of section 1.401(a)(9)-2 of the proposed regulations.  Effective 
January 1, 2003, all distributions shall be determined and made in accordance 
with the final regulations promulgated under section 401(a)(9) of the Code, 
including the minimum distribution incidental benefit requirement of Q&A-1(d) 
of section 1.401(a)(9)-5 of the final regulations; provided, however, that 
the amount of any payments made to a Participant with a Benefit Commencement 
Date prior to January 1, 2003 shall not be decreased by the application of the 
final regulations.

        14.05 Facility of Payment.  If the Plan Manager, in his sole 
discretion, deems a Participant or Beneficiary who is entitled to receive any 
payment hereunder to be incompetent to receive the same by reason of age, 
illness, infirmity or incapacity of any kind, the Plan Manager may direct the 
Trustee to apply such payment directly for the benefit of such person, or to 
make payment to any person selected by the Plan Manager to disburse the same 
for the benefit of the Participant or Beneficiary.  Payments made pursuant to 
this Section 14.05 shall operate as a discharge, to the extent thereof, of all 
liabilities of the Employer, the Trustee, the Administrative Committee, the 
Plan Manager and the Fund to the person for whose benefit the payments are made.

        14.06 Impossibility of Diversion.  All Plan assets shall be held as 
part of the Fund until paid to satisfy allowable Plan expenses or to provide 
benefits to Participants or their Beneficiaries.  It shall be impossible, 
unless Section 4.10 or 14.07 applies, for any part of the fund to be used 
for, or diverted to, purposes other than the exclusive benefit of the 
Participants or their Beneficiaries or the payment of the reasonable expenses 
of the administration of the Plan or of the Fund or both, and the Fund shall 
continue for such time as may be necessary to accomplish the purposes for 
which it was established.

        14.07 Unclaimed Benefits.  If a Participant or Beneficiary to whom a 
benefit is payable under the Plan cannot be located following a reasonable 
effort to do so by the Trustee, such benefit shall be forfeited but shall be 
reinstated if a claim therefor is filed by the Participant or Beneficiary.

        14.08 Benefit Offsets for Overpayments.  If a Participant or 
Beneficiary receives benefits hereunder for any period in excess of the amount 
of benefits to which he was entitled under the applicable terms of the Plan, 
such overpayment shall be offset against current or future benefit payments, as 
applicable, until such time as the overpayment is entirely recouped by the
 Plan, as determined by the Plan Manager in his sole discretion.

        14.09 Contingent Effectiveness of Plan Amendment and Restatement.  The 
effectiveness of this amendment and restatement of the Plan shall be subject to 
and contingent upon a determination by the District Director of the Internal 
Revenue Service that the Plan and Trust continue to be qualified under the 
applicable provisions of the Code, so that the contributions by the Employer 
are deductible when made and the Trust continues to be exempt from federal 
income tax.  If the District Director determines that the amendment and 
restatement adversely affect the existing qualified status of the Plan and 
Trust, then, upon notice to the Trustee, the Board shall have the right further 
to amend the Plan or to rescind the amendment and restatement.

        14.10 Controlling Law.  The Plan shall be construed and enforced in 
accordance with the laws of the Commonwealth of Pennsylvania, without regard to 
any choice of law provisions, to the extent not preempted by federal law, which 
shall otherwise control.


IN WITNESS WHEREOF, and as evidence of the adoption of the Plan as amended and 
restated herein, Unisys Corporation has caused this instrument to be executed 
by its duly authorized representatives.



UNISYS CORPORATION:

By: 
           Patricia A. Bradford

Dated:  December 31, 2008


By: 
           Janet Brutschea Haugen

Dated:  December 30, 2008






<PAGE>

APPENDIX A
PARTICIPATING AFFILIATES
(EFFECTIVE JANUARY 1, 2007)
Unisys Corporation
Unisys Unigen Corporation
Unisys European Services Ltd.
Unisys Latin America and Caribbean Headquarters
Unisys Holding Corporation
Convergent, Inc.
Unisys NPL, Inc.
Unisys Funding Corporation I
Unisys AP Investment Company I
Unisys Africa Holding, Inc.
Unisys CEE, Inc.


<PAGE>

APPENDIX B
This Addendum amends and supplements the Plan to reflect relief granted by the 
Internal Revenue Service as well as relief granted under the Katrina Emergency 
Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of 2005 for certain 
individuals affected by Hurricanes Katrina, Rita and Wilma.


I.  Definitions.  For purposes of this Addendum, the following definitions 
apply:

  1.1  "Eligible Retirement Plan" means a qualified retirement plan, such as 
the Plan, a 403(a) annuity, a 403(b) annuity, a 457 governmental plan or an 
individual retirement account or annuity that accepts rollovers.

  1.2  "Qualified Hurricane Katrina Participant" means an individual whose 
principal place of residence on August 28, 2005 was located in the Hurricane 
Katrina disaster area and who has sustained an economic loss by reason of 
Hurricane Katrina.

  1.3  "Qualified Hurricane Rita Participant" means an individual whose 
principal place of residence on September 23, 2005 was located in the Hurricane 
Rita disaster area and who has sustained an economic loss by reason of 
Hurricane Rita.

  1.4  "Qualified Hurricane Wilma Participant" means an individual whose 
principal place of residence on October 23, 2005 was located in the Hurricane 
Wilma disaster area and who has sustained an economic loss by reason of 
Hurricane Wilma.

  1.5  "Qualified Hurricane Katrina Distribution" means a distribution from an 
Eligible Retirement Plan made on or after August 25, 2005, and before 
January 1, 2007, to a Qualified Hurricane Katrina Participant.

  1.6  "Qualified Hurricane Rita Distribution" means a distribution from an 
Eligible Retirement Plan made on or after September 23, 2005, and before January
1, 2007, to a Qualified Hurricane Rita Participant.

  1.7  "Qualified Hurricane Wilma Distribution" means a distribution from an 
Eligible Retirement Plan made on or after October 23, 2005, and before January 
1, 2007, to a Qualified Hurricane Wilma Participant.

II.   Distributions.

  2.1  Any Qualified Hurricane Katrina Distribution, Qualified Hurricane Rita 
Distribution or Qualified Hurricane Wilma Distribution, as applicable, made to 
a Participant pursuant to this Addendum shall not exceed the lesser of (1) 
$100,000 or (2)  the vested portion of such Participant's  Account balance, 
whether or not such Participant has otherwise satisfied the requirements to 
receive a distribution under the Plan.  However, any such distribution from 
this or any other Eligible Retirement Plan of the Company shall not, in the 
aggregate, exceed $100,000.

  2.2  Any portion of a Qualified Hurricane Katrina Distribution, Qualified 
Hurricane Rita Distribution or Qualified Hurricane Wilma Distribution, as 
applicable, made to a Participant pursuant to this Addendum may be repaid by 
such  Participant at any time during the three-year period beginning on the 
day after the date on which such Participant received the distribution.  The 
repayment may be made to any Eligible Retirement Plan, regardless of the plan 
from which the distribution was received.   

III.   Loans.
  3.1  A Qualified Hurricane Katrina Participant, a Qualified Hurricane Rita 
Participant or a Qualified Hurricane Wilma Participant may obtain a loan from 
the Plan (after taking into account the outstanding balance of other loans) in 
an amount equal to the lesser of $100,000 or 100 percent of the vested portion 
of the Participant's Account (less the highest value of all other outstanding 
loans in the prior 12 months).

  3.2  Any loan repayment otherwise due on or after (1) August 25, 2005 through 
December 31, 2006 in the case of a Qualified Hurricane Katrina Participant, (2) 
September 23, 2005 through December 31, 2006 in the case of a Qualified 
Hurricane Rita Participant or (3) October 23, 2005 through December 31, 2006 in 
the case of a Qualified Hurricane Wilma Participant shall be delayed for one 
year.  After the one-year delay, such Participant's loan repayments shall be 
adjusted to reflect the delayed repayments and unpaid interest.  The loan 
repayment term shall be extended by one year regardless of whether such 
extension would cause the loan original loan term to extend beyond five years 
in the case of loan not used to purchase a Participant's principal residence.

IV.   Hardship Withdrawals.

  4.1  A Qualified Hurricane Katrina Participant who obtained a hardship 
withdrawal from the Plan after February 28, 2005 and before August 29, 2005 for 
purchase or construction of a principal residence that was not finalized 
because it was in an area affected by Hurricane Katrina shall be permitted to 
repay all or a portion of such distribution to an Eligible Retirement Plan on 
or before February 28, 2006.

  4.2  A Qualified Hurricane Rita Participant who obtained a hardship 
withdrawal from the Plan after February 28, 2005 and before September 24, 2005 
for purchase or construction of a principal residence that was not finalized 
because it was in an area affected by Hurricane Rita shall be permitted to 
repay all or a portion of such distribution to an Eligible Retirement Plan on 
or before February 28, 2006.

  4.3  A Qualified Hurricane Wilma Participant who obtained a hardship 
withdrawal from the Plan after February 28, 2005 and before October 24, 2005 
for purchase or construction of a principal residence that was not finalized 
because it was in an area affected by Hurricane Wilma shall be permitted to 
repay all or a portion of such distribution to an Eligible Retirement Plan on 
or before February 28, 2006.

  4.4  In the case of a Qualified Hurricane Katrina Participant or a 
Participant who is not a Qualified Hurricane Katrina Participant but who either 
(1) maintained principal residence in an area affected by Hurricane Katrina, 
(2) had his principal place of employment in an area affected by Hurricane 
Katrina, or (3) had lineal descendants or ascendants, a spouse or other 
dependents whose principal residence or place of employment was in an area 
affected by Hurricane Katrina, any distribution on account of Hurricane Katrina 
shall be deemed to be a hardship withdrawal, provided such distribution is made 
on or after August 29, 2005, and no later than March 31, 2006.  Furthermore, 
the Plan's six-month suspension requirement on contributions following a 
hardship withdrawal shall not apply.



INTERNAL REVENUE SERVICE                  DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201

Date: September 25, 2002                  Employer Identification Number:
                                          38-0387840
                                          DLN:
UNISYS CORP                               17007065028032
C/O DONNA M. HILL ESQ.                    Person to Contact:
MORGAN LEWIS & BOCKIUS LLP                ROBERT GOUIN           ID# 11690
1701 MARKET STREET                        Contact Telephone Number: 
PHILADELPHIA, PA 19103-0000               (877) 829-5500
                                          Plan Name:
                                          UNISYS SAVINGS PLAN

                                          Plan Number: 004
Dear Applicant:

We have made a favorable determination on the plan identified above based on 
the information you have supplied.  Please keep this letter, the application 
forms submitted to request this letter and all correspondence with the Internal 
Revenue Service regarding your application for a determination letter in your 
permanent records.  You must retain this information or preserve your reliance 
on this letter.

Continued qualification of the plan under its present form will depend on its 
effect in operation.  See section 1.401-1(b)(3) of the Income Tax Regulations.  
We will review the status of the plan in operation periodically.  

The enclosed Publication 794 explains the significance and the scope of this 
favorable determination letter based on the determination requests selected on 
your
 application forms.  Publication 794 describes the information that must be 
retained to have reliance on this favorable determination letter.  The 
publication also provide examples of the effect of a plan's operation on its 
qualified status and discusses the reporting requirements for qualified plans.  
Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue 
Code.  It is not a determination regarding the effect of other federal or local 
statutes.  

This determination is subject to your adoption of the proposed amendments 
submitted in your letter dated 02/26/02 & 09/12/02.  The proposed amendments 
should be adopted on or before the date prescribed by the regulations under Code
section 401(b).

This plan satisfies the requirements of Code section 4975(e)(7).

This letter considers the changes in qualification requirements made by the 
Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection
Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment
Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 
105-.34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub.
L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the 
requirements of section 401(a) of the Code, as amended by the Economic Growth 
and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirements for employee benefits plans to file summary plan descriptions 
(SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997.
For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the 
power of attorney.

If you have questions concerning this matter, please contact the person whose 
name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz
Director,
Employee Plans Rulings & Agreements


Enclosures:
Publication 794

Consent of Independent Registered Public Accounting Firm 



We consent to the incorporation by reference in the Registration Statement 
on Form S-8 (for the registration of 50,000,000 shares of common stock) 
pertaining to the Unisys Savings Plan of Unisys Corporation of 
our reports (a)dated February 28, 2008, with respect to the consolidated 
financial statements of Unisys Corporation and the effectiveness of internal 
control over financial reporting of Unisys Corporation incorporated by 
reference in its Annual Report (Form 10-K) for the year ended December 31, 2007 
and the financial statement schedule of Unisys Corporation included therein, and
(b) dated June 26, 2008, with respect to the financial statements and schedule 
of the Unisys Savings Plan included in the Plan's Annual Report (Form 11-K), 
both for the year ended December 31, 2007, filed with the Securities and 
Exchange Commission. 



/s/ Ernst & Young LLP 


Philadelphia, Pennsylvania 
January 5, 2009