GOVERNANCE AND COOPERATION AGREEMENTGovernance and Cooperation Agreement • May 21st, 2008 • Mmi Investments, L.P. • Delaware
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:Governance and Cooperation Agreement • May 22nd, 2008 • Unisys Corp • Services-computer integrated systems design • Delaware
