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                       CERTIFICATE OF ELIMINATION
                                   OF
             6.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A
                                   OF
                          UNISYS CORPORATION

    Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware (the "DGCL"), Unisys Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:

1. On February 28, 2011, the Corporation filed a Certificate of
Designations, Preferences and Rights of 6.25% Mandatory Convertible
Preferred Stock, Series A (the "Certificate of Designations") with
respect to such 6.25% Mandatory Convertible Preferred Stock, Series A
(the "Mandatory Convertible Preferred Stock") with the Secretary of State
of the State of Delaware.

2. No shares of Mandatory Convertible Preferred Stock are outstanding,
and no shares will be issued subject to such Certificate of Designations.

3. On May 1, 2014, the Board of Directors adopted the following
resolutions:

"RESOLVED, that none of the authorized shares of 6.25% Mandatory
Convertible Preferred Stock, Series A (the "Mandatory Convertible
Preferred Stock") of the Corporation are outstanding and none of the
shares of the Mandatory Convertible Preferred Stock will be issued.

RESOLVED, that all matters set forth in the Certificate of Designations,
Preferences and Rights of the Mandatory Convertible Preferred Stock shall
be eliminated from the Corporation's Restated Certificate of
Incorporation, as amended, effective upon the filing of a certificate to
such effect with the Secretary of State of the State of Delaware.

RESOLVED, that the officers of the Corporation are authorized and
directed to file a certificate setting forth these resolutions with the
Secretary of State of the State of Delaware pursuant to the provisions of
Section 151(g) of the General Corporation Law of the State of Delaware
for the purpose of eliminating from the Restated Certificate of
Incorporation, as amended, of the Corporation all reference to the
Mandatory Convertible Preferred Stock."

4. Pursuant to the provisions of Section 151(g) of the DGCL, all
references to the Mandatory Convertible Preferred Stock in the Restated
Certificate of Incorporation, as amended, of the Corporation are hereby
eliminated, and the shares that were designated to such series are hereby
returned to the status of authorized but unissued shares of preferred
stock of the Corporation.




      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Elimination to be signed on its behalf by its duly authorized officer on
this 2nd day of May, 2014.

UNISYS CORPORATION


By: /s/ Gerald P. Kenney
        ----------------
Name:   Gerald P. Kenney
Title:  Senior Vice President, General Counsel and Secretar