As filed with the Securities and Exchange Commission on December 6, 2010
                                                  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.)

                         801 Lakeview Drive, Suite 100
                         Blue Bell, Pennsylvania 19422
                                 (215) 986-4011
                    (Address of principal executive offices)

                              UNISYS SAVINGS PLAN
                UNISYS SAVINGS PLAN FOR PUERTO RICO EMPLOYEES
                            (Full title of the Plans)

                             NANCY STRAUS SUNDHEIM
                             Senior Vice President,
                          General Counsel and Secretary
                               Unisys Corporation
                           801 Lakeview Drive, Suite 100
                           Blue Bell, Pennsylvania 19422
                                 (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,           1,000,000          $22.45                   $22,450,000        $1,600.68
par value $.01            shares
per share
=================================================================================================
</TABLE>


(1) 994,000 shares are being registered with respect to the Unisys Savings 
Plan and 6,000 shares are being registered with respect to the Unisys Savings 
Plan for Puerto Rico Employees

(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 
November 30, 2010, 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 each 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 Unisys Savings 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.  The Company 
undertakes that it will submit or has submitted the Unisys Savings Plan and any 
amendment thereto to the Internal Revenue Service (the "IRS") in a timely 
manner and has made or will make all changes required by the IRS in order to 
qualify the plan under Section 401 of the Internal Revenue Code.

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 December 6, 2010.

                                   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 December 6, 2010.


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)

/s/ Henry C. Duques                          Lead Director 
-------------------   
Henry C. Duques

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

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

/s/ Matthew J. Espe                          Director
----------------------
Matthew J. Espe

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

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

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

/s/ Charles B. McQuade                       Director
----------------------
Charles B. McQuade

/s/ Paul E. Weaver                           Director
------------------
Paul E. Weaver


<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 Current Report on Form 8-K dated 
                  April 29, 2010)

4.2               By-Laws of Unisys Corporation, as amended through 
                  April 29, 2010 (incorporated by reference to Exhibit 3.2 
                  to Unisys Corporation's Current Report on Form 8-K dated 
                  April 29, 2010)

4.3               Unisys Corporation Savings Plan, amended and restated 
                  effective January 1, 2010 (incorporated by reference to 
                  Exhibit 10.28 to Unisys Corporation's Annual Report on Form 
                  10-K for the year ended December 31, 2009)

4.4               Unisys Corporation Savings Plan for Puerto Rico Employees

5.1               Opinion of Nancy Straus Sundheim, Esq. as to the legality 
                  of the shares of Common Stock covered by the Registration 
                  Statement

5.2               Opinion of McConnell Valdes, LLC as to the compliance of the 
                  Unisys Savings Plan for Puerto Rico Employees with ERISA

23.1              Consent of KPMG LLP, Independent Registered Public 
                  Accounting Firm

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

23.3              Consent of counsel (included in opinion filed as Exhibit 5.1)

23.4              Consent of counsel (included in opinion filed as Exhibit 5.2)

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





                              UNISYS CORPORATION

                                 SAVINGS PLAN
                            FOR PUERTO RICO EMPLOYEES


                          Effective December 27, 2010

ARTICLE I                HISTORY AND SCOPE                         1
ARTICLE II               DEFINITIONS                               2
ARTICLE III              ELIGIBILITY FOR PARTICIPATION             9
ARTICLE IV               CONTRIBUTIONS                            10
ARTICLE V                LIMITATIONS ON EMPLOYER CONTRIBUTIONS    14
ARTICLE VI               INVESTMENT AND VALUATION OF ACCOUNTS     16
ARTICLE VII              VESTING                                  19
ARTICLE VIII             AMOUNT OF BENEFITS                       20
ARTICLE IX               PAYMENT AND FORM OF BENEFITS             20
ARTICLE X                WITHDRAWALS AND LOANS                    23
ARTICLE XI               PLAN ADMINISTRATION                      27
ARTICLE XII              AMENDMENT AND TERMINATION                32
ARTICLE XIII             MISCELLANEOUS                            34


<PAGE> 1

                            UNISYS CORPORATION
                   SAVINGS PLAN FOR PUERTO RICO EMPLOYEES

                               ARTICLE I 
                           HISTORY AND SCOPE 

       1.01 BACKGROUND.  Effective as of December 27, 2010, Unisys Corporation 
(the "Company") has established this Unisys Corporation Savings Plan for Puerto 
Rico Employees (the "Plan") to provide a retirement savings plan for the Puerto 
Rico employees of the Employer.  Previously, benefits for the Puerto Rico 
employees of the Employer were provided under the Unisys Corporation Savings 
Plan.  The assets and liabilities with respect to Puerto Rico employees of the 
Employer in the Unisys Corporation Savings Plan have been transferred to the 
Plan pursuant to,
 and in compliance with, the U.S. Internal Revenue Service's 
Revenue Ruling 2008-40.

       1.02 EFFECTIVE DATE.  The original effective date of the Plan is 
December 27, 2010.

       1.03 QUALIFICATION UNDER THE PUERTO RICO CODE.  The Plan is intended to 
comply with the applicable provisions of the Puerto Rico Internal Revenue Code 
of 1994, as amended (the "Puerto Rico Code").  The trust forming part thereof 
is intended to be exempt from taxation under Puerto Rico Code Section 1165(a) 
and, pursuant to Section 1022(i)(1) of the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA").  It is also intended that the Plan meet all 
the requirements of ERISA and be a participant directed plan pursuant to the 
provisions of ERISA Section 404(c).

       1.04 RIGHTS AFFECTED.  The provisions of this Plan shall apply only to a 
Participant who terminates employment with an Employer and all Affiliated 
Companies on or after the Effective Date.  The rights and benefits of any 
Participant who retires or whose employment is terminated on or after the 
Effective Date are determined in accordance with the provisions of the Plan as 
in effect and operative at the time of such termination of employment.  Except 
as specifically provided otherwise herein or as required by law, eligibility 
for benefits, and the amount of benefits, if any, payable to or on behalf of a 
Participant who terminated employment before the Effective Date shall be 
determined solely in accordance with the provisions of the Unisys Corporation 
Savings Plan in effect on the date the Participant's employment terminated.  
Notwithstanding the foregoing, the provisions of Article VI Investment and 
Valuation of Accounts, Article VII Vesting (relating to Section 7.02 
Forfeitures), Article VIII Amount of Benefits, Article IX Payment and Form of 
Benefits, Article XI Plan Administration, Article XII Amendment and Termination 
and Article XIII Miscellaneous shall apply to all Participants regardless of 
their termination dates, except as specifically provided otherwise herein.

       To the extent applicable, Beneficiary designation forms, qualified 
domestic relations orders and any other administrative forms or orders on file 
with respect to Participants who participated in the Plan prior to the 
Effective Date shall continue in full force and effect under the Plan on and 
after the Effective Date, subject to the right of such Participants to change 
such designations and elections in accordance with the terms of the Plan.


<PAGE> 2

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

                                  ARTICLE II 
                                  DEFINITIONS

As used herein, unless otherwise defined or required by context, the following 
words and phrases shall have the meanings indicated: 

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

       2.02 "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 
Contributions made on behalf of the Participant for the Plan Year to the 
Participant's Compensation for the Plan Year.

       2.03 "Administrative Committee" means the committee under the Unisys 
Corporation Savings Plan who are appointed in accordance with Section 11.02, 
which is responsible for reviewing and deciding appeals under the Plan.

       2.04 "Affiliate" means (a) a corporation which, together with the 
Employer, is a member of a controlled group of corporations (as provided in 
Section 210 of ERISA), (b) a trade or business (whether or not incorporated) 
which is under common control (as provided in Section 210 of ERISA) with the 
Employer, or (c) a corporation, partnership or other entity which, together 
with the Employer is a member of an affiliated service group (as provided in 
Section 210 of ERISA).  For purposes of determining an Employee's Hours of 
Service and Continuous Service under the Plan, any period of employment with 
the Employer or with an Affiliate, including periods of employment with an 
Affiliate or any predecessor entity prior to the date on which such entity 
became an Affiliate if the Employee is employed by such entity on the date of 
acquisition, shall be recognized.

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

       2.06 "After-Tax Contribution" means a contribution made in accordance 
with a Participant's salary reduction agreement pursuant to Section 4.02(b).

       2.07 "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 and if none 
of the foregoing classes include a person surviving the Participant, the 
Participant's Beneficiary shall be his estate.


<PAGE> 3

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

       2.09 "Board" means the Board of Directors of the Company or its 
delegate(s).

       2.10 "Company" means Unisys Corporation.

       2.11 "Compensation" means a Participant's wages or salary paid by an 
Employer to an Employee, including amounts deducted in accordance with Section 
1165(e) of the Puerto Rico 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 bonuses paid under the terms of a written 
ongoing bonus plan approved as such by the Plan Manager, but excluding any 
amounts received by an Employee while he is not a Participant, "garden leave 
payments," and any other deferred compensation.  For the purposes of this 
Section 2.12, "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. 

       2.12 "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; and

             (b) any Employee who is not a resident of Puerto Rico and who does 
not receive any Puerto Rico source income from the Employer;

             (c) 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; 

             (d) an Employee who is employed by Unisys Technical Services 
L.L.C. or the Unisys Technical Services division of the Company.

       2.13 "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.


<PAGE> 4

       2.14 "Employee" means (a) an individual who is a bona fide resident of 
the Commonwealth of Puerto Rico, as defined in Section 9.37 of the U.S. 
Internal Revenue Code of 1986, as amended, or who performs labor or services 
primarily within the Commonwealth of Puerto Rico, regardless of residence for 
other purposes, and who is employed by the Employer, and (b) when required by 
context for purposes of crediting Hours of Service under Section 2.21, a former 
Employee. 

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

       2.16 "ERISA" means the United States Employee Retirement Income Security 
Act of 1974, as amended.

       2.17 "ESOP Account" means a Participant's account to which are credited 
the Participant's ESOP Account balances transferred from the Unisys Corporation 
Savings Plan, and earnings and losses thereon. 

       2.18 "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.

       2.19 "Gap Period Income" means the allocable gain or loss for the period 
between the end of the Plan Year and the date of distribution or forfeiture (or 
a date that is no more than seven days prior to the date of distribution or 
forfeiture), with respect to amounts that are distributed or forfeited in 
accordance with Sections 5.01(c) and 5.03.

       2.20 "Highly Compensated Employee" means an eligible Employee who is 
employed by an Employer domiciled in Puerto Rico who is more highly compensated 
than two-thirds of all other eligible Employees who are employed by an Employer 
domiciled in Puerto Rico.

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

       2.22 "Investment Committee" means the Pension Investment Review 
Committee under the Unisys Corporation Savings Plan who are appointed pursuant 
to Section 11.02 which is responsible for the control and management of the 
Investment Funds.

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

       2.24 "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.

       2.25 "Matching Contribution Account" means the account maintained to 
hold Employer Matching Contributions made to the Plan, and earnings and losses 
thereon.

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


<PAGE> 5

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

       2.28 "Normal Retirement Age" means age 65.

       2.29 "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.

       2.30 "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.

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

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 2.34 shall be construed as expanding or amending any maternity 
or paternity leave policy of an Employer or Affiliate.

       2.32 "Plan" means the profit sharing plan, known as the "Unisys Savings 
Plan for Puerto Rico Employees" set forth in this document, which includes a 
stock bonus plan intended to qualify under Sections 1165(a) and (e) of the 
Puerto Rico Code, and the related trust agreement pursuant to which the Trust 
is maintained.  
       2.33 "Plan Manager" means the individual or individuals appointed under 
the Unisys Corporation Savings Plan who is or are responsible for certain 
matters relating to the administration of the Plan, as described under Article 
XI.

       2.34 "Plan Year" means the calendar year.

       2.35 "Prior Plan" means the Unisys Corporation Savings Plan and any 
prior plans that were merged with and into the Unisys Corporation Savings Plan.
These plans only apply to Participants who previously participated in the 
Unisys Corporation Savings Plan.


<PAGE> 6

       2.36 "Puerto Rico Code" means the Puerto Rico Internal Revenue Code of 
1994, as amended. 

       2.37 "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 206(d) of ERISA.

       2.38 "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. 

       2.39 "Qualified Nonelective Contribution" means a contribution made by 
the Employer pursuant to Section 4.04 for purposes of satisfying the 
requirements of Section 5.02.

       2.40 "Regular Account" means a Participant's Account to which are 
credited the Participant's Regular Account balances transferred from the Unisys 
Corporation Savings Plan, and earnings and losses thereon.

       2.41 "Rollover Account" means a Participant's account to which are 
credited the (a) Participant's Rollover Contributions, if any, (b) Participant's
Rollover Account balances transferred from the Unisys Corporation Savings Plan, 
and (c) earnings and losses thereon. 

       2.42 "Rollover Contribution" means a contribution made by a Participant 
pursuant to Section 4.05.

       2.43 "Service" means the periods determined in accordance with the 
following provisions of this Section 2.43.  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 Severance from Employment.

             (a) Service shall include:

                    (1) periods of active employment with the Employer or an 
Affiliate, 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, 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 or an 
Affiliate 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 or Affiliate, is 
required to give reemployment rights by law, provided the Employee returns to 
work with the Company or an Affiliate immediately after the termination of such 
military service; 


<PAGE> 7

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

                    (3) for vesting purposes under the Plan, service performed 
for the Company or an Affiliate in a capacity described under subsection (a) or 
(b) of Section 2.13, 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 or an Affiliate, or prior to the date the assets of a business are 
acquired by the Company or an Affiliate, 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 or an Affiliate.

       2.44 "Severance from Employment" means the earlier of (a) the date an 
Employee dies or retires, quits or is discharged from the Employer and all 
Affiliates, or (b) the first anniversary of the date that the Employee is 
otherwise first absent from work from the Employer and all Affiliates (with or 
without pay) for any reason; provided, however, that if the Employee's absence 
is attributable to qualified military service, the Employee shall not be 
considered to have had a Severance from Employment provided the absent Employee 
returns to active employment with the Employer or Affiliate. Notwithstanding 
the foregoing, however, the Severance from Employment 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 employment as of date.  

       2.45 "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.


<PAGE> 8

       2.46 "Tax Deductible Contribution Account" means a Participant's account 
to which are credited the Participant's Tax Deductible Contribution Account in 
the Unisys Corporation Savings Plan, and earnings and losses thereon.

       2.47 "Tax Deferred Account" means a Participant's account to which are 
credited (a) Tax-Deferred Contributions, if any, (b) the Participant's Tax 
Deferred Account balances transferred from the Unisys Savings Plan, and (c) 
earnings and losses thereon.

       2.48 "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).

       2.49 "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.

       2.50 "Total Disability" means a condition resulting from injury or 
sickness that, in the judgment of the Plan Manager 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, 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.

       2.51 "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.


<PAGE> 9

       2.52 "Trustee" means the party or parties, who are appointed by the 
Chief Financial Officer and the head of Human Resources at Unisys Corporation 
acting jointly, as trustee of the Trust and named as trustee pursuant to the 
Trust Agreement or any successors thereto.

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

       2.54 "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 in the Unisys Corporation Savings Plan on December 26, 2010 shall 
automatically be a Participant in the Plan on December 27, 2010 if he is then a 
Covered Employee.  Each other Covered Employee shall become 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 the purposes under the Plan 
outlined in Section 1.04 until such time as he no longer has a vested interest 
under the Plan.


                                     ARTICLE IV 
                                    CONTRIBUTIONS

       4.01 TAX DEFERRED CONTRIBUTIONS.

             (a)    (1) Subject to the limitations contained in Article V, each 
Employer  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 Participant who is a Non-Highly Compensated 
Employee and (B) 18% with respect to a participant who is a Highly Compensated 
Employee.  The Plan Manager 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.


<PAGE> 10

             (b) Each Employer 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 Plan Manager and subject to any limitations 
imposed by the Plan Manager, 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 1165(e)(7)(C) of the Puerto Rico Code), reduced 
by, to the extent required by the Puerto Rico Code, any other elective 
deferrals contributed on the Participant's behalf pursuant to Section 
1165(e)(7)(C) of the Puerto Rico 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 
law.	

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

             (d) Subject to, and in accordance with, the rules and procedures 
established by the Plan Manager, 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 Plan Manager.

       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 not to 
exceed the following:


<PAGE> 11

                    (1) 6% of a Participant's aggregate Compensation for each 
year such Participant is eligible to participate in the Plan.

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 4.02 must be 
made within the time prescribed by the Plan Manager and shall become effective 
in accordance with the rules and procedures established by the Plan Manager.

             (d) Subject to, and in accordance with, the rules and procedures 
established by the Plan Manager, 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 Plan Manager.

       4.03 MATCHING CONTRIBUTIONS.  Subject to the limitations in Article V, 
each Employer may make a Matching Contribution for each Plan Year to the 
Matching Contribution 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.  If Matching Contributions are made 
under the Plan, such Matching Contributions shall be in an amount determined in 
accordance with subsections (a) below.

             (a) 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 each 1% 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 3% of such Participant's Compensation for the period.  

       4.04 QUALIFIED NONELECTIVE CONTRIBUTIONS.  Subject to the limitations 
described in Article V, each Employer shall make a Qualified Nonelective 
Contribution, if any, to those Non-Highly Compensated Employees designated by 
the Plan Manager at his sole discretion.

       4.05 ROLLOVER CONTRIBUTIONS.  With the approval of the Plan Manager, a 
Participant may contribute to a Rollover Account the total amount payable to 
the Participant as an eligible rollover distribution from a retirement plan 
qualified as an exempt employee retirement plan under Section 1165(a) of the 
Puerto Rico Code. Any payment to the Plan pursuant to this Section 4.05 shall 
be made as a direct rollover 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, and 
subject to the provisions of the Puerto Rico Code. 



<PAGE> 12

       4.06 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 Puerto Rico income tax purposes by the contributing Employer domiciled in 
Puerto Rico 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.

       4.07 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 1023(n) of the Puerto Rico Code, the contribution may be 
recovered, to the extent a deduction is disallowed, and to the extent allowable 
under ERISA, 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.

       4.08 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 
4.03 had such Tax Deferred or After-Tax Contributions, as applicable, been made 
during the applicable period of military service.


<PAGE> 13

             (c) A Participant who is entitled to a contribution pursuant to 
this Section 4.08 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 4.08, 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 are applicable to 
contributions made pursuant to this Section 4.08 for the Plan Year to which the 
contributions relate.  The limitations under Sections 5.02 shall not apply to 
contributions made pursuant to subsections (a) or (b) of this Section 4.07.

       4.09 ALLOCATION OF PAYMENTS RELATING TO EXECUTIVE LIFE INSURANCE COMPANY.
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 were invested in the 
guaranteed investment contract.

                                 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 $9,000 
($10,000 for 2011), or such other amount provided under Section 1165(e)(7)(A) 
of the Puerto Rico Code.  These dollar limits 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 for 
the calendar year, other than elective deferral contributions made pursuant to 
Section 1165(e)(7)(C) of the Puerto Rico Code.

             (b) Any refunds of Tax Deferred Contributions (and any related 
income) under this paragraph shall be made no later than the end of the Plan 
Year following the close of the Plan Year for which the limits in this Section 
are exceeded.

             (c) The Participant shall forfeit any Matching Contributions and 
earnings, allocated to him or her by reason of the distributed Tax Deferred 
Contributions. 


<PAGE> 14

       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 average of the Actual Deferral Percentages for 
Participants who are Non-Highly Compensated Employees for the preceding Plan 
Year, multiplied by two; provided that the average of the Actual Deferral 
Percentages for Participants who are Highly Compensated Employees does not 
exceed the average of the Actual Deferral Percentages for Participants who are 
Non-Highly Compensated Employees by more than two percentage points. 

             (b) For purposes of this Section 5.02, "Actual Deferral 
Percentage" shall mean the ratio (expressed as a percentage) of Tax-Deferred 
Contributions on behalf of the Participant for the Plan Year to the 
Participant's Compensation for the Plan Year.  The average Actual Deferral 
Percentage means the average (expressed as a percentage) of the Actual Deferral 
Percentages of the Participants in a group.  "Participant" for purposes of this 
Section means a Covered Employee, regardless of whether he elects to 
participate.  "Compensation" for purposes of this Section 5.02 means all the 
compensation received during the Plan Year by the Participant from the Employer 
that is currently includible in gross income for income tax purposes (including 
income attributable to non-qualified stock options or incentive stock options, 
regardless of whether such income is includible in gross income for the Plan 
Year in which the option is granted).  

             (c) For purposes of this Section 5.02, the Actual Deferral 
Percentage for any Participant who is a Highly Compensated Employee for the 
Plan Year and who is eligible to have Tax Deferred Contributions allocated to 
his Account under two or more plans or arrangements described in Section 
1165(e) of the Puerto Rico Code that are maintained by the Employer or an 
Affiliate of the Employer shall be determined as if all such Tax Deferred 
Contributions were made under a single arrangement.

             (d) The determination and treatment of the Tax Deferred 
Contributions and Actual Deferral Percentage of any Participant shall satisfy 
such other requirements as may be prescribed under the Puerto Rico Code and by 
the Puerto Rico Treasury Department.


<PAGE> 15

             (e) In the event it is determined that the amount of Tax Deferred 
Contributions (and any related income) which causes the limits of this Section 
5.02 to be exceeded is to be recharacterized as After-Tax Contributions or 
refunded to individual Highly Compensated Employees, such recharacterization or 
refund shall be determined by reducing the Tax Deferred Contributions of the 
Highly Compensated Employee with the highest actual deferral ratio by the 
amount required to cause such Employee's Actual Deferral Percentage to equal 
the ratio of the Highly Compensated Employee with the next highest Actual 
Deferral Percentage.  This process will be repeated until the Actual Deferral 
Percentage test is met.  Any other method permitted by government law or 
regulation can also be used.  Any recharacterization of Tax Deferred 
Contributions must be made within two and  one-half months following the close 
of the Plan Year to which the recharacterized Tax-Deferred Contributions 
relate.  Any amounts of Tax-Deferred Contributions (and any related income) 
recharacterized as After-Tax Contributions shall be subject to the provisions 
in Article X that are applicable to Tax Deferred Contributions.  Any refunds of 
Tax Deferred Contributions (and any related income) under this subsection (e) 
shall be made no later than the end of the Plan Year following the close of the 
Plan Year for which the limits in this Section 5.02 are exceeded.

             (f) In lieu of distributing excess Tax Deferred Contributions as 
provided in subsection (e), the Plan Manager may make Qualified Nonelective 
Contributions, as described under Section 4.04, to the extent necessary to 
satisfy subsection (a).  

       5.03 DISTRIBUTION OR FORFEITURE OF INCOME.  Any distribution or 
forfeiture of Tax Deferred Contributions, After-Tax Contributions or Matching 
Contributions necessary pursuant to Section 5.02 shall include a distribution 
or forfeiture of the income, if any, allocated to such contributions determined 
as of the last day of the Plan Year preceding such distribution and including 
the Gap Period Income.

       5.04 OVERALL DEDUCTIBILITY LIMIT.  In no event may the aggregate 
contribution made by an Employer domiciled in Puerto Rico under the Plan for a 
Plan Year exceed the amount that may be deducted under Section 1023(n) of the 
Puerto Rico Code with respect to such Plan Year.

                                     ARTICLE VI 
                         INVESTMENT AND VALUATION OF ACCOUNTS

       6.01 INVESTMENT DIRECTION BY PARTICIPANTS.  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. To the extent that a Participant, Beneficiary or alternate payee 
does not direct the investment of his Account, his or her Account shall be 
invested pending such direction in a qualified default investment alternative 
designated by the Investment Committee.  Notwithstanding the foregoing, the
Investment Committee shall have the right to adopt rules and procedures to 
govern Participant, Beneficiary or alternate payee investment elections and 
directions under the terms of the Plan, whether or not such rules and 
procedures are required by the investment funds.  


<PAGE> 16

       6.02 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.
       6.03 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. 

       6.04 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:


<PAGE> 17

             (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.

             (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.


<PAGE> 18

             (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.  

       6.05 SPECIAL RULE REGARDING APPRAISAL OF UNISYS STOCK.  If at any time 
the Unisys Stock 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 1165(a) of the Puerto Rico Code.

       6.06 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.

                                    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, ESOP Account, Regular 
Account, Tax Deductible Contribution Account, Matching Contribution Account and 
Rollover Account.  

       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:

                    (1) as of the last day of the Plan Year in which a 
Participant incurs a Period of Severance equal to five consecutive years;


<PAGE> 19

                    (2) the last day of the Plan Year in which the Participant 
receives a distribution of his 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 or an Affiliate 
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 EMPLOYMENT.  A Participant who incurs 
a Severance from Employment 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 Employment
 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.

                                 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 this 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 Employment, 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.


<PAGE> 20

             (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 Plan Manager.  The Participant shall 
also be provided with information regarding the consequences of failing to 
defer distribution of his vested Account balance until such later date as 
permitted under the Plan.  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; or

                                 (iii) a reduced monthly pension payable to the 
Participant for life and after his death, 75% to his surviving Spouse for life 
(this option is available only to married Participants).

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 Plan Manager 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.  Notwithstanding the foregoing, the 
consent of the Participant's Spouse is not required if the Participant elects 
option (iii) above. 


<PAGE> 21

                    (2) monthly, quarterly, semi-annual or annual installments 
payable over a period of no less than one-year and no greater than 20 years.

       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 Employment 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 Employment 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> 22

                    (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.

       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 Plan Manager, 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 or Matching Contribution 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 is not readily tradable on an 
established securities market, 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.  Unisys Stock 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.

       9.06 DIRECT ROLLOVERS.  In the event any payment or payments to be made 
under the Plan to a Participant, a Beneficiary, or an alternate payee who is 
the former spouse of a Participant, would constitute an "eligible rollover 
distribution," such individual may request that such payment be transferred 
directly from the Plan to the trustee of an "eligible retirement plan."  Any 
such request shall be made in writing, on the form prescribed by the Plan 
Manager for such purpose, at such time in advance as the Plan Manager may 
specify.

For purposes of this Section 9.06, an "eligible rollover distribution" shall 
mean a lump sum distribution from the Plan on account of separation from 
service.  A portion of a distribution shall not fail to be an eligible rollover 
distribution merely because the portion consists of After-Tax Contributions 
which are not includible in gross income.  The nontaxable portion of an 
"eligible rollover distribution" may be rolled over tax-free to an eligible 
rollover plan as specified below if the eligible rollover plan provides for 
separate accounting of the amount transferred and earnings on such amounts.

For purposes of this Section 9.06, an "eligible retirement plan" shall mean (i) 
an individual retirement account described in Section 1169 of the Puerto Rico 
Code, (ii) an individual retirement annuity described in Section 1169(b) of the 
Puerto Rico Code (other than an endowment contract), or (iii) a qualified plan 
under Section 1165(a) of the Puerto Rico Code, the terms of which permit the 
acceptance of rollover distributions. 


<PAGE> 23

                                  ARTICLE X 
                             WITHDRAWALS AND LOANS

       10.01 GENERAL.  A Participant may withdraw amounts from his Account to 
the extent provided under this Article X.  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.

       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 AND MATCHING CONTRIBUTION 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) and his Matching Contribution 
Account, up to one time in any six-consecutive month period if the following 
requirements are met:  


<PAGE> 24

             (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 HARDSHIP WITHDRAWALS.

             (a) Subject to the requirements set forth in Section 10.01 and in 
subsection (b) of this Section 10.06, 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) A Participant shall be precluded from electing to have the 
Employer contribute Tax Deferred Contributions from his or her Compensation on 
his or her behalf to the Plan for twelve months following the date of the 
distribution. In addition, the annual limitation on Tax Deferred Contributions 
of Section 1165(e)(7)(A) of the Puerto Rico Code applicable to a Participant 
who makes a hardship withdrawal in the taxable year following the year of a 
hardship withdrawal shall be reduced by the amount of Tax Deferred 
Contributions made in the year of the hardship withdrawal.

             (c) For purposes of this Section 10.06, an immediate financial 
hardship means expenses incurred as a result of:

                    (1) Medical expenses incurred by the Participant, his 
Spouse or his dependents or expenses necessary for these persons to obtain 
medical care;

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

                    (3) Payment of tuition and related educational fees for the 
next twelve (12) months of post-secondary education for the Participant, his 
Spouse or his dependents;

                    (4) The need to prevent eviction of the Participant from 
his principal residence or foreclosure on the mortgage of the Participant's 
principal residence;


<PAGE> 25

                    (5) The payment of burial or funeral expenses for the 
Participant's deceased parent, spouse, child or dependent; and

                    (6) Any other financial need permitted by the Puerto Rico 
Code and the Department of Treasury of Puerto Rico.

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 10.06, 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, Matching Contribution 
Account, Tax Deductible Contribution Account, Rollover Account, and After-Tax 
Contribution Account; and

                    (3) 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.

       10.07 WITHDRAWALS AFTER AGE 59 1/2.  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.

       10.08 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), upon such terms as the Plan Manager may see 
fit.

             (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


<PAGE> 26

                    (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.

For purposes of determining the maximum amount of a loan under this subsection 
(b), the balance of a Participant's Tax Deductible Contribution 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, un-repaid 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).


<PAGE> 27

                                   ARTICLE XI 
                               PLAN ADMINISTRATION

       11.01 FIDUCIARY RESPONSIBILITY.

             (a) The Plan shall be administered by the Administrative Committee 
and the Plan Manager, which, to the extent of the duties of each under the 
Plan, 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 Plan 
Manager or the Administrative Committee (to the extent of the duties of each 
under the Plan), 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 Plan 
Manager or the Administrative Committee (to the extent of the duties of each 
under the Plan), as the case may be, shall be subject to review only for abuse 
of discretion.

             (b) The Administrative Committee shall be responsible for 
reviewing and deciding appeals under the Plan, in accordance with Section 
11.11(b) of the Plan.

             (c) 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 Puerto Rico 
Code and/or any other applicable law.

             (d) 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.

       11.02 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.


<PAGE> 28

       11.03 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.

       11.04 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.

       11.05 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.


<PAGE> 29>

       11.06 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.

       11.07 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.

       11.08 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.

       11.09 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.

       11.10 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.

       11.11 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:


<PAGE> 30

                    (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.

             (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;


<PAGE> 31

                    (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 11.11, 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.  

             (c) Exhaustion of Claims Procedures and Time Period for Bringing a 
Lawsuit.  A claim or action (1) to recover benefits allegedly due under the 
provisions of the Plan or by reason of any law (including, without limitation, 
a civil action under Section 502(a) of ERISA), (2) to enforce rights under the 
Plan, (3) to clarify rights to future benefits under the Plan, or (4) any other 
claim or action that relates to the Plan and seeks a remedy, ruling, or 
judgment of any kind against the Plan or a Plan fiduciary or party in interest 
may not be filed in any court until the claimant has exhausted the Plan's claim 
and appeal process for any and all reasons the claimant believes his claim 
should be approved.  In addition, any such claim or action must be filed no 
later than one year after, as appropriate, the earliest to occur of the 
following: the date the first benefit payment was made or due, the date the 
Administrative Committee or its delegate first denied the claimant's request on 
appeal, or the earliest date the claimant knew or should have known the 
material facts on which such claim or action is based.  Any claim or action 
filed after the end of this one-year period shall be time-barred. 

                                  ARTICLE XII 
                           AMENDMENT AND TERMINATION

       12.01 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 
Plan Manager, subject to the following restrictions:


<PAGE> 32

             (a) the Plan Manager 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 of Authority 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 ERISA 
Section 203.  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.  

       12.02 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.  


<PAGE> 33

             (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, his 
Beneficiary or alternate payee 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 XIII 
                                  MISCELLANEOUS

       13.01 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 1165(a) of the Puerto Rico 
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, Beneficiary's and alternate payee'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, 
Beneficiary's and alternate payee's Accounts immediately before such merger, 
consolidation or transfer, determined as if the Plan had then terminated.

       13.02 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.

       13.03 NONALIENATION.  No benefit payable under the Plan shall be subject 
in any manner to anticipation, assignment, or voluntary or involuntary 
alienation.  This Section 13.03 shall not preclude the Trustee from complying 
with the terms of (a) a Qualified Domestic Relations Order, (b) a federal tax 
levy, (c) a judgment relating to the Participant's conviction of a crime 
involving the Plan, or (d) a judgment, 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, 
all to the extent valid and enforceable under applicable federal law. 


<PAGE> 34

       13.04 FACILITY OF PAYMENT.  If the Plan Manager, in his sole discretion, 
deems a Participant, Beneficiary or alternate payee 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, Beneficiary or alternate payee.  Payments 
made pursuant to this Section 13.04 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.

       13.05 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, their Beneficiaries or alternate payees.  It shall be 
impossible, unless Section 4.07 or 13.07  applies, for any part of the fund to 
be used for, or diverted to, purposes other than the exclusive benefit of the 
Participants, their Beneficiaries or alternate payees 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.

       13.06 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, Beneficiary or 
alternate payee.

       13.07 BENEFIT OFFSETS FOR OVERPAYMENTS.  If a Participant, Beneficiary 
or alternate payee 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.

       13.08 CONTROLLING LAW.  The Plan shall be construed and enforced in 
accordance with the laws of the Commonwealth of Puerto Rico, 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, Senior Vice President Worldwide Human Resources

Dated:  December 3, 2010





<PAGE> 35

                                      APPENDIX A

                               PARTICIPATING AFFILIATES
                             (EFFECTIVE DECEMBER 27, 2010)

Unisys Puerto Rico, Inc. 




December 6, 2010
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422


Re:   Unisys Corporation Registration Statement on Form S-8 relating to the 
Unisys Savings Plan and the Unisys Savings Plan for Puerto Rico Employees


Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of Unisys 
Corporation, a Delaware corporation (the "Company"), and am rendering this 
opinion in connection with the registration of an additional 1,000,000 shares 
(the "Shares") of the Company's Common Stock, par value $.01 per share, on a 
registration statement on Form S-8 (the "Registration Statement") filed 
pursuant to the Securities Act of 1933, as amended (the "Act").  The Shares 
will be either (a) issued as company matching contributions under the Unisys 
Savings Plan and the Unisys Savings Plan for Puerto Rico Employees (each, a 
"Plan") or (b) purchased in the open market by a Plan's trustee on behalf of 
Plan participants who elect to invest in the Unisys Common Stock Fund offered 
under such Plan.  

I have reviewed the Registration Statement, the Company's Certificate of 
Incorporation and By-laws and such corporate records and other documents and 
have made such investigations of law as I have deemed appropriate
 for purposes 
of giving the opinion hereinafter expressed.

Based upon the foregoing and subject to the limitations set forth below, I am 
of the opinion that any newly issued shares included in the Shares will be, 
when issued in accordance with the terms of the applicable Plan, validly 
issued, fully paid and non-assessable.

With respect to the opinion set forth above, I have assumed that the 
consideration to be received by the Company upon the issuance of such Shares 
will be at least equal to the par value of such Shares.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Registration Statement.  In giving such consent, I do not thereby admit that I 
am an expert with respect to any part of the Registration Statement, including 
this exhibit, within the meaning of the term "expert" as used in the Act or the 
rules and regulations issued thereunder.

This opinion is limited to the General Corporation Law of the State of Delaware.


Very truly yours, 


/s/ Nancy Straus Sundheim




December 6, 2010


Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422


Re:  Unisys Corporation Form S-8 Registration Statement

Ladies and Gentlemen:

We are counsel to Unisys Corporation (the "Company") and have acted as such in 
connection with the filing by the Company of its registration statement on Form 
S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act") 
and the rules and regulations promulgated thereunder (the "Rules and 
Regulations"). The Registration Statement relates to 6,000 shares of the common 
stock, par value $.01 per share, of the Company (the "Company Stock"), which 
may be allocated to the accounts of eligible employees of the Company under the 
Unisys  Corporation Savings Plan for Puerto Rico Employees (the "Plan"), and 
interests therein. The Plan is subject to the requirements of the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"). 

This opinion, given as of the date hereof, is based upon facts and conditions 
presently known and laws and regulations presently in effect, and is being 
delivered pursuant to Item 601 of Regulation S-K under the Act as required by 
Item 8 of the Registration Statement.
 
As counsel to the Company and in rendering this opinion
 we have examined the 
Plan documents and other related written documentation as we have deemed 
necessary or appropriate to provide a basis for the opinion set forth below. In 
our examination, we have assumed the conformity to original documents submitted 
to us as photostatic copies, the genuineness of all signatures and the taking 
of all required corporate action in relation with the Plan. 

On the basis of the foregoing, we are of the opinion that the provisions of the 
written documents constituting the Plan are in compliance with the requirements 
of ERISA pertaining to such provisions. 
  
We are members of the bar of the Commonwealth of Puerto Rico and the opinion 
set forth herein is limited to matters governed by the federal laws of the 
United States of America. This opinion is being furnished to you solely for 
your benefit in connection with the filing of the Registration Statement 
pursuant to the Act and the Rules and Regulations and is not to be used, 
circulated, quoted, relied upon or otherwise referred to for any other purpose, 
without our prior written consent. We hereby consent to the use of this opinion 
as an exhibit to the Registration Statement. 


Very truly yours,


McConnell Valdes LLC


Consent of Independent Registered Public Accounting Firm 

The Board of Directors
Unisys Corporation:


We consent to the use of our reports dated February 24, 2010, with respect 
to the consolidated balance sheets of Unisys Corporation as of December 31, 
2009 and 2008, the related consolidated statements of income, stockholders' 
equity (deficit) and cash flows for the years then ended, the related financial 
statement schedule and the effectiveness of internal control over financial 
reporting as of December 31, 2009, which appear in the December 31, 2009 annual 
report on Form 10-K incorporated herein by reference. 

We also consent to the use of our report dated June 28, 2010, with respect to 
the statements of net assets available for plan benefits of the Unisys Savings 
Plan as of December 31, 2009 and 2008, and related statements of changes in net 
assets available for plan benefits for the years then ended, and the related 
supplemental schedule H, Line 4i-schedule of assets (held at end of year) as of 
December 31, 2009 which appears in the December 31, 2009 annual report on Form 
11-K of the Unisys Savings Plan, incorporated herein by reference. 


/s/ KPMG LLP 


Philadelphia, Pennsylvania 
December 6, 2010






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 1,000,000 shares of common stock) pertaining 
to the Unisys Savings Plan and the Unisys Savings Plan for Puerto Rico 
Employees of Unisys Corporation of our report dated February 28, 2008, except 
for Notes 2, 5, 7, 15, and 18 related to the effect of the adoption of 
Financial Accounting Standards No. 160, "Noncontrolling Interests in 
Consolidated Financial Statements - an amendment of ARB No. 51" (codified in 
FASB ASC Topic 810, Consolidations), as to which the date is May 11, 2009 and 
except for Notes 1, 2 and 16 as to the effect of the reverse stock split, as to 
which the date is February 24, 2010, with respect to the consolidated 
statements of income of Unisys Corporation and the related consolidated 
statement of stockholders' deficit and cash flows for the year ended December 
31, 2007 incorporated by reference in its Annual Report (Form 10-K) for the 
year ended December 31, 2009, and the financial statement schedule of Unisys 
Corporation included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

December 6, 2010