1990 UNISYS LONG-TERM INCENTIVE PLAN


                                   ARTICLE I
                          PURPOSE AND ADOPTION OF THE PLAN


1.1   Purpose.  The purpose of the 1990 Unisys Long-Term Incentive Plan
(hereinafter referred to as the "Plan") is to assist in attracting and
retaining highly competent employees and to act as an incentive in motivating
selected officers and other key employees of Unisys and its Subsidiaries to
achieve long-term corporate objectives.

1.2   Adoption and Term.  The Plan has been approved by the Board and is
effective as of January 1, 1990, and will remain in effect until terminated
or abandoned by action of the Board; provided, however, that no Incentive
Stock Option may be granted after December 31, 1999.

                                    ARTICLE II
                                    DEFINITIONS

2.1   "Adjusted Fair Market Value" means, in the event of a Change in
Control, the greater of (i) the highest Fair Market Value of a share of
Company Common Stock during the sixty day period ending on the date of such
Change in Control or (ii) in the case of a Change in Control described in
Section 2.7(a) or 2.7(c), the highest price per share of Company Common Stock
paid to holders of Company Common Stock in any transaction (or series of
transactions) constituting or resulting from such Change in Control.

2.2   "Award" shall mean any one or a combination of Non-Qualified Stock
Options or Incentive Stock Options described in Article VI, Stock
Appreciation Rights described in Article VI, Restricted Shares described in
Article VII, Performance Units described in Article VIII, Performance Awards
described in Article IX, or any other award made under the terms of the Plan.

2.3   "Award Agreement" means a written agreement between the Company
and a Participant or a written acknowledgement from the Company  specifically
setting forth the terms and conditions of an Award granted under the Plan.

2.4   "Award Period" means, with respect to an Award, the period of time
set forth in the Award Agreement during which specified target performance
goals must be achieved or other conditions set forth in the Award Agreement
must be satisfied.

2.5   "Beneficiary" means an individual, trust or estate who or which by
designation of the Participant or Transferee or operation of law succeeds to
the rights and obligations of the Participant or Transferee under the Plan
and Award Agreement upon the Participant's or Transferee's death.

2.6   "Board" means the Board of Directors of Unisys.

2.7   "Change in Control" means any of the following events:

         (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (c) of this
Section 2.07; or

         (b)  Individuals who, as of May 25, 1995, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board; or

         (c)  Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be,
of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or

         (d)  Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

2.8   "Code" means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplement or supersedes said section.

2.9   "Committee" means the Corporate Governance and Compensation
Committee of the Board.

2.10  "Company Common Stock" means the common stock of Unisys, par value
$.01 per share.

2.11  "Company Voting Securities" means the combined voting power of all
outstanding voting securities of Unisys entitled to vote generally in the
election of directors for the Board.

2.12  "Date of Grant" means the date designated by the Committee as the
date as of which it grants an Award, which shall not be earlier than the date
on which the Committee approves the granting of such Award.

2.13  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

2.14  "Exercise Price" means, with respect to a Stock Appreciation
Right, the amount established by the Committee in the Award Agreement which
is to be subtracted from the Fair Market Value on the date of exercise in
order to determine the amount of the payment to be made to the Participant,
as further described in Section 6.2.

2.15  "Fair Market Value" means, on any date, the average of the high
and low quoted sales prices of a share of Company Common Stock, sold regular
way, through the official close of the New York Stock Exchange at 4:00 p.m.
U.S. Eastern Standard Time on such date or, if there were no sales on such
date, on the last date preceding such date on which a sale was reported.

2.16  "Incentive Stock Option" means a stock option within the meaning
of Section 422A of the Code.

2.17  "Incumbent Board" means the Board as of May 25, 1995.

2.18  "Non-Qualified Stock Option" means a stock option which is not an
Incentive Stock Option.

2.19  "Normal Retirement Date" means the date on which a Participant is
eligible to retire with unreduced benefits under a defined benefit pension
plan or arrangement of Unisys or one of its Subsidiaries or, in the event
that the Participant is not a member of such a defined benefit pension plan
or arrangement, the date on which the Participant would otherwise be eligible
to retire with unreduced benefits under the Unisys Pension Plan.

2.20  "Options" means all Non-Qualified Stock Options and Incentive
Stock Options granted at any time under the Plan.

2.21  "Other Retirement Date" means a date earlier than a Participant's
Normal Retirement Date which is specifically designated by the Committee to
be the date upon which a Participant retires for purposes of this Plan.

2.22  "Outstanding Company Common Stock" means, at any time, the issued
and outstanding shares of Company Common Stock.

2.23  "Participant" shall have the meaning set forth in Section 5.1.

2.24  "Performance Awards" means Awards granted in accordance with
Article IX.

2.25  "Performance Units" means Awards granted in accordance with
Article VIII.

2.26  "Plan" shall mean the 1990 Unisys Long-Term Incentive Plan as
described herein and as may be amended from time to time.

2.27  "Purchase Price", with respect to Options, shall have the meaning
set forth in Section 6.1(b).

2.28  "Restricted Shares" means Company Common Stock subject to
restrictions imposed in connection with Awards granted under Article VII.

2.29  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as it may be
amended from time to time, and any successor rule.

2.30  "Stock Appreciation Right" means Awards granted in accordance with
Article VI.

2.31  "Stock Award" means a Non-Qualified Stock Option, an Incentive
Stock Option, a Stock Appreciation Right, a Restricted Stock Award or any
other stock-based Award authorized by the Board hereunder.

2.32  "Subsidiary" shall have the meaning set forth in Section 425(f) of
the Code.

2.33  "Termination of Employment" means the voluntary or involuntary
termination of a Participant's employment with Unisys or a
Subsidiary for any reason, including death, disability, retirement
or as the result of the divestiture of the Participant's employer
or any similar transaction in which the Participant's employer
ceases to be Unisys or one of its Subsidiaries.  Whether military
or other government or eleemosynary service shall constitute
Termination of Employment, or whether a Termination of Employment
is a result of disability, shall be determined in each case by the
Committee in its sole discretion.

2.34  "Transferee" means the holder of Non-Qualified Stock Options after
a transfer in accordance with Section 11.4 and the Award Agreement.

2.35  "Unisys" means Unisys Corporation, a Delaware corporation.

                                 ARTICLE III
                                ADMINISTRATION

3.1   Committee.  The Plan shall be administered by the Committee.  The
Committee shall be selected from time to time by the Board, and shall be
comprised of not less than three members of the Board or such other persons
who would constitute a disinterested administrator under the requirements of
Rule 16b-3.  The Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and its
Participants.  The Committee shall have the sole discretionary authority to
interpret the Plan, to establish and modify administrative rules for the
Plan, to impose such conditions and restrictions on Awards as it determines
appropriate, to cancel Awards (including those made pursuant to other plans
of Unisys), to allow some or all Non-Qualified Stock Options of some or all
Participants to be transferable subject to the limitations set forth in the
Award Agreement, and to substitute new options for underwater options
(including options granted under other Plans of Unisys) with the consent of
the recipient, and to take such steps in connection with the Plan and Awards
granted as it may deem necessary or advisable.  The Committee may, with
respect to Participants who are not subject to Section 16(b) of the Exchange
Act, delegate such of its powers and authority under the Plan as it deems
appropriate to designated officers or employees of Unisys.

                                   ARTICLE IV
                                      STOCK

4.1   Number of Shares Issuable.  Subject to adjustments as provided in
Section 11.9, the stock to be offered under the Plan shall be authorized and
unissued shares, or issued shares which shall have been reacquired by Unisys,
of Company Common Stock.  The total number of shares initially authorized to
be issued under the Plan shall be 4 million shares, which limit shall be
increased as of January 1 of each calendar year commencing in 1991 by a
number of shares equal to 2% of the total amount of Outstanding Company
Common Stock (not including shares issued under this Plan) as of such January
1; provided, however, that not more than one million shares of Company Common
Stock shall be issued upon the exercise of Incentive Stock Options awarded
under the Plan.  In addition, the 1.4 million shares remaining available for
the grant of awards as of January 1, 1990 under the terms of the 1982 Unisys
Long-Term Incentive Plan shall be available for issuance hereunder.

4.2   Shares Subject to Terminated Awards.  The shares of Company Common
Stock involved in any unexercised portions of terminated Options (including
cancelled Options) granted under Article VI, shares of Company Common Stock
forfeited as provided in Section 7.2(a), unexercised shares from terminated
awards under Section 9.2 and shares of Company Common Stock subject to Awards
which are otherwise surrendered by the Participant or Transferee may again be
subject to Stock Awards.  Shares of Company Common Stock subject to Options,
or portions thereof, which have been surrendered in connection with the
exercise of Stock Appreciation Rights shall not be available for subsequent
Option grants under the Plan, but shares of Company Common Stock issued in
payment of such Stock Appreciation Rights shall not be charged against the
number of shares of Company Common Stock available for the grant of Options.
Any shares of Company Common Stock issued by Unisys pursuant to its
assumption or substitution of outstanding grants from acquired companies
shall not reduce the number of shares available for grants under this Plan.

                                  ARTICLE V
                                 PARTICIPANTS

5.1   Eligible Participants.  Participants in the Plan shall be such
officers and other key employees of Unisys and its Subsidiaries, whether or
not members of the Board, as the Committee, in its sole discretion, may
designate from time to time.  The Committee's designation of a Participant in
any year shall not require the Committee to designate such person to receive
Awards or grants in any other year.  The designation of a Participant to
receive awards or grants under one portion of the Plan does not require the
Committee to include such Participant under other portions of the Plan.  The
Committee shall consider such factors as it deems pertinent in selecting
Participants and in determining the type and amount of their respective
Awards.

                                  ARTICLE VI
                  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

6.1   Option Awards.

         (a)  The Committee may grant, to such Participants as the
Committee may select, Options entitling the Participant or
Transferee to purchase Company Common Stock from Unisys in such
quantity, at such price, and on such terms and subject to such
conditions, not inconsistent with the terms of this Plan, as may
be established by the Committee.  The terms of any Stock Option
granted under this Plan shall be set forth in an Award Agreement.

         (b)  Purchase Price of Options.  The Purchase Price of each
share of Company Common Stock which may be purchased upon exercise
of any Option granted under the Plan shall be determined by the
Committee, provided that, with respect to Participants or
Transferees subject to Section 16(b) of the Exchange Act, such
Purchase Price shall be not less than 50% of the Fair Market Value
on the Date of Grant, and provided further that the Purchase Price
for shares of Company Common Stock purchased pursuant to Stock
Options designated by the Committee as Incentive Stock Options
shall be equal to or greater than the Fair Market Value on the
Date of Grant as required under Section 422A of the Code.

         (c)  Designation of Incentive Stock Options.  Except as
otherwise expressly provided in the Plan, the Committee may
designate, at the time of the grant of each Option, the Option as
an Incentive Stock Option under Section 422A of the Code.

              (1)  Incentive Stock Option Share Limitation.  No
Participant may be granted Incentive Stock Options under the
Plan (or any other plans of Unisys) which would result in
stock with an aggregate Fair Market Value (measured on the
Date of Grant) of more than $100,000 first becoming
exercisable in any one calendar year, or which would entitle
such Participant to purchase a number of shares greater than
the maximum number permitted by Section 422A of the Code as
in effect on the Date of Grant.

              (2)  Other Incentive Stock Option Terms.  Whenever
possible, each provision in the Plan and in every Option
granted under this Plan which is designated by the Committee
as an Incentive Stock Option shall be interpreted in such a
manner as to entitle the Option to the tax treatment
afforded by Section 422A of the Code.  If any provision of
this Plan or any Option designated by the Committee as an
Incentive Stock Option shall be held not to comply with
requirements necessary to entitle such Option to such tax
treatment, then (A) such provision shall be deemed to have
contained from the outset such language as shall be
necessary to entitle the Option to the tax treatment
afforded under Section 422A of the Code, and (B) all other
provisions of this Plan and the Stock Option Agreement shall
remain in full force and effect.  If any agreement covering
an Option designated by the Committee to be an Incentive
Stock Option under this Plan shall not explicitly include
any terms required to entitle such Incentive Stock Option to
the tax treatment afforded by Section 422A of the Code, all
such terms shall be deemed implicit in the designation of
such Option and the Option shall be deemed to have been
granted subject to all such terms.

         (d)  Rights as a Stockholder.  A Participant or Transferee
shall have no rights as a stockholder with respect to any shares
of Company Common Stock covered by an Option until the Participant
or Transferee shall have become the holder of record of any such
shares, and no adjustment shall be made for dividends in cash or
other property or distributions or other rights with respect to
any such shares of Company Common Stock for which the record date
is prior to the date on which the Participant or a Transferee of
the Option shall have become the holder of record of any such
shares covered by the Option.

6.2   Stock Appreciation Rights.

         (a)  Stock Appreciation Right Awards.  The Committee is
authorized to grant to any Participant a Stock Appreciation Right
covering any share of Company Common Stock which is at the Date of
Grant also covered by an Option granted to the same Participant
either prior to or simultaneously with the grant to such
Participant of the Stock Appreciation Right, provided:  (1) any
Option covering any share of Company Common Stock shall expire and
not be exercisable upon the exercise of any Stock Appreciation
Right with respect to the same share; (2) any Stock Appreciation
Right covering any share of Company Common Stock shall not be
exercisable upon the exercise of any related Option with respect
to the same share; and (3) an Option and Stock Appreciation Right
covering the same share of Company Common Stock may not be
exercised simultaneously.  Upon exercise of a Stock Appreciation
Right with respect to a share of Company Common Stock, the
Participant will be entitled to receive an amount equal to the
difference between (y) the Exercise Price established in the Award
Agreement from (z) the Fair Market Value of a share of Company
Common Stock on the date of exercise, which amount shall be
payable as provided in Section 6.2(e).

         (b)  Exercise Price.  The Exercise Price established under
any Stock Appreciation Right granted under this Plan shall be
determined by the Committee and shall not be less than the lower
of (1) the Purchase Price of the related Option or (2) 50% of the
Fair Market Value on the Date of Grant of the Stock Appreciation
Right.  Upon exercise of Stock Appreciation Rights, the number of
shares subject to exercise under the related Option shall
automatically be reduced by the number of shares of Company Common
Stock represented by the Option or portion thereof which is
surrendered as a result of the exercise of such Stock Appreciation
Right.

         (c)  Payment of Incremental Value.  Any payment which may
become due from Unisys by reason of a Participant's exercise of a
Stock Appreciation Right may be paid to the Participant as
determined by the Committee (1) all in cash, (2) all in Company
Common Stock, or (3) in any combination of cash and Company Common
Stock.  In the event that all or a portion of the payment is made
in Company Common Stock, the number of shares of the Company
Common Stock delivered in satisfaction of such payment shall be
determined by dividing the amount of the payment by the Fair
Market Value on the Exercise Date.  The Committee may determine
whether payment upon exercise of a Stock Appreciation Right will
be made in cash or stock, or a combination thereof, upon or at any
time prior to the exercise of such Stock Appreciation Right.  No
fractional share of Company Common Stock shall be issued to make
any payment; if any fractional shares would be issuable, the mix
of cash and Company Common Stock payable to the Participant shall
be adjusted as directed by the Committee to avoid the issuance of
any fractional share.

6.3   Terms of Stock Options and Stock Appreciation Rights.

         (a)  Conditions on Exercise.  An Award Agreement with
respect to Options or Stock Appreciation Rights may contain such
waiting periods, exercise dates and restrictions on exercise
(including, but not limited to, periodic installments which may be
cumulative) as may be determined by the Committee at the time of
grant.  Where payment is to be made in whole or in part in cash,
no Stock Appreciation Right may be exercised prior to six months
from the Date of Grant.

         (b)  Duration of Options and Stock Appreciation Rights.
Options and Stock Appreciation Rights shall terminate after the
first to occur of the following events:

              (1)  Expiration of the Option or Stock Appreciation Right
as provided in the Award Agreement; or

              (2)  Termination of the Award as provided in
Section 6.3(e), following the Participant's Termination of
Employment; or

              (3)  In the case of an Incentive Stock Option, ten years
from the Date of Grant; or

              (4)  Solely in the case of Stock Appreciation Rights, upon
the expiration of the related Options.

         (c)  Acceleration of Exercise Time.  The Committee, in its
sole discretion, shall have the right (but shall not in any case
be obligated) to permit purchase of shares under any Option
exercise or exercise of a Stock Appreciation Right prior to the
time such Option or Stock Appreciation Right would otherwise
become exercisable under the terms of the Award Agreement.

         (d)  Extension of Exercise Time.  In addition to the
extensions permitted under Section 6.3(e) in the event of
Termination of Employment, the Committee, in its sole discretion,
shall have the right (but shall not in any case be obligated) to
permit any Option or Stock Appreciation Right granted under this
Plan to be exercised after its expiration date described in
Section 6.3(e), subject, however to the limitations described in
Section 6.3(b)(1), (3) and (4).

         (e)  Exercise of Options or Stock Appreciation Rights upon
Termination of Employment.

              (1)  Termination of Vested Options and Stock Appreciation
Rights Upon Termination of Employment.

                   (A)  Termination.  In the event of Termination of
Employment of a Participant other than because of death,
disability or retirement on a Normal Retirement Date, to the
extent the right to exercise the Option or Stock
Appreciation Right has accrued at the date of Termination of
Employment, the right of the Participant or Transferee to
exercise the Option or Stock Appreciation Right under the
Plan shall terminate at the date of such Termination of
Employment, unless otherwise provided in this Section 6.3(e)
or as otherwise provided by the Committee in accordance with
Section 6.3(d).

                   (B)  Disability or Retirement.  Upon a Participant's
Termination of Employment by reason of disability or
retirement on a Normal Retirement Date, a Participant or
Transferee may, within five years after the Termination of
Employment, exercise all or a part of his or her Options
which were exercisable upon such Termination of Employment
(or which became exercisable at a later date pursuant to
Sections 6.3(e)(2) or (3)), and may, within six months after
Termination of Employment, exercise all or a part of his or
her Stock Appreciation Rights which he or she was entitled
to exercise upon Termination of Employment (or which became
exercisable at a later date pursuant to Sections 6.3(e)(2)
or (3)).  In no event, however, may any Option or Stock
Appreciation Right be exercised later than the date
described in Section 6.3(b)(1), (3) or (4).

                   (C)  Death.  In the event of the death of a
Participant while employed by Unisys or a Subsidiary, or
within the additional period of time from the date of
Termination of Employment and prior to the expiration of the
Option or Stock Appreciation Right as permitted in Section
6.3(e)(1)(B) or Sections 6.3(e)(2) or (3), to the extent the
right to exercise the Option or Stock Appreciation Right
accrued as of the date of such Termination of Employment or
thereafter and did not expire during such additional period
and prior to the Participant's death, the right of the
Participant's Beneficiary or Transferee to exercise the
Option under the Plan shall expire upon the earliest of (i)
five years from the date of the Participant's death or (ii)
five years from the date of the Participant's Termination of
Employment or (iii) the date of expiration of the Option
determined pursuant to Section 6.3(b)(1), (3) or (4).
Unless otherwise provided by the Committee in accordance
with Section 6.3(d), Stock Appreciation Rights shall expire
upon the Participant's death.

              (2)  Termination of Unvested Options or Stock Appreciation
Rights Upon Termination of Employment.  Except as otherwise
provided in Section 6.3(e)(3), to the extent the right to exercise
an Option or a Stock Appreciation Right, or any portion thereof,
has not accrued as of the date of Termination of Employment, such
right shall expire at the date of such Termination of Employment.
 Notwithstanding the foregoing, the Committee, within its
discretion and under such terms as it deems appropriate, may
permit a Participant who terminates employment on a Normal
Retirement Date or Other Retirement Date and who will continue to
render significant services to Unisys or one of its Subsidiaries
after his or her Termination of Employment, to continue vesting in
his or her Options and Stock Appreciation Rights during the period
in which the individual continues to render such services.

              (3)  Continued Vesting in Options upon Retirement at Age 55
with Five Years of Service -- Extended Period of Exercise --
Effective for Option Grants Made on and after April 22, 1999.
Notwithstanding anything in this Section 6.3(e) to the contrary,
with respect to any Option or Stock Appreciation Right granted on
or after April 22, 1999,

                   (A)  to the extent that the right to exercise the
Option or Stock Appreciation Right, or any portion thereof,
has not accrued as of the date of Termination of Employment,
the Participant or Transferee shall continue to vest in the
Option or Stock Appreciation Right after Termination of
Employment in accordance with the vesting schedule contained
in the applicable Award Agreement, and

                   (B)  the Participant or Transferee may exercise the
Option, to the extent the right to exercise has accrued as
of the date of Termination of Employment or thereafter in
accordance with this Section 6.3(e)(3), within five years of
the date of the Participant's Termination of Employment, and
may exercise the Stock Appreciation Right, to the extent the
right to exercise has accrued as of the date of Termination
of Employment or thereafter in accordance with this Section
6.3(e)(3), within six months of the date of the
Participant's Termination of Employment,

     provided that the Termination of Employment occurs after the
Participant has attained age 55 and completed five years of
service with Unisys and/or its Subsidiaries.  In no event,
however, may any Option or Stock Appreciation Right be exercised
later than the date described in Section 6.3(b)(1), (3) or (4).

     The rights described in this Section 6.3(e)(3) may be revoked by
the Senior Vice-President, Worldwide Human Resources, or his/her
successor, if in his/her discretion it is determined that the
Participant has been terminated for cause or, before or after
termination, has engaged in conduct that is deemed to be
materially adverse or detrimental to the interests of the Company,
including, but not limited to, the violation of any restrictive
covenant contained in the Participant's stock option Award
Agreement.

6.4   Exercise Procedures.  Each Option and Stock Appreciation Right
granted under the Plan shall be exercised by written notice to Unisys which
must be received by the office of Unisys designated in the Award Agreement on
or before the expiration date of the Award.  The Purchase Price of shares
purchased upon exercise of an Option granted under the Plan shall be paid in
full in cash by the Participant or Transferee pursuant to the Award
Agreement; provided, however, that the Committee may (but need not) permit
payment to be made by delivery to Unisys of either (a) shares of Company
Common Stock (which may include Restricted Shares or shares issued in
connection with the exercise of the Option, subject to such rules as the
Committee deems appropriate) or (b) any combination of cash and shares of
Company Common Stock, or (c) such other consideration as the Committee deems
appropriate and in compliance with applicable law (including payment in
accordance with a cashless exercise program under which, if so instructed by
the Participant or Transferee, shares of Company Common Stock may be issued
directly to the Participant's or Transferee's broker or dealer upon receipt
of the Purchase Price in cash from the broker or dealer.)  In the event that
any Company Common Stock shall be transferred to Unisys to satisfy all or any
part of the Purchase Price, the part of the Purchase Price deemed to have
been satisfied by such transfer of Company Common Stock shall be equal to the
product derived by multiplying the Fair Market Value as of the date of
exercise times the number of shares transferred.  The Participant or
Transferee may not transfer to Unisys in satisfaction of the Purchase Price
(y) a number of shares which when multiplied times the Fair Market Value as
of the date of exercise would result in a product greater than the Purchase
Price or (z) any fractional share of Company Common Stock.  Any part of the
Purchase Price paid in cash upon the exercise of any Option shall be added to
the general funds of Unisys and be used for any proper corporate purpose.
Unless the Committee shall otherwise determine, any Company Common Stock
transferred to Unisys as payment of all or part of the Purchase Price upon
the exercise of any Option shall be held as treasury shares.

6.5   Change in Control.

         (a)  Options.  In the event of a Change in Control, (1) all
Options outstanding on the date of such Change in Control shall
become immediately and fully exercisable, and (2) a Participant
who is an elected officer or director of Unisys will be permitted
to surrender for cancellation within sixty days after such Change
in Control any Option or portion of an Option to the extent not
yet exercised (or with respect to an Option or portion of an
Option granted less than six months prior to the date of the
Change in Control, within sixty days after the expiration of a six
month period following the Date of Grant) and to receive a cash
payment in an amount equal to the excess, if any, of (A) in the
case of a Non-Qualified Stock Option, the Adjusted Fair Market
Value of the Company Common Stock subject to the Option or a
portion thereof surrendered or in the case of an Incentive Stock
Option, the Fair Market Value of the Company Common Stock subject
to the Option or portion thereof surrendered, over (B) the
Purchase Price.  The provisions of this Section 6.5(a) shall be
applicable to Non-Qualified Stock Options and Incentive Stock
Options.  The provisions of this Section 6.5(a) shall not be
applicable to any Options granted to a Participant if any Change
in Control results from such Participant's beneficial ownership
(within the meaning of Rule 13d(3) under the Exchange Act) of
Company Common Stock or Company Voting Securities.

         (b)  Stock Appreciation Rights.  In the event of a Change
in Control, all Stock Appreciation Rights shall become immediately
and fully exercisable.  Upon any exercise of a Stock Appreciation
Right (other than a  Stock Appreciation Right granted in tandem
with a related Incentive Stock Option) or any portion thereof
during the 60-day period following the Change in Control, (or with
respect to a Stock Appreciation Right granted to an officer or
director of Unisys less than six months prior to the date of the
Change in Control, within sixty days after the expiration of a six
month period following the Date of Grant) the amount payable shall
be determined by reference to the Adjusted Fair Market Value of
the Company Common Stock and shall be paid in cash.  Stock
Appreciation Rights granted in connection with Incentive Stock
Options will be payable as determined by reference to the Fair
Market Value of the Company Common Stock on the date of such
exercise and shall be paid in cash.  The provisions of this
Section 6.5(b) shall not be applicable to any Stock Appreciation
Rights granted to a Participant if any Change in Control results
from such Participant's beneficial ownership (within the meaning
of Rule 13d(3) under the Exchange Act) of Company Common Stock or
Company Voting Securities.

                            ARTICLE VII
                         RESTRICTED SHARES

7.1   Restricted Share Awards.  The Committee may grant to any
Participant an Award of shares of Company Common Stock in such quantity, and
on such terms, conditions and restrictions (whether based on performance
standards, periods of service or otherwise) as the Committee shall establish.
 The terms of any Restricted Share Award granted under this Plan shall be set
forth in an Award Agreement with provisions subject to and not inconsistent
with this Plan.

         (a)  Issuance of Restricted Shares.  As soon as practicable
after the Date of Grant of a Restricted Share Award by the
Committee, Unisys shall cause to be transferred on the books of
the Company, shares of Company Common Stock, evidencing the
Restricted Shares covered by the Award, but subject to forfeiture
to Unisys as of the Date of Grant if an Award Agreement with
respect to the Restricted Shares covered by the Award is not duly
executed by the Participant and timely returned to Unisys.  At the
discretion of the Company, the shares will be registered on behalf
of the Participant in book entry form or will be registered in the
name of the Participant with a stock certificate, appropriately
legended to reference the applicable restrictions, duly issued.
All shares of Company Common Stock covered by Awards under this
Article VII shall be subject to the restrictions, terms and
conditions contained in the Plan and Award Agreement entered into
by the Participant.

         (b)  Stockholder Rights.  Beginning on the Date of Grant of
the Restricted Share Award and subject to execution of the Award
Agreement provided for in Section 7.1(a), the Participant will
become a stockholder of Unisys with respect to all shares
represented under the Award Agreement and shall have all of the
rights of a stockholder, including, but not limited to, the right
to vote such shares and the right to receive dividends (or
dividend equivalents); provided, however, that any shares of
Company Common Stock distributed as a dividend or otherwise with
respect to any Restricted Shares as to which the restrictions have
not yet lapsed shall be subject to the same restrictions as such
Restricted Shares and shall be represented by book entry and held
as prescribed in Section 7.1(a); and

         (c)  Restriction on Transferability.  None of the
Restricted Shares may be assigned or transferred (other than by
will or the laws of descent and distribution, or to an inter vivos
trust with respect to which the Participant is treated as the
owner under sections 671 through 677 of the Code), pledged or sold
prior to their delivery to a Participant or, in the case of a
Participant's death, to the Participant's Beneficiary; and

         (d)  Delivery of Shares Upon Vesting.  Upon expiration or
earlier termination of the forfeiture period without a forfeiture
and the satisfaction of or release from any other conditions
prescribed by the Committee, or at such earlier time as provided
under the provisions of Section 7.3, the restrictions applicable
to the Restricted Shares shall lapse.  As promptly as
administratively feasible thereafter, Unisys shall deliver to the
Participant or, in case of the Participant's death, to the
Participant's Beneficiary, a stock certificate for the appropriate
number of shares of Company Common Stock, free of all such
restrictions, except for any restrictions that may be imposed by
law.  Except in the case where a Participant has made an Election
described in Section 11.5(c), the appropriate number of shares
shall equal the number of Restricted Shares with respect to which
the restrictions have lapsed, less the number of shares of Company
Common Stock, rounded up for any fraction to the next whole
number, whose Fair Market Value as of the date on which the
restrictions lapse is equal to such amount as is determined by
Unisys to be sufficient to satisfy applicable federal, state or
local withholding tax requirements.  Unisys shall remit in a
timely manner to the appropriate taxing authorities the amount so
withheld with any partial share excess applied to federal
withholding.  Although the stock certificate delivered to the
Participant or the Participant's beneficiary will be for a net
number of shares, the Participant or the Participant's beneficiary
shall be considered, for tax purposes, to have received a number
of shares of Company Common Stock equal to the full number of
Restricted Shares with respect to which the restrictions have
lapsed.  In the case where a Participant has made an Election
described in Section 11.5(c) with respect to Restricted Shares,
the appropriate number shall equal the number of Restricted Shares
with respect to which the restrictions have lapsed.

7.2   Terms of Restricted Shares.

         (a)  Forfeiture of Restricted Shares.  Subject to
Sections 7.2(b) and 7.3, all of the Restricted Shares with respect
to a Restricted Share Award shall be forfeited and returned to
Unisys and all rights of the Participant with respect to such
Restricted Shares shall terminate unless the Participant continues
in the service of Unisys or a Subsidiary as an employee until the
expiration of the forfeiture period and satisfies any other
conditions set forth in the Award Agreement.  The Committee shall
determine the forfeiture period and any other terms and conditions
applicable with respect to any Restricted Share Award.

         (b)  Waiver of Forfeiture Period.  Notwithstanding anything
contained in this Article VII to the contrary, the Committee may,
in its sole discretion, waive the forfeiture period and any other
conditions set forth in any Award Agreement under certain
circumstances (including the death, disability or retirement of
the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and
conditions (including forfeiture of a proportionate number of the
Restricted Shares) as the Committee shall deem appropriate.

7.3   Change in Control.  In the event of a Change in Control, and
irrespective of whether or not the one year period following the date of the
Restricted Share Award required under the provisions of Section 7.2(a) has
been met, all restrictions applicable to a pro-rata portion of the Restricted
Shares represented by each such Restricted Share Award shall terminate fully
and the Participant shall immediately have the right to the delivery of stock
certificates in accordance with Section 7.1(d).  The pro-rata portion of the
Participant's Restricted Shares represented by each Restricted Share Award
shall be determined by multiplying the number of shares subject to such Award
by a fraction, the numerator of which is the number of whole months such
Participant was employed during the Award period through the date of the
Change in Control and the denominator of which is the number of months in the
Award Period.  In the event a Participant remains in the employment of Unisys
following a Change in Control through the end of the Award Period for a
Restricted Share Award with respect to which a pro-rata portion of the
Restricted Shares granted under such Award has been delivered to a
Participant under this Section, the Participant shall be entitled to receive
the difference between (x) the number of Restricted Shares delivered pursuant
to this Section and (y) the number of Restricted Shares or other
consideration otherwise deliverable or payable at such time pursuant to the
Award.

                                  ARTICLE VIII
                                PERFORMANCE UNITS

8.1   Performance Unit Awards.

         (a)  Grant of Performance Units.  The Committee may grant
to Participants Performance Units, the value of which is related
to the value of or the appreciation in the value of Company Common
Stock.  The number of Performance Units awarded, the method for
valuing such Units, and such terms and conditions as the Committee
deems appropriate shall be set forth in an Award Agreement.  At
the discretion of and subject to any terms established by the
Committee, Participants may be credited with dividend equivalents
or other distribution equivalents to correspond to dividends or
distributions made with respect to holders of Company Common
Stock.

         (b)  Payment of Performance Units.  Performance Units may
become payable to the Participant after a specified period of time
or upon the occurrence of a specified event such as death,
disability, retirement or such other date, and may be subject to
forfeiture under such circumstances, as are established by the
Committee in the Award Agreement.  Payment may be made in cash,
Company Common Stock or in such other form, in a lump sum or
installments, as the Committee establishes in the Award Agreement.

                                 ARTICLE IX
                              PERFORMANCE AWARDS

9.1   Performance Awards.

         (a)  Award Periods and Calculations of Potential Incentive
Amounts.  The Committee may grant Performance Awards to
Participants.  A Performance Award shall consist of the right to
receive a payment contingent upon certain predetermined
performance targets and earned during an Award Period.
Performance Awards may be made in conjunction with, or in addition
to, Restricted Share Awards made under Article VII and may, in
addition to predetermined performance targets, be based on other
factors such as changes in the Fair Market Value over the Award
Period.  Unless otherwise determined by the Committee, the Award
Period shall be a period of three calendar years commencing as of
the beginning of the calendar year in which the Performance Award
is granted.  The Committee, in its discretion and under such terms
as it deems appropriate, may permit newly eligible employees, such
as those who are promoted or newly hired, to receive Performance
Awards after an Award Period has commenced.  A new Award Period
shall commence each year, unless otherwise specified by the
Committee.

         (b)  Performance Targets.  The performance targets may
include specified levels of earnings per share, return on
investment, return on shareholder equity and/or such other goals
related to Unisys performance as may be established by the
Committee in its discretion.  The performance targets established
by the Committee may vary for different Award Periods and need not
be the same for each Participant receiving a Performance Award in
an Award Period.  The Committee, in its discretion, but only under
extraordinary circumstances as determined by the Committee, may
change any prior determination of performance targets for any
Award Period at any time prior to the final determination of the
Award when events or transactions occur to cause the performance
targets to be an inappropriate measure of achievement.

         (c)  Earning Performance Awards.  The Committee at the Date
of Grant shall prescribe a formula to determine the percentage of
the Performance Award to be earned based upon the degree of
attainment of performance targets.  In the event the minimum
performance targets established by the Committee is not achieved,
no payment shall be made to the Participant.  In the event the
performance targets are fully achieved, 100% of the Performance
Award shall be paid to the Participant.  The Committee may provide
for grants up to a maximum of 150% of Performance Awards for
achievement exceeding performance targets.

         (d)  Payment of Earned Performance Awards.  Payments of
earned Performance Awards shall be made in cash or Company Common
Stock, or a combination of cash and Company Stock at the
discretion of the Committee.  Payment normally will be made as
soon as is practicable following the end of an Award Period; the
Committee, however, may permit deferral of the payment of all or a
portion of a Performance Award paid in cash upon the request of
the Participant timely made in accordance with rules prescribed by
the Committee.  Deferred amounts may generate earnings for the
Participant under the conditions of a separate plan providing for
such as adopted by the Board. The Committee, in its sole
discretion, may also define such other conditions of payment of
earned Performance Awards as it may deem desirable in carrying out
the purposes of the Plan.

9.2   Terms of Performance Awards.

         (a)  Termination of Employment.  Unless otherwise provided
below or in Section 9.3, in the case of a Participant's
Termination of Employment prior to the end of an Award Period, the
Participant will not have earned any Performance Awards.

         (b)  Retirement.  If a Participant's Termination of
Employment is because of retirement on a Normal Retirement Date or
Other Retirement Date prior to the end of an Award Period, the
Participant will not be paid any Performance Awards, unless the
Committee, in its sole and exclusive discretion, determines that
an Award should be paid.  In such a case, the Participant shall be
entitled to receive a pro-rata portion of his or her Award as
determined under Subsection (d).

         (c)  Death or Disability.  If a Participant's Termination
of Employment is due to death or disability (as determined in the
sole and exclusive discretion of the Committee) following at least
twenty-four months of participation in any three year Award
Period, but prior to the end of an Award Period, the Participant
will be entitled to receive a pro-rata share of his or her Award
as determined under Subsection (d).

         (d)  Pro-Rata Payment.  The amount of any payment made to a
Participant whose employment is terminated by retirement, death or
disability (under circumstances described in subsections (b) and
(c)) will be the amount determined by multiplying the amount of
the Performance Award which would have been earned, determined at
the end of the Award Period, had such employment not been
terminated by a fraction, the numerator of which is the number of
whole months such Participant was employed during the Award
Period, and the denominator of which is the number of months of
the Award Period.  Any such payment made to a Participant whose
employment is terminated prior to the end of an Award Period under
this Section 9.2 shall be made at the end of the respective Award
Period, unless otherwise determined by the Committee in its sole
discretion.  Any partial payment previously made or credited to a
deferred account for the benefit of a Participant as provided
under Section 9.1(d) of the Plan shall be subtracted from the
amount otherwise determined as payable as provided in this
Section.

         (e)  Other Events.  Notwithstanding anything to the
contrary in this Article IX, the Committee may, in its sole and
exclusive discretion, determine to pay all or any portion of a
Performance Award to a Participant who has terminated employment
prior to the end of an Award Period under certain circumstances
(including the death, disability or retirement of the Participant
or a material change in circumstances arising after the Date of
Grant) and subject to such terms and conditions as the Committee
shall deem appropriate, provided that the Participant shall have
completed, at his or her Termination of Employment, one year of
employment after the Date of Grant.  The Board may determine to
pay all or a part of a Performance Award to a Participant who has
completed less than one year of employment after the Date of
Grant.

9.3   Change in Control.  In the event of a Change in Control, a pro-
rata portion of Performance Awards for all Award Periods not yet completed
shall immediately become fully payable to all Participants and shall be paid
within 30 days after such Change in Control to Participants.  The pro-rata
portion of each Performance Award shall be determined by multiplying 100
percent of the targeted award by a fraction, the numerator of which is the
number of whole months such Participant was employed during the Award Period
as of the date of the Change in Control and the denominator of which is the
total number of months in the Award Period.  All payments made with respect
to Performance Awards on and after the date of Change in Control shall be
made wholly in cash and shall be reduced by the amount of any previous
prepayment or deferral with respect to the Award.  In the event a Participant
remains in the employment of Unisys following a Change in Control through the
end of any Award Period with respect to which a pro-rata portion of
Performance Awards have been accelerated pursuant to this Section and the
amounts payable as a result of the Company's reaching performance targets set
forth in the Performance Award have exceeded the amounts paid to a
Participant under this Section, a Participant shall be entitled to receive
the difference between (x) the amount paid pursuant to this Section and (y)
the amount otherwise payable at such time pursuant to the Award.

                                   ARTICLE X
                            OTHER STOCK-BASED AWARDS

10.1   Grant of Other Awards.  Other Awards of Company Common Stock or
other securities of Unisys Corporation and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, Company Common
Stock may be granted either alone or in addition to or in conjunction with
other Awards under the Plan.  Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the persons to
whom and the time or times at which such Awards shall be made, the number of
shares of Company Common Stock or other securities, if any, to be granted
pursuant to such Awards, and all other conditions of the Awards.  Any such
Award shall be confirmed by an Award Agreement executed by the Committee and
the Participant, which Agreement shall contain such provisions as the
Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such Award.

10.2   Terms of Other Awards.  In addition to the terms and conditions
specified in the Award Agreement, Awards made pursuant to this Article X
shall be subject to the following:

         (a)  Any shares of Company Common Stock subject to Awards
made under this Article X may not be sold, assigned, transferred,
pledged or otherwise encumbered prior to the date on which the
shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses; and

         (b)  If specified by the Committee in the Award Agreement,
the recipient of an Award under this Article X shall be entitled
to receive, currently or on a deferred basis, interest or
dividends or dividend equivalents with respect to the Company
Common Stock or other securities covered by the Award; and

         (c)  The Award Agreement with respect to any Award shall
contain provisions dealing with the disposition of such Award in
the event of a Termination of Employment prior to the exercise,
realization or payment of such Award, whether such termination
occurs because of retirement, disability, death or other reason,
with such provisions to take account of the specific nature and
purpose of the Award.

                            ARTICLE XI
         TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

11.1   Plan Provisions Control Award Terms.  The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan which is contrary to any of
the provisions of the Plan.  In the event any provision of any Award granted
under the Plan shall conflict with any term in the Plan as constituted on the
Date of Grant of such Award, the term in the Plan as constituted on the Date
of Grant of such Award shall control.  Except as provided in Section 11.3,
the terms of any Award granted under the Plan may not be changed after the
Date of Grant of such Award so as to materially decrease the value of the
Award without the express approval of the holder.

11.2   Award Agreement.  No person shall have any rights under any Award
granted under the Plan unless and until Unisys and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or other Award acknowledgment expressly granting the Award to such
person and containing provisions setting forth the terms of the Award.

11.3   Modification of Award After Grant.  No Award granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Award) after the date of its grant
unless by express written agreement between Unisys and the Participant or
Transferee provided that any such change (a) shall not be inconsistent with the
terms of the Plan, and (b) shall be approved by the Committee.  No modifications
may be made to any Awards granted to a Participant while the Participant or
Transferee is subject to Section 16(b) of the Exchange Act except in
compliance with Rule 16b-3.

11.4   Limitations on Transfer.  Except as provided in Section 7.1(c) and
this Section 11.4, a Participant's or Transferee's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant or
Transferee, only the Participant or Transferee personally (or the
Participant's or Transferee's personal representative) may exercise rights
under the Plan.  The Participant's or Transferee's Beneficiary may exercise
the Participant's or Transferee's rights to the extent they are exercisable
under the Plan following the death of the Participant or Transferee.  The
Committee, in its discretion, may allow some or all Non-Qualified Stock
Options of some or all Participants to be transferable subject to limitations
set forth in the Award Agreement.

11.5   Taxes.  Except as otherwise provided in Section 7.1(d) with respect to
Restricted Share Awards, Unisys shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required
by law to be withheld or paid by Unisys with respect to any amount payable
and/or shares issuable under such Participant's Award, or with respect
to any income recognized upon a disqualifying disposition of shares received
pursuant to the exercise of an Incentive Stock Option, and Unisys may defer
payment or issuance of the cash or stock upon exercise or vesting of an Award
unless indemnified to its satisfaction against any liability for any such
tax.  The amount of such withholding or tax payment shall be determined by
the Committee and shall be payable by the Participant at the time of issuance
or payment (except as otherwise payable under Section 11.5(c)) in accordance
with the following rules:

         (a)  Unless otherwise provided by the Committee, with
respect to Participants who are subject to the provisions of
Section 16(b) of the Exchange Act on the date on which the
withholding requirements apply, Unisys shall withhold from such
Award the appropriate number of shares of Company Common Stock,
rounded up to the next whole number, whose Fair Market Value is
equal to such amount, or, in the case of a cash payment, the
amount of cash, as is determined by Unisys to be sufficient to
satisfy applicable tax withholding requirements;

         (b)  With respect to Participants who are not subject to
the provisions of Section 16(b) of the Exchange Act on the date on
which the withholding requirements apply, the Participants shall
have the right to elect to meet his or her withholding requirement
through the method described in Subsection (a) above or by direct
payment to Unisys of the amount of any taxes required to be
withheld with respect to such Award; provided however, that the
payment of withholding requirements with respect to Restricted
Share Awards shall be governed solely by the provisions of Section
7.1(d).

         (c)  Election to be Taxed at Date of Grant.

              If permitted under applicable Federal income tax laws, a
Participant may elect to be taxed in the year in which an Award is made.  If
the Participant makes such an election, the Participant shall promptly notify
Unisys in writing and shall provide Unisys with a copy of the executed
election form as filed with the Internal Revenue Service by no later than
thirty days from the Date of the Grant.  Promptly following such
notification, the Participant shall pay directly to Unisys the cash amount
determined by Unisys to be sufficient to satisfy applicable federal, state or
local withholding tax requirements.

11.6   Modification for Overseas Participants.  Notwithstanding any
provision to the contrary, the Committee may incorporate such provisions, or
make such modifications or amendments in Award Agreements of Participants who
reside or are employed outside of the United States of America, or who are
citizens of a country other than the United States of America, as the
Committee deems necessary or appropriate to accomplish the purposes of the
Plan with respect to such Participant in light of differences in applicable
law, tax policies or customs, and to ascertain compliance with all applicable
laws.

11.7   Special Provisions for Certain Non-Employees.  Notwithstanding any
provision herein to the contrary, the Committee may grant Awards under the
Plan to non-employees who, in the judgment of the Committee, render
significant services to Unisys or any of its Subsidiaries, on such terms and
conditions as the Committee deems appropriate and consistent with the intent
of the Plan.

11.8   Surrender of Awards.  Any Award granted under the Plan may be
surrendered to Unisys for cancellation on such terms as the Committee and
holder approve.

11.9   Adjustments to Reflect Capital Changes.

         (a)  Recapitalization.  The number and kind of shares
subject to outstanding Awards, the Purchase Price or Exercise
Price for such shares, and the number and kind of shares available
for Awards subsequently granted under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon
the Plan or the Awards granted under the Plan.  The Committee
shall have the power to determine the amount of the adjustment to
be made in each case.

         (b)  Sale or Reorganization.  After any reorganization,
merger or consolidation in which Unisys is the surviving
corporation, each Participant shall, at no additional cost, be
entitled upon any exercise of an Option or receipt of other Award
to receive (subject to any required action by shareholders), in
lieu of the number of shares of Company Common Stock receivable or
exercisable pursuant to such Award, the number and class of shares
of stock or other securities to which such Participant would have
been entitled pursuant to the terms of the reorganization, merger
or consolidation if, at the time of such reorganization, merger or
consolidation, such Participant had been the holder of record of a
number of shares of stock equal to the number of shares receivable
or exercisable pursuant to such Award.  Comparable rights shall
accrue to each Participant in the event of successive
reorganizations, mergers or consolidations of the character
described above.

         (c)  Options to Purchase Stock of Acquired Companies.
After any reorganization, merger or consolidation in which Unisys
or a Subsidiary of Unisys shall be a surviving corporation, the
Committee may grant substituted options under the provisions of
the Plan, pursuant to Section 425 of the Code, replacing old
options granted under a plan of another party to the
reorganization, merger or consolidation whose stock subject to the
old options may no longer be issued following such merger or
consolidation.  The foregoing adjustments and manner of
application of the foregoing provisions shall be determined by the
Committee in its sole discretion.  Any such adjustments may
provide for the elimination of any fractional shares which might
otherwise become subject to any Options.

11.10  No Right to Employment.  No employee or other person shall have
any claim of right to be granted an Award under this Plan.  Either the Plan
or any action taken hereunder shall be construed as giving any employee any
right to be retained in the employ of Unisys or any of its Subsidiaries.

11.11  Awards Not Includable for Benefit Purposes.  Payments received by
a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other
benefit plan applicable to the Participant which are maintained by Unisys or
any of its Subsidiaries, except as may be determined by the Board.

11.12  Governing Law.  All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the Commonwealth of Pennsylvania
and construed in accordance therewith.

11.13  No Strict Construction.  No rule of strict construction shall be
implied against Unisys, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the
Plan or any rule or procedure established by the Committee.

11.14  Compliance with Rule 16b-3.  It is intended that the Plan be
applied and administered in compliance with Rule 16b-3.  If any provision of
the Plan would be in violation of Rule 16b-3 if applied as written, such
provision shall not have effect as written and shall be given effect so as to
comply with Rule 16b-3, as determined by the Committee.  The Board is
authorized to amend the plan and to make any such modifications to Award
Agreements to comply with Rule 16b-3, as it may be amended from time to time,
and to make any other such amendments or modifications as it deems necessary
or appropriate to better accomplish the purposes of the Plan in light of any
amendments made to Rule 16b-3.

11.15  Captions.  The captions (i.e., all underlined words) used in the
Plan are for convenience only, do not constitute a part of the Plan, and
shall not be deemed to limit, characterize or affect in any way any
provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions have been used in the Plan.

11.16  Severability.  Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of the Plan or any Award at any time granted under the Plan shall
be held to be prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the objectives of the
provision as originally written to the fullest extent permitted by law and
(b) all other provisions of the Plan and every other Award at any time
granted under the Plan shall remain in full force and effect.

11.17  Amendment and Termination.

         (a)  Amendment.  The Board shall have complete power and
authority to amend the Plan at any time and to add any other stock
award or other incentive compensation programs to the Plan as it
deems necessary or appropriate and no approval by the stockholders
of Unisys or by any other person, committee or entity of any kind
shall be required to make any amendment; provided, however, that
the Board shall not, without the requisite affirmative approval of
stockholders of Unisys, make any amendment which requires
shareholder approval under Rule 16b-3 or the Code, unless such
compliance is no longer desired, or under any other applicable
law.  No termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall theretofore
have been granted under the Plan or without the consent of a
Transferee, adversely affect the right of such individual under
such Award.  For the purposes of this section, an amendment to the
Plan shall be deemed to have the affirmative approval of the
stockholders of Unisys if such amendment shall have been submitted
for a vote by the stockholders at a duly called and constituted
meeting of such stockholders at which a quorum is present and a
majority of the votes cast with respect to such amendment at such
meeting shall have been cast in favor of such amendment.

         (b)  Termination.  The Board shall have the right and the
power to terminate the Plan at any time.  No Award shall be
granted under the Plan after the termination of the Plan, but the
termination of the Plan shall not have any other effect and any
Award outstanding at the time of the termination of the Plan may
be exercised after termination of the Plan at any time prior to
the expiration date of such Award to the same extent such Award
would have been exercisable had the Plan not terminated.


September 22, 2000