Ratification of Selection of Independent Auditors

The Board of Directors, upon the recommendation of the Audit Committee, has selected the firm of Ernst & Young LLP as independent auditors to audit the Company's books and accounts for the year ending December 31, 2002 and recommends ratification of this selection by the stockholders. Ernst & Young LLP has served as independent auditors for Unisys since 1986. Its representatives will be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions asked by stockholders.

The Board of Directors considers Ernst & Young LLP to be well qualified to serve as the independent auditors for Unisys. If, however, stockholders do not ratify the selection of Ernst & Young LLP, the Board will reconsider the appointment.

The Board of Directors recommends a vote "FOR'' the proposal to ratify the selection of Ernst & Young LLP as independent auditors for 2002. Proxies solicited by the Board of Directors will be so voted unless stockholders otherwise specify in their proxies.