GOVERNANCE AND COOPERATION AGREEMENT

        This Governance and Cooperation Agreement (this "Agreement") is made
and entered into as of May 20, 2008, by and among Unisys Corporation, a
Delaware corporation (the "Company"), and MMI Investments, L.P., a Delaware
limited partnership ("MMI"), MCM Capital Management, LLC, a Delaware limited
liability company, Clay B. Lifflander and Charles B. McQuade (such entities and
natural persons, collectively, the "MMI Group" and each, individually, a
"member" of the MMI Group) which presently are or may be deemed to be members
of a "group" with respect to the beneficial ownership of the common stock of
the Company, par value $.01 per share (the "Common Stock"), pursuant to Rule
13d-5 promulgated by the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").


                                  RECITALS:

        WHEREAS, the Company and the MMI Group have engaged in various
discussions and communications concerning the Company's business, financial
performance and strategic plans; and

        WHEREAS, the Company and the members of the MMI Group have determined
(i) that the interests of the Company and its stockholders would be best served
at this time by, among other things, providing for the appointment of certain
individuals to the Company's board of directors (the "Board") and (ii) to come
to an agreement with respect to certain matters related to the 2008 annual
meeting of stockholders of the Company (including any adjournment or
postponement thereof, the "2008 Annual Meeting") and certain other matters, as
provided in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:

1. BOARD MATTERS; BOARD APPOINTMENTS; 2008 ANNUAL MEETING; COMMITTEE
APPOINTMENTS.

               (a) The Company agrees to appoint Clay B. Lifflander
("Lifflander") and Charles B. McQuade ("McQuade" and, together with Lifflander,
the "MMI Nominees") to serve as directors of the Board immediately following
execution of this Agreement.   Lifflander will be appointed to the class of
directors to serve until the 2008 Annual Meeting and thereafter, if elected, for
a term of three years expiring at the Company's 2011 annual meeting of
stockholders, and McQuade will be appointed to the class of directors to serve
for a term expiring at the Company's 2010 annual meeting of stockholders. The
term of each MMI Nominee is referred to herein, as applicable, as the "MMI
Nominee Term".   At the 2008 Annual Meeting, the Board agrees to nominate
Lifflander for reelection as a director, recommend that the Company's
shareholders vote to elect Lifflander as a director, will recommend that the
Company's shareholders vote all proxies in favor of his election and will
otherwise use reasonable best efforts to cause the election of Lifflander in
the same manner as any other director nominees of the Board.   The Company will
file a definitive proxy statement with the SEC which includes such information
regarding Lifflander as is required by federal securities laws in connection
with his nomination by the Company.

               (b) Upon the appointment of the MMI Nominees to the Board, the
size of the Board shall be increased to thirteen (13) directors.   Following the
2008 Annual Meeting, the size of the Board shall not be increased in excess of
thirteen (13) directors at any time while Lifflander is on the Board.  

               (c) If Lifflander is not elected to the Board at the 2008 Annual
Meeting, (i) the MMI Group shall thereafter be entitled to select a replacement
nominee whom, subject to a determination by the Board's Nominating & Governance
Committee that such individual is qualified, which may not be unreasonably
withheld, the Company or the Board will promptly appoint to the Board to serve
until the Company's 2009 annual meeting of stockholders (the "2009 Annual
Meeting"); and (ii) the Company will nominate any such replacement nominee for
election to the Board at the 2009 Annual Meeting to serve in place of
Lifflander for a term which will expire at the Company's 2011 annual meeting of
stockholders.   Any replacement director appointed pursuant to this Section 1(c)
shall also be referred to as an "MMI Nominee" and the term for which such MMI
Nominee is appointed pursuant to this Section 1(c) shall be referred to as the
such MMI Nominee's "MMI Nominee Term."

               (d) If at any time during the period from the date of this
Agreement until the end of the applicable MMI Nominee Term: (i) there shall
occur a vacancy in the Board seat previously occupied by Lifflander by reason
of his resignation, removal, death or incapacity, then the Company shall take
all necessary action to promptly fill such vacancy with a person proposed by
the MMI Group, subject to a determination by the independent members of the
Board's Nominating and Governance Committee that such individual is qualified,
which may not be unreasonably withheld; provided that the MMI Group may choose
not to fill such vacancy; or (ii) there shall occur a vacancy in the Board seat
previously occupied by McQuade by reason of his resignation, removal, death or
incapacity, then the Company shall take all necessary action to promptly fill
such vacancy with a person proposed by the MMI Group, subject to a
determination by the independent members of the Board's Nominating and
Governance Committee that such individual is qualified; provided that if the
independent members of the Board's Nominating and Governance Committee
determine that such individual is not qualified, the MMI Group shall propose
three other individuals to fill such vacancy that MMI believes are qualified
and the Company shall appoint one of such three individuals to serve as a
replacement director.   Any replacement director appointed pursuant to this
Section 1(d) shall be appointed for the applicable MMI Nominee Term of the MMI
Nominee replaced and shall also be referred to as an "MMI Nominee."

               (e) The 2008 Annual Meeting shall be held on July 24, 2008, or
within 30 days thereafter. The 2009 Annual Meeting shall be held no later than
June 1, 2009.

               (f) Immediately following the 2008 Annual Meeting, the Board
will appoint McQuade to the Board's Compensation Committee and Finance Committee
and Lifflander to the Board's Finance Committee and Nominating and Governance
Committee, and the Board will appoint an MMI Nominee to each committee of the
Board created after the date of this Agreement, as and when requested by the
MMI Group.   In addition, in the event the powers of the Board's Audit Committee
are expanded after the date of this Agreement in any material respect, the
Board will appoint an MMI Nominee to the Audit Committee, as and when requested
by the MMI Group

               (g) As used in this Agreement, the terms "Affiliate" and
"Associate" shall have the respective meanings set forth in Rule 12b-2
promulgated by the SEC under the Exchange Act; the terms "beneficial owner" and
"beneficial ownership" shall have the respective meanings as set forth in Rule
13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or
"persons" shall mean any individual, corporation (including not-for-profit),
general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization or other entity of any kind or nature.

               (h) At any meeting of the Company's stockholders taking place
while Lifflander (or any replacement of Lifflander appointed pursuant to
Section 1(d) hereof) is on the Board, MMI shall, and shall cause each of its
Associates and Affiliates to, be present for quorum purposes and to vote all
shares of Common Stock that such person is entitled to vote as of the record
date for such meeting of stockholders (a) in favor of each director nominated
or recommended by the Board for election at such meeting and (b) against any
shareholder nominations for director which are not approved and recommended by
the Board for election at such meeting.

2. STANDSTILL.   For a period commencing upon the date hereof and ending on the
later of (i) the date Lifflander (or any replacement of Lifflander appointed
pursuant to Section 1(d) hereof) shall cease to be a director of the Company
and (ii) September 15, 2008, no member of the MMI Group nor any of its
Affiliates, without the prior written consent