1990 LONG-TERM INCENTIVE PLAN

     RESOLVED, that Section 2.07 of the 1990 Unisys Long-Term
     Incentive Plan be, and hereby is, amended and restated,
     effective May 25, 1995, to read as follows:

     "2.07  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."