<PAGE>   1
 
                                  SCHEDULE 14A
                                 (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 (AMENDMENT NO.          )
 
     Filed by the registrant / /
     Filed by a party other than the registrant / /
     Check the appropriate box:
     / / Preliminary proxy statement
     /X/ Definitive proxy statement
     / / Definitive additional materials
     / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
 
                               UNISYS CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 
                               UNISYS CORPORATION
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
     /X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
     / / $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
     / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
     0-11.
 
     (1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
     (2) Aggregate number of securities to which transactions applies:
 
- --------------------------------------------------------------------------------
     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
 
- --------------------------------------------------------------------------------
     (4) Proposed maximum aggregate value of transaction:
 
- --------------------------------------------------------------------------------
     / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
 
     (1) Amount previously paid:
 
- --------------------------------------------------------------------------------
     (2) Form, schedule or registration statement no.:
 
- --------------------------------------------------------------------------------
     (3) Filing party:
 
- --------------------------------------------------------------------------------
     (4) Date filed:
 
- --------------------------------------------------------------------------------
 
- ---------------
    (1) Set forth the amount on which the filing fee is calculated and state 
how it was determined.

<PAGE>   2
 
                               UNISYS CORPORATION
 

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
                           TO BE HELD APRIL 25, 1996
 
     The 1996 Annual Meeting of Stockholders of Unisys Corporation ("Unisys" or
the "Corporation") will be held at the Hotel Atop The Bellevue, 1415 Chancellor
Court, Philadelphia, Pennsylvania, on Thursday, April 25, 1996, at 9:30 a.m. for
the following purposes:
 
     1.     to elect three directors;
 
     2.     to consider and vote upon a proposal to ratify the selection of
            independent auditors for 1996;
 
     3.     to consider and vote upon the stockholder proposal set forth in the
            attached Proxy Statement; and
 
     4.     to transact such other business as may properly come before the
            meeting.
 
     Only holders of Unisys Common Stock of record at the close of business on
February 26, 1996 will be entitled to vote at the Annual Meeting.
 
     A ticket is required for admission to the meeting. If you plan to attend
and you are a stockholder of record (or if you have shares of Unisys Common
Stock credited to your account in a Unisys savings plan), please mark the
appropriate oval on the enclosed proxy card, and we will send you a ticket. If
your shares are held in the name of a broker or other nominee, you must bring
proof of ownership (e.g., broker's statement) to be admitted to the meeting.
 

<TABLE>
<S>                                               <C>
                                                  By Order of the Board of Directors,

                                                  /s/ HAROLD S. BARRON
                                                  ----------------------
Blue Bell, Pennsylvania                           Harold S. Barron
March 14, 1996                                    Senior Vice President, General Counsel
                                                  and Secretary
</TABLE>

 
                                   IMPORTANT
STOCKHOLDERS ARE URGED TO COMPLETE AND MAIL THE ENCLOSED PROXY CARD PROMPTLY
WHETHER OR NOT THEY PLAN TO ATTEND THE ANNUAL MEETING. THE ENCLOSED RETURN
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE U.S.A.

<PAGE>   3
 
                               UNISYS CORPORATION
 
 
                               PROXY STATEMENT
 
                                    FOR THE
 
                      1996 ANNUAL MEETING OF STOCKHOLDERS
 
     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Unisys Corporation ("Unisys" or the
"Corporation") for the 1996 Annual Meeting of Stockholders to be held on April
25, 1996 and at any adjournment(s) thereof (the "Annual Meeting"). Action will
be taken at the Annual Meeting with respect to the election of directors, the
ratification of the selection of independent auditors and one stockholder
proposal.
 
     As of February 26, 1996, the record date for the Annual Meeting, there were
173,365,598 shares of Unisys Common Stock outstanding and entitled to be voted
at the meeting. Each such share is entitled to one vote on each matter to be
voted upon. A majority of such shares, present in person or represented by
proxy, will constitute a quorum at the meeting. Directors will be elected by a
plurality of the votes cast. Approval of the other matters scheduled to come
before the Annual Meeting will require the affirmative vote of the majority of
shares present, in person or represented by proxy, at the meeting and entitled
to vote thereon. For purposes of determining whether a matter has received a
majority vote, abstentions will be included in the vote totals, with the result
that an abstention has the same effect as a negative vote. Shares which brokers
do not have the authority to vote in the absence of timely instructions from the
beneficial owners (so-called "broker non-votes") will not be included in the
vote totals and therefore will have no effect on the vote.
 
     If the enclosed proxy/voting instruction card is properly executed,
returned and not revoked, the shares represented thereby will be voted in
accordance with the directions set forth thereon. If a properly executed proxy
gives no directions, the shares represented by the proxy will be voted FOR the
election of directors, FOR the selection of independent auditors, AGAINST the
adoption of the stockholder proposal and in the discretion of the proxy holders
on any other matters that properly come before the Annual Meeting. Any person
executing a proxy may revoke it at any time prior to its exercise by giving
notice in writing to the Secretary of Unisys or by voting in person at the
meeting.
 
     The enclosed proxy/voting instruction card also serves as a voting
instruction to the trustee of the Unisys Savings Plan and the Unisys Retirement
Investment Plan (collectively, the "Savings Plans") for any whole shares of
Unisys Common Stock credited to the account of each participant in the Savings
Plans as of February 26, 1996. The trustee will vote shares credited to each
participant who returns the proxy/voting instruction card in a timely manner,
signed and with a clear designation as to how the trustee should vote. If a
participant's signed proxy/voting instruction card is not received by April 19,
1996, or if no instruction is given with respect to the matters to be voted
upon, the shares credited to that participant will be voted by the trustee in
the same proportion as are those shares for which proper instructions were
received from other participants.
 
     This Proxy Statement, the accompanying form of proxy/voting instruction
card and the annual report of Unisys, including 1995 financial statements, are
first being mailed on or about March 14, 1996.
 
     The principal executive offices of Unisys are located at Township Line and
Union Meeting Roads, Blue Bell, Pennsylvania 19424.

<PAGE>   4
 
                             ELECTION OF DIRECTORS
 
     The Board of Directors currently consists of 10 members, divided into three
classes. One class of directors is elected each year to hold office for a
three-year term and until their successors are chosen and have qualified. The
three directors whose terms expire in 1996, J. P. Bolduc, James J. Duderstadt
and Kenneth A. Macke, have been nominated for reelection. The remaining seven
directors will continue to serve as set forth below. Each of the nominees has
agreed to serve as a director if elected, and Unisys believes that each nominee
will be available to serve. However, the proxy holders have discretionary
authority to cast votes for the election of a substitute should any nominee not
be available to serve as a director.
 
INFORMATION REGARDING NOMINEES AND DIRECTORS
 
     The names and ages of the nominees and directors, their principal
occupations or employment during the past five years and other data regarding
them are set forth below.
 
                NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
 

<TABLE>
<S>                  <C>
- -------------------  J. P. BOLDUC
                     Mr. Bolduc, 56, is Chairman and Chief Executive Officer of JPB
                     Enterprises, Inc., a highly diversified holding company with interests
                     in the food, beverage, real estate, retail and manufacturing industries.
                     He is the former President and Chief Executive Officer of W. R. Grace &
     [PHOTO]         Co., a specialty chemicals and health care company. He is a Director of
                     Brothers Gourmet Coffees, Inc., Marshall & Ilsley Corporation, Newmont
                     Gold Company, Newmont Mining Corporation and Sundstrand Corporation. He
                     has served as a Director of Unisys since 1992 and is a member of the
                     Corporate Responsibility Committee, the Finance Committee and the
- -------------------  Nominating Committee of the Board of Directors.

- -------------------  JAMES J. DUDERSTADT
                     Dr. Duderstadt, 53, is President of the University of Michigan. He is a
                     former Provost and Vice President for Academic Affairs and a former Dean
                     of the University's College of Engineering. He is a Director of CMS
                     Energy Corporation/Consumers Power Company and the University of
     [PHOTO]         Michigan Hospitals and is past Chairman of the National Science Board.
                     He has served as a Director of Unisys since 1990 and is a member of the
                     Audit Committee, the Corporate Responsibility Committee, the Nominating
                     Committee and the Pension Investment Committee of the Board of
- -------------------  Directors.
</TABLE>

 
                                        2

<PAGE>   5
 

<TABLE>
<S>                  <C>
- -------------------  KENNETH A. MACKE
                     Mr. Macke, 57, is General Partner of Macke Partners, a venture capital
                     firm. He is a retired Chairman and Chief Executive Officer of Dayton
                     Hudson Corporation, a general merchandise retailer. He is a Director of
      [PHOTO]        Carlson Companies, Inc., First Bank System, Inc. and General Mills, Inc.
                     He has served as a Director of Unisys since 1989 and is a member of the
                     Compensation and Organization Committee, the Finance Committee and the
- -------------------  Nominating Committee of the Board of Directors.

                       MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
                                       TERM EXPIRING IN 1997
- -------------------  GAIL D. FOSLER
                     Ms. Fosler, 48, is Vice President and Chief Economist of The Conference
                     Board, a business-sponsored, nonprofit research organization. She
                     previously served as the Chief Economist and Deputy Staff Director for
      [PHOTO]        the Senate Budget Committee from 1978 to 1989. She is a Director of H.
                     B. Fuller Company and a Trustee of the John Hancock Mutual Funds. She
                     has served as a Director of Unisys since 1993 and is a member of the
                     Audit Committee, the Nominating Committee and the Pension Investment
- -------------------  Committee of the Board of Directors.

- -------------------  MELVIN R. GOODES
                     Mr. Goodes, 60, is a Director and Chairman and Chief Executive Officer
                     of Warner-Lambert Company, a diversified worldwide health care,
                     pharmaceutical and consumer products company. He has also held the
      [PHOTO]        position of President and Chief Operating Officer of that company. He is
                     a Director of Ameritech Corporation, Chemical Bank and Chemical Banking
                     Corporation. He has served as a Director of Unisys since 1987 and is a
                     member of the Compensation and Organization Committee, the Finance
- -------------------  Committee and the Nominating Committee of the Board of Directors.

- -------------------  EDWIN A. HUSTON
                     Mr. Huston, 57, is Senior Executive Vice President-Finance and Chief
                     Financial Officer of Ryder System, Inc., an international highway
      [PHOTO]        transportation services company. He is a former Chairman of the Board of
                     the Federal Reserve Bank of Atlanta. He has served as a Director of
                     Unisys since 1993 and is a member of the Audit Committee, the Nominating
                     Committee and the Pension Investment Committee of the Board of
- -------------------  Directors.
</TABLE>

 
                                        3

<PAGE>   6
 

<TABLE>
<S>                  <C>
- -------------------  ROBERT MCCLEMENTS, JR.
                     Mr. McClements, 67, is a retired Chairman of Sun Company, Inc., a
                     diversified energy company. He has also held the position of President
                     and Chief Executive Officer of that company. He is a Director of
      [PHOTO]        Bethlehem Steel Corporation. He has served as a Director of Unisys since
                     1991 and is a member of the Audit Committee, the Corporate
                     Responsibility Committee and the Nominating Committee of the Board of
- -------------------  Directors.

                      MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
                                       TERM EXPIRING IN 1998

- -------------------  THEODORE E. MARTIN
                     Mr. Martin, 56, is a Director and President and Chief Executive Officer
                     of Barnes Group Inc., a manufacturer and distributor of aircraft and
                     automotive components and maintenance products. He has also held the
                     positions of Executive Vice President-Operations of that company and
      [PHOTO]        President and Chief Operating Officer and Group Vice President of one of
                     that company's principal business units. He has served as a Director of
                     Unisys since 1995 and is a member of the Audit Committee, the Corporate
                     Responsibility Committee and the Nominating Committee of the Board of
- -------------------  Directors.

- -------------------  ALAN E. SCHWARTZ
                     Mr. Schwartz, 70, is an attorney and a senior partner of the law firm of
                     Honigman Miller Schwartz and Cohn, Detroit, Michigan. He is a Director
                     of Comerica, Incorporated, Core Industries, Incorporated, The Detroit
      [PHOTO]        Edison Company, DTE Energy Company, Handleman Company, Howell
                     Industries, Inc. and Pulte Corporation. He has served as a Director of
                     Unisys since 1971 and is a member of the Compensation and Organization
                     Committee, the Finance Committee and the Nominating Committee of the
- -------------------  Board of Directors.

- -------------------  JAMES A. UNRUH
                     Mr. Unruh, 54, is Chairman of the Board and Chief Executive Officer of
      [PHOTO]        Unisys. He has also held the positions of President and Chief Operating
                     Officer, Executive Vice President, and Senior Vice President and Chief
                     Financial Officer. He is a Director of Ameritech Corporation. He has
- -------------------  served as a Director of Unisys since 1986.
</TABLE>

 
                                        4

<PAGE>   7
 
BOARD MEETINGS
 
     The Board of Directors held 10 meetings in 1995. During 1995, all directors
attended at least 75 percent of the aggregate number of meetings of the Board of
Directors and standing Committees on which they served.
 
COMMITTEES
 
     The Board of Directors has standing Audit, Compensation and Organization,
and Nominating Committees as well as certain other committees.
 
     The Audit Committee held five meetings in 1995. Its principal functions are
to review compliance with Unisys policies, review the internal control
procedures of Unisys, recommend to the Board of Directors the firm of
independent auditors to serve Unisys each fiscal year, review the scope, fees
and results of the audit by the independent auditors and review the internal
audit organization and annual audit plan. The members of the Audit Committee are
Ms. Fosler and Messrs. Duderstadt, Huston, Martin and McClements.
 
     The Compensation and Organization Committee held seven meetings in 1995.
Its principal functions are to review and approve remuneration of the elected
officers of Unisys, evaluate performance, review and approve senior executive
compensation programs, administer remuneration plans, including the long-term
incentive and variable compensation plans of Unisys, and review management
succession and related matters. The members of the Compensation and Organization
Committee are Messrs. Goodes, Macke and Schwartz.
 
     The Nominating Committee held two meetings in 1995. All directors other
than Mr. Unruh are members of the Nominating Committee. The principal functions
of the Nominating Committee are to identify and review candidates and recommend
to the Board of Directors nominees for membership on the Board of Directors. In
fulfilling this responsibility, the Nominating Committee will consider
recommendations received from stockholders and other qualified sources.
Stockholder recommendations must be in writing and addressed to the Chairman of
the Nominating Committee, c/o Corporate Secretary, Unisys Corporation, Township
Line and Union Meeting Roads, Blue Bell, Pennsylvania 19424. If a stockholder
intends to make a nomination at an Annual Meeting, the Bylaws of Unisys require
that the stockholder deliver a notice to Unisys not less than 90 days prior to
such Annual Meeting setting forth (i) the name, age, business and residence
addresses of each nominee, (ii) the principal occupation or employment of each
nominee, (iii) the number of shares of capital stock of Unisys beneficially
owned by each nominee, (iv) a statement that the nominee is willing to be
nominated and (v) such other information concerning each nominee as would be
required, under the rules promulgated by the Securities and Exchange Commission,
in a proxy statement soliciting proxies for the election of such nominee.
 
     The Board has also designated as standing committees a Corporate
Responsibility Committee, a Finance Committee and a Pension Investment Committee
and may establish other committees from time to time.
 
               RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
 
     The Board of Directors, upon the recommendation of its Audit Committee, has
selected the firm of Ernst & Young LLP as independent auditors to audit the
books and accounts of Unisys for the year ending December 31, 1996 and
recommends ratification of such selection by the stockholders. Ernst & Young LLP
has served as independent auditors for Unisys since the merger of Burroughs
Corporation and Sperry Corporation in 1986, having previously served in that
capacity for Sperry Corporation. Its representatives will
 
                                        5

<PAGE>   8
 
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.
 
     In the event the proposal to ratify the selection of Ernst & Young LLP is
defeated, the adverse vote will be considered as a direction to the Board of
Directors to select other independent auditors for the next year. However,
because of the expense and difficulty in changing independent auditors after the
beginning of a year, the Board of Directors intends to allow the appointment for
1996 to stand unless the Board of Directors finds other reasons for making a
change.
 
     In connection with the year ended December 31, 1995, Ernst & Young LLP
furnished, or is furnishing, worldwide audit services and certain non-audit
services to Unisys. Significant items have been reviewed and approved by the
Audit Committee of the Board of Directors. Fees incurred, or to be incurred, for
the year ended December 31, 1995 aggregated approximately $6 million.
 
     The Board of Directors considers Ernst & Young LLP to be well qualified to
serve as the independent auditors for Unisys.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 1996. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS
OTHERWISE SPECIFY IN THEIR PROXIES.
 
                   PROPOSAL TO ADOPT A STOCKHOLDER RESOLUTION
 
     Greenway Partners, L.P., 277 Park Avenue, New York, New York 10017,
beneficial owner of 1,612,600 shares of Unisys Common Stock, has proposed the
adoption of the following resolution and has furnished the following statement
in support of its proposal:
 
     RESOLVED, that the shareholders do hereby request and recommend that the
Board of Directors authorize a spin-off transaction pursuant to which the
shareholders become the owners of three separate publicly traded companies
consisting of Unisys' information services, support services and computer
systems businesses, respectively.
 
SUPPORTING STATEMENT OF THE PROPONENT
 
     The proponent and its affiliates together own over 7,000,000 shares of
Unisys, making us one of the largest shareholders. We believe there is great
underlying value in Unisys that can be realized through a true separation of its
three businesses into discrete publicly traded companies. Upon complete
separation of the information services, support services and computer systems
businesses, their individual managements can become more focused upon and more
accountable for their respective businesses, and can be more incentivized
through options on the stock of the separate companies they manage. Investors,
potential capital sources and analysts will be able to price more efficiently
each of the separate businesses by taking into account their independent
prospects and strategic direction.
 
     True spin-offs have become a much admired and accepted practice. Recently
completed spin-offs by Control Data/Ceridian; Eastman Kodak/Eastman Chemical;
Sears Roebuck/Dean Witter Discover/Allstate Insurance; and Union Carbide/Praxair
have resulted in significant gains for shareholders. The market rewarded the
mere announcement of contemplated spin-offs by AT&T and ITT with sizable stock
boosts. By
 
                                        6

<PAGE>   9
 
contrast, the price of Unisys dipped after its announcement of a restructuring
into three units on paper alone, without the creation of three separate public
companies, and disappointing results.
 
     The latest restructuring announced by Unisys makes the fifth in seven
years. There have been too many restructurings with too little to show. We
believe a true spin-off will finally unleash for the benefit of shareholders the
underlying value in Unisys. Although we are proposing a spin-off into three
companies to mirror Unisys's paper restructuring, Unisys could have non-public
information indicating the preferability of a different spin-off transaction.
Alternatively, if Unisys fails to consider any spin-off, then it may be time
actively to seek out a strategic buyer who would be interested in the company's
special worldwide expertise in such industries as banking, airlines,
telecommunications, and government services. Certain technology companies might
be interested in acquiring Unisys and its attractive market niches using their
high multiple stocks as currency.
 
     Consistent with Delaware state law and the proxy rules, the spin-off
proposal is couched as a recommendation to the Board and its passage cannot
compel action. However, a substantial shareholder vote in favor should, in our
opinion, be regarded as a mandate to the Board to develop a true spin-off
program. The Board has indicated that if a proxy card is returned without any
voting instructions or marked "abstain", it will be counted against the spin-off
proposal. Do not let that happen. SEND A STRONG MESSAGE TO MANAGEMENT. VOTE
"FOR" THE SPIN-OFF PROPOSAL, WHICH IS DESIGNED TO UNLOCK VALUE FOR ALL
SHAREHOLDERS.
 
STATEMENT OF UNISYS IN OPPOSITION TO STOCKHOLDER PROPOSAL
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THE
FOREGOING STOCKHOLDER PROPOSAL.
 
     Unisys is always open to suggestions that may enhance stockholder value. In
that regard, senior officers of the Corporation, including the Chief Executive
Officer, met on several occasions with the proponents to discuss the proposal.
However, after evaluating the proposal, the Board concluded that there are
significant risks associated with its implementation which substantially
outweigh the potential benefits. The Board of Directors believes that the
Corporation's strategy of being a full service information management company
will better serve to maximize stockholder value over time than a plan to
fragment the Corporation's inter-related businesses through spin-offs.
 
     The Board believes that the recently implemented realignment into three
business units -- information services, computer systems and support
services -- will bring the focus and accountability necessary to improve the
Corporation's financial performance. This will, in turn, maximize stockholder
value, a result which the Board, management and all stockholders seek.
 
     At the same time, this "one company-three businesses" approach recognizes
the current interdependence of the Corporation's three business units. The Board
believes that it is critical at this time to maintain the current relationship
among the three business units for many reasons, including the shared customer
base. More than 80% of the Corporation's revenue is attributable to customers
doing business with at least two of the units and more than half is attributable
to customers doing business with all three. Separation of the three units would,
in the Board's judgment, jeopardize the business of all three units. In
addition, each unit is a preferred provider to the others, thus affording market
opportunities that are not available if the units were separate.
 
                                        7

<PAGE>   10
 
     While the proponents cite examples of spin-offs which may have resulted in
significant gains to stockholders, they do not analyze the factors that
contributed to stockholder gains in such spin-offs or discuss their relevance to
Unisys and its businesses. In each of the examples cited by the proponents, the
spin-offs were of divisions that were much less interdependent than is the case
with the Corporation's three business units. The spun-off divisions were clearly
severable and were set up as stand-alone entities with little difficulty.
Further, in the Ceridian spin-off, business units similar to the Corporation's
business units were kept together rather than separated.
 
     At this time, management is concentrating on the Corporation's
reorganization effort. Implementation of the proposal would distract management
from this effort, which the Board believes would have serious negative
repercussions on the Corporation's ability to execute its business plan.
 
     In addition, there are a number of other issues that could result in
significant risks and additional costs if the Corporation were to adopt the
proponents' plan. Approximately $775 million of the Corporation's long-term debt
matures in 1996 and 1997. The pursuit of a spin-off would delay and disrupt the
Corporation's efforts to secure new financings and would require a costly,
complex and protracted restructuring of the Corporation's capital structure with
uncertain benefits. Creating three separate publicly traded companies would also
reverse the Corporation's progress in reducing corporate expense by requiring
costly duplication in certain functions, such as legal, taxes, public financial
reporting, auditing, human resources and financing. Further, the process of
splitting up the Corporation would, at a very sensitive time for the
Corporation, take a significant amount of time to implement as it would require
restructuring of operations and compliance with technical and regulatory
requirements and, with respect to many of the Corporation's significant
contracts, consent from counterparties.
 
     The proposal presents serious financial and business risks for Unisys and
risk of loss to its stockholders that outweigh any potential for financial
reward from its implementation. It comes at a time when recent initiatives
intended to improve the Corporation's business are still in the process of being
implemented by the management team. The Board does not believe that it is
prudent to create a major distraction by spinning off the businesses in the
midst of these efforts. The Board continues to believe that the best strategy
for the Corporation is to improve fundamental performance and continue to build
a premier information management company where customers can go to a single
source for an integrated solution.
 
     Regardless of the outcome of the vote on the proposal, the Board has and
will continue to consider all reasonable avenues to increase stockholder value.
However, the Board urges stockholders to reject the proposal for all the reasons
set out above.
 
     For the reasons set forth above, the Board of Directors opposes the
foregoing Stockholder Proposal.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THE
FOREGOING STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL
BE SO VOTED UNLESS STOCKHOLDERS OTHERWISE SPECIFY IN THEIR PROXIES.
 

         SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The TCW Group, Inc., 865 South Figueroa Street, Los Angeles, California
90017, and Robert Day, 200 Park Avenue, Suite 2200, New York, New York 10166,
have jointly filed a Schedule 13G with the Securities and Exchange Commission
dated February 12, 1996 reporting beneficial ownership of 10,354,912 shares (or
 
                                        8

<PAGE>   11
 
5.9%) of Unisys Common Stock. Sole voting power and sole dispositive power has
been reported with respect to all such shares.
 
     Shown below are the number of shares of Unisys Common Stock (or Stock
Units) beneficially owned as of March 1, 1996, by all directors, each of the
executive officers named on page 10, and all directors and executive officers of
Unisys as a group. No director or named executive officer beneficially owns more
than one percent of the outstanding shares of Unisys Common Stock. All directors
and executive officers as a group beneficially own 1.9% of the shares of Unisys
Common Stock deemed outstanding.
 

<TABLE>
<CAPTION>
 
                                                                              ADDITIONAL SHARES
                                                           NUMBER OF            OF COMMON STOCK
                                                           SHARES OF                DEEMED
                                                             COMMON              BENEFICIALLY
                   BENEFICIAL OWNER                       STOCK(1)(2)             OWNED(1)(3)
- ------------------------------------------------------ ------------------      -----------------
<S>                                                    <C>                     <C>
Harold S. Barron......................................         68,295                136,250
J. P. Bolduc..........................................          6,288               --
James J. Duderstadt...................................          5,451               --
Gail D. Fosler........................................          9,838               --
Melvin R. Goodes......................................          4,988               --
Edwin A. Huston.......................................          5,500               --
Alan G. Lutz..........................................        104,053                 81,250
Kenneth A. Macke......................................         19,823               --
Theodore E. Martin....................................          4,993               --
Robert McClements, Jr.................................          8,164               --
Dewaine L. Osman......................................         68,523                 84,366
George T. Robson......................................         12,178               --
Alan E. Schwartz......................................         21,128               --
James A. Unruh........................................        343,504              1,065,249
All directors and executive officers as a group.......      1,132,969              2,242,295
</TABLE>

 
- ---------------
(1) Includes shares reported by directors and executive officers as held
    directly or in the names of spouses, children or trusts as to which
    beneficial ownership may have been disclaimed.
 
(2) Includes 1,511 shares for Mr. Robson, 1,402 shares for Mr. Unruh and 15,698
    shares for all executive officers as a group, all held under the Unisys
    Savings Plan, a qualified plan under Sections 401(a) and 401(k) of the
    Internal Revenue Code. With respect to such shares, plan participants have
    authority to direct voting. Also includes restricted shares awarded in 1996
    under the 1990 Unisys Long-Term Incentive Plan as follows: Mr. Barron,
    66,695; Mr. Lutz, 101,053; Mr. Osman, 64,842; Mr. Unruh, 269,474; all
    executive officers as a group, 887,658. Plan participants have the right to
    vote restricted shares. Also includes Stock Units, as described on page 14,
    for directors as follows: Mr. Bolduc, 3,288; Dr. Duderstadt, 4,401; Ms.
    Fosler, 2,988; Mr. Goodes, 4,788; Mr. Huston, 4,500; Mr. Macke, 18,623; Mr.
    Martin, 4,993; Mr. McClements, 7,164; and Mr. Schwartz, 12,128.
 
(3) Shares shown are shares subject to options exercisable within 60 days
    following March 1, 1996.
 
     The directors and officers of Unisys are required to file reports with the
Securities and Exchange Commission relating to their ownership of Unisys equity
securities. During 1995, one officer, William G. Rowan, failed to timely file
one report with respect to one transaction.
 
                                        9

<PAGE>   12
 

                             EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
     The following table sets forth information concerning the annual and
long-term compensation paid to (i) the chief executive officer and (ii) the
other four most highly compensated executive officers of Unisys in 1995 (the
"Named Officers"), for services rendered in all capacities to Unisys for 1995,
1994 and 1993.
 

<TABLE>
<CAPTION>
                                                                                 LONG-TERM COMPENSATION
                                                                          -------------------------------------
                          ANNUAL COMPENSATION                                      AWARDS             PAYOUTS   
- -----------------------------------------------------------------------   ------------------------   ---------- 
                                                                          RESTRICTED    SECURITIES 
                                                                             STOCK      UNDERLYING 
                                                         OTHER ANNUAL      AWARD(S)      OPTIONS/       LTIP         ALL OTHER
       NAME AND                 SALARY(1)  BONUS(1)     COMPENSATION(2)       (3)        SARS(3)     PAYOUTS(3)   COMPENSATION(4)
  PRINCIPAL POSITION     YEAR     ($)         ($)             ($)             ($)          (#)          ($)             ($)
- ----------------------   -----  -------   -----------   ---------------   -----------   ----------   ----------   ---------------
<S>                      <C>    <C>       <C>           <C>               <C>           <C>          <C>          <C>
James A. Unruh........   1995   800,004       --              2,025         --            180,000      --              15,999
  Chairman and Chief     1994   793,336      420,000         65,259         --            180,000      --              73,849
  Executive Officer      1993   772,500      800,000        --              --            200,000      --              42,160
Alan G. Lutz(5).......   1995   458,336       35,000          1,289         --            250,000      --              27,770
  Executive Vice         1994   233,333      140,000         53,448         --             75,000      --              34,291
    President
Harold S. Barron......   1995   351,250       30,000        --              --             34,000      --              43,710
  Senior Vice            1994   340,000       85,000         12,855         --             40,000      --              67,670
    President,           1993   330,000      165,000         74,370         --             45,000      --              71,360
  General Counsel and    
  Secretary
Dewaine L. Osman......   1995   317,923       60,000          2,978         --             34,000      --             --
  Senior Vice            1994   282,500       80,000        --              --             35,000      --              15,250
    President            1993   268,750      148,000        --              --             10,000      --              26,426
                         
George T. Robson(6)...   1995   373,339       --              5,508         --             60,000      --             --
  Senior Vice            1994   355,002      110,000          3,772         --             60,000      --              20,775
    President,           1993   336,670      190,000        --              --             55,000      --              18,595
  Chief Financial        
    Officer
  and Controller
</TABLE>

 
- ---------------
(1) Amounts shown include compensation deferred under the Deferred Compensation
    Plan for Executives of Unisys Corporation or the Unisys Savings Plan.
 
(2) Amounts shown for Mr. Unruh for 1995 are tax reimbursements; amounts shown
    for 1994 are tax reimbursements and personal benefits. Amounts shown for the
    other Named Officers are tax reimbursements. No amounts are shown in respect
    of personal benefits for Mr. Unruh for 1995 or 1993 or for any of the other
    Named Officers because the aggregate amount of such personal benefits did
    not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
    of such officer as reported in the above table.
 
(3) Although the 1990 Unisys Long-Term Incentive Plan permits grants of
    restricted stock and free-standing stock appreciation rights and the payment
    of performance awards, no such grants or payments were made to any of the
    Named Officers during the years presented.
 
(4) Amounts shown are the full amount of premiums paid by Unisys for life
    insurance under split-dollar arrangements.
 
(5) Mr. Lutz became an executive of Unisys in June 1994.
 
(6) Mr. Robson resigned from Unisys in January 1996.
 
                                       10

<PAGE>   13
 
OPTION GRANTS IN LAST FISCAL YEAR
 
     The following table sets forth further information on grants of stock
options during 1995 to the Named Officers pursuant to the 1990 Unisys Long-Term
Incentive Plan (the "1990 Plan"). No stock appreciation rights ("SARs") were
granted during 1995.
 

<TABLE>
<CAPTION>
                                                                                           POTENTIAL REALIZABLE       
                                                                                             VALUE AT ASSUMED         
                                                                                           ANNUAL RATES OF STOCK      
                                                                                            PRICE APPRECIATION        
                                 INDIVIDUAL GRANTS                                          FOR OPTION TERMS(1)       
- -----------------------------------------------------------------------------------   ------------------------------- 
                                                   % OF                                                               
                                    NUMBER OF      TOTAL                                                              
                                    SECURITIES    OPTIONS                                                             
                                    UNDERLYING    GRANTED    EXERCISE                                                 
                                     OPTIONS        TO        OR BASE                                                 
                                    GRANTED(2)   EMPLOYEES   PRICE(3)    EXPIRATION                                   
              NAME                     (#)        IN 1995     ($/SH)      DATE(4)     0% ($)     5% ($)     10% ($)
- --------------------------------    ----------   ---------   ---------   ----------   ------   ----------  ----------
<S>                                 <C>          <C>         <C>         <C>          <C>      <C>         <C>
James A. Unruh..................      180,000       4.0       10.1875      4/26/05      --      1,155,263   2,915,663
Alan G. Lutz....................      250,000       5.5       10.1875      4/26/05      --      1,604,531   4,049,531
Harold S. Barron................       34,000       0.8       10.1875      4/26/05      --        218,216     550,736
Dewaine L. Osman................       34,000       0.8       10.1875      4/26/05      --        218,216     550,736
George T. Robson(5).............       60,000       1.3       10.1875      4/26/05      --        385,088     971,888
</TABLE>

 
- ---------------
(1) Illustrates value that might be realized upon exercise of options
    immediately prior to the expiration of their term, assuming specified
    compounded rates of appreciation on Unisys Common Stock over the term of the
    options. Assumed rates of appreciation are not necessarily indicative of
    future stock performance.
 
(2) Options granted to the Named Officers in 1995 were granted on April 26,
    1995. Options become exercisable in four equal annual installments,
    beginning one year after the date of grant. Options become immediately
    exercisable in the event of a change in control (as defined in the 1990
    Plan).
 
(3) The exercise price per share is the fair market value (calculated as the
    average of the high and low sales prices reported on the Composite Tape for
    New York Stock Exchange Listed Companies) of a share of Unisys Common Stock
    on the date of grant. Options may be exercised with cash and/or with other
    shares of Unisys Common Stock or with any other form of consideration
    permitted by the Compensation and Organization Committee.
 
(4) The options were granted for a term of ten years, subject to earlier
    termination in certain events related to termination of employment.
 
(5) Options granted to Mr. Robson expired upon termination of his employment in
    January 1996.
 
                                       11

<PAGE>   14
 
OPTION EXERCISES AND FISCAL YEAR-END VALUES
 
     The following table sets forth information with respect to (i) stock option
exercises by the Named Officers during 1995 and (ii) unexercised stock options
and SARs held by the Named Officers at December 31, 1995.
 

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                                  UNDERLYING UNEXERCISED             IN-THE-MONEY
                                SHARES ACQUIRED      VALUE            OPTIONS/SARS AT               OPTIONS/SARS AT
                                  ON EXERCISE     REALIZED(1)        DECEMBER 31, 1995           DECEMBER 31, 1995(2)
             NAME                     (#)             ($)                   (#)                           ($)
- ------------------------------  ---------------   -----------   ---------------------------   ---------------------------
                                                                EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                                                                -----------   -------------   -----------   -------------
                                                              
                                                              
<S>                             <C>               <C>           <C>           <C>             <C>           <C>
James A. Unruh................      --               --           875,249        465,000         503,125        --
Alan G. Lutz..................      --               --            18,750        306,250          --            --
Harold S. Barron..............      --               --            96,500         96,500          48,875        --
Dewaine L. Osman..............      --               --            64,616         75,250          --            --
George T. Robson..............       26,667         128,335        96,750        145,000          --            --
</TABLE>

 
- ---------------
(1) Difference between the fair market value (the average of the high and low
    sales prices reported on the Composite Tape for New York Stock Exchange
    Listed Companies) of Unisys Common Stock at the date of exercise and the
    exercise price.
 
(2) Difference between the fair market value (the average of the high and low
    sales prices reported on the Composite Tape for New York Stock Exchange
    Listed Companies) of Unisys Common Stock at December 29, 1995 and the
    exercise price.
 
PENSION PLANS
 
     The table below shows the aggregate annual amounts at age 65 that would be
received from the Unisys Pension Plan (the "Pension Plan"), the Supplemental
Executive Retirement Plan (the "Supplemental Plan") and the Elected Officer
Pension Plan (the "Officer Plan").
 

<TABLE>
<CAPTION>
                                                          YEARS OF SERVICE
                                  -----------------------------------------------------------------
          ASSUMED FINAL                                                                      30
      AVERAGE COMPENSATION           10            15            20            25          OR MORE
- --------------------------------- ---------     ---------     ---------     ---------     ---------
<S>                               <C>           <C>           <C>           <C>           <C>
     $ 200,000................... $  80,000     $  90,000     $ 100,000     $ 110,000     $ 120,000
        300,000..................   120,000       135,000       150,000       165,000       180,000
        400,000..................   160,000       180,000       200,000       220,000       240,000
        500,000..................   200,000       225,000       250,000       275,000       300,000
        600,000..................   240,000       270,000       300,000       330,000       360,000
        700,000..................   280,000       315,000       350,000       385,000       420,000
        800,000..................   320,000       360,000       400,000       440,000       480,000
        900,000..................   360,000       405,000       450,000       495,000       540,000
      1,000,000..................   400,000       450,000       500,000       550,000       600,000
      1,100,000..................   440,000       495,000       550,000       605,000       660,000
      1,200,000..................   480,000       540,000       600,000       660,000       720,000
      1,300,000..................   520,000       585,000       650,000       715,000       780,000
      1,400,000..................   560,000       630,000       700,000       770,000       840,000
      1,500,000..................   600,000       675,000       750,000       825,000       900,000
</TABLE>

 
                                       12

<PAGE>   15
 
     Final Average Compensation generally corresponds to the amounts shown in
the Summary Compensation Table under the headings Salary and Bonus. However,
Final Average Compensation is calculated using the individual's highest 60
consecutive months of compensation out of the final 120 months of employment and
thus will differ somewhat from the amounts shown in the Summary Compensation
Table. Final Average Compensation for the eligible Named Officers as of March 1,
1996 is as follows: J. A. Unruh -- $1,280,335; A. G. Lutz -- $542,858; H. S.
Barron -- $441,250; D. L. Osman -- $354,200. Full years of credited service
under the pension plans for the eligible Named Officers as of March 1, 1996 are
as follows: J. A. Unruh -- 15 years; A. G. Lutz -- 1 year; H. S. Barron -- 5
years; D. L. Osman -- 30 years. Mr. Robson is entitled to receive benefits only
under the Pension Plan and the Supplemental Plan. Mr. Robson has accrued an
annual benefit, payable at age 65, of $54,100 under those plans.
 
     The Pension Plan and Supplemental Plan generally are available to all
employees located in the United States. The Officer Plan is available to
officers, including the Named Officers, who satisfy certain minimum service
requirements. The aggregate pension amount payable under the Officer Plan is
offset by benefits paid under the Pension Plan, the Supplemental Plan and any
applicable subsidiary plan. The amounts shown in the table are computed on a
single life annuity basis and are subject to a reduction equal to 50% of the
participant's primary social security benefit.
 
EMPLOYMENT AGREEMENT
 
     Effective July 1, 1994, Unisys entered into a three-year employment
agreement with James A. Unruh, covering the terms and conditions of Mr. Unruh's
employment as Chairman of the Board and Chief Executive Officer. The agreement
provides for a minimum base salary of $800,000, subject to periodic review by
the Compensation and Organization Committee, and eligibility for an annual bonus
award at a target bonus level of not less than 100% of base salary. The actual
bonus payable, if any, is to be determined by the Compensation and Organization
Committee in its sole discretion. Mr. Unruh is eligible to participate in the
benefit programs generally made available to executive officers and is eligible
to receive stock option and other long-term incentive awards under the 1990
Plan. If Mr. Unruh's employment is terminated under certain circumstances, Mr.
Unruh will be entitled to receive continued payment of his base salary and bonus
(based on the average percentage of his last three annual bonus payments) for
the remainder of the term of the agreement (with a minimum of one year's salary
plus bonus). He will also be entitled to full vesting in his pension benefit
under the Officer Plan, continued medical coverage until age 55 and any
post-retirement medical and life insurance coverage as is then generally
available to officers thereafter, full vesting in outstanding awards under the
1990 Plan and an extension of the repayment period on his home mortgage loan.
The agreement provides that under certain circumstances that constitute a
"change in control" (generally, the acquisition by any person of the beneficial
ownership of 20% or more of Unisys voting securities or a change in the
composition of a majority of the Board of Directors), the term of the agreement
will be automatically extended for a period of three years from the date of the
change in control. Further, under certain circumstances that constitute a
"potential change in control" (generally, the acquisition by any person of the
beneficial ownership of 9.9% or more of Unisys voting securities or certain
agreements or actions which, if consummated, would result in a change in
control), the Compensation and Organization Committee, in its discretion, may
elect to fund Mr. Unruh's pension benefit through a grantor trust. If an actual
change in control occurs, the funding of the trust, if any, will become
irrevocable. If an actual change in control occurs and all or any portion of Mr.
Unruh's pension benefit has not been funded through the grantor trust, Unisys
will pay to Mr. Unruh a single sum cash payment in an amount equal to the
present value of that portion of his pension benefit that has not been so
funded. Mr. Unruh is also party to a change in control agreement with
 
                                       13

<PAGE>   16
 
Unisys, as described below. Under no circumstances will Mr. Unruh receive
duplicate payments under the change in control agreement and his employment
agreement.
 
CHANGE IN CONTROL EMPLOYMENT AGREEMENTS
 
     Unisys has entered into change in control employment agreements with its
executive officers including the Named Officers. The agreements are intended to
retain the services of these executives and provide for continuity of management
in the event of any actual or threatened change in control. A change in control
is generally defined as (i) the acquisition of 20% or more of Unisys Common
Stock, (ii) a change in the majority of the Board of Directors unless approved
by the incumbent directors and (iii) certain reorganizations, mergers,
consolidations, liquidations or dissolutions. Each agreement has a term ending
on the third anniversary of the date of the change in control. These agreements,
which are the same in substance for each executive, provide that in the event of
a change in control each executive will have specific rights and receive certain
benefits. Those benefits include the right to continue in the employ of Unisys
during the term, performing such duties as are comparable to those being
performed immediately prior to the change in control and at compensation and
benefit levels that are at least equal to the compensation and benefit levels in
effect immediately prior to the change in control. Upon a termination of
employment under certain circumstances following a change in control, the
terminated executive will be entitled to receive special termination benefits,
including a lump sum payment equal to three years base salary and bonus and the
actuarial value of the pension benefit the executive would have accrued had the
executive remained employed for three years following the termination date. The
special termination benefits are payable if the executive is terminated by
Unisys without cause, the executive terminates employment for certain enumerated
reasons (including a reduction in the executive's compensation or
responsibilities or a change in the executive's job location), or the executive
voluntarily terminates employment for any reason during the thirty day period
following the first anniversary of the date of the change in control. If any
payment or distribution by Unisys to the executive is determined to be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code, the
executive is entitled to receive a payment on an after-tax basis equal to the
excise tax imposed. The executive is under no obligation to mitigate amounts
payable under these agreements and to the extent the executive has a separate
employment agreement with Unisys with conflicting rights, the executive is
allowed the greater entitlement.
 
INDEBTEDNESS OF MANAGEMENT
 
     Certain of the executive officers of Unisys have received no-interest loans
from Unisys. The loans, which were made in connection with the officer's
purchase of a principal residence upon relocation, are generally for a 20-year
term (assuming continued employment with Unisys), are evidenced by promissory
notes and are secured by second mortgages. The maximum amounts outstanding
during the period between January 1, 1995 and March 1, 1996 for each of the
following were: J. F. McHale, $127,500; J. A. Unruh, $370,000. The principal
amounts of Messrs. McHale's and Unruh's loans as of March 1, 1996 were $122,500
and $195,000, respectively.
 
COMPENSATION OF DIRECTORS
 
     In 1995, non-employee directors of Unisys received a monthly director's fee
of $1,250 plus an attendance fee of $750 for each Board of Directors and Board
Committee meeting attended. At the election of a director, these fees could be
paid in the form of common stock equivalent units ("Stock Units") rather than in
cash. Each non-employee director also received a monthly retainer in the form of
Stock Units having a value of
 
                                       14

<PAGE>   17
 
$1,000. The value of each Stock Unit at any point in time is equal to the value
of one share of Unisys Common Stock. Stock Units are recorded in a memorandum
account maintained for each director. Dividend equivalents, if any, are also
credited to the account. A director's Stock Unit account is payable in cash only
upon termination of service. Directors do not have the right to vote with
respect to any Stock Units. Directors also have the opportunity to defer until
termination of service all or a portion of their cash fees. Any deferred cash
amounts, and earnings or losses thereon, are recorded in a memorandum account
maintained for each director. The right to receive future payments of Stock Unit
accounts and deferred cash accounts is an unsecured claim against the general
assets of Unisys. Directors who are employees of Unisys do not receive any cash
or Stock Unit fees for their services as directors.
 
             REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
 
COMPENSATION PROGRAM AND POLICIES
 
     The executive compensation program of Unisys is administered by the
Compensation and Organization Committee (the "Committee"). The Committee is
composed of three outside directors. As part of its duties, the Committee
reviews compensation levels of elected officers, evaluates performance and
considers management succession and related matters. The Committee also
administers the various Unisys incentive plans, including its executive annual
variable compensation plan and its long-term incentive plan.
 
     The Unisys executive compensation program is designed to attract and retain
executives who will contribute to the long-term success of Unisys, to reward
executives for achieving both financial and strategic company goals, to link
executive and stockholder interests through equity-based plans and to provide a
compensation package that recognizes individual contributions as well as overall
business results. As a result, a substantial portion of each executive's total
compensation is intended to be variable and to be tied closely to the
performance of Unisys and the executive's business unit, as well as the
attainment of the executive's individual goals.
 
     Periodically the Committee conducts a review of the Unisys executive
compensation program, during which the Committee analyzes the elements of the
executive compensation program in comparison to executive compensation programs
maintained by public corporations that represent Unisys most direct competitors
for executive talent. These companies (the "peer companies") consist of the
principal companies included in the peer group index in the Performance Graph on
page 18 of this Proxy Statement and approximately 20 additional companies in
various industries whose annual revenue is comparable to that of Unisys.
 
     The three key components of the Unisys executive compensation program for
1995 were base salary, short-term incentive payments and long-term incentive
awards in the form of stock options. Target levels for each of these three
elements of compensation were determined with reference to the competitive
marketplace, with overall compensation target levels intended to be at
approximately the 50th percentile for comparable positions at the peer
companies.
 
     For tax years beginning on or after January 1, 1994, the Internal Revenue
Code limits the ability of a publicly held corporation to deduct compensation in
excess of $1 million paid to the executives named in the Summary Compensation
Table for that year. Compensation paid under short-term and long-term incentive
plans may be exempt from the deductibility limitations if the plans meet certain
criteria. Under transition rules in effect until 1997 for certain plans
previously approved by stockholders, stock option grants under the 1990
 
                                       15

<PAGE>   18
 
Plan, and amounts received on exercise of such options, are not considered
compensation subject to the limitations. As permitted by the transition rules,
the Committee established, as more particularly described below, a performance
threshold and a maximum payment amount for Mr. Unruh's 1995 bonus under the
short-term incentive plan to qualify that component of Mr. Unruh's compensation
for exemption from the deductibility limitations.
 
     Unisys policies with respect to each of the elements of its executive
compensation program, as well as the basis for the compensation awarded to Mr.
Unruh, are discussed below.
 
BASE SALARY
 
     Each year the Committee determines a salary range for executive officers.
The midpoint of the range for each position is targeted at the 50th percentile
for comparable positions at the peer companies. Individual salaries within the
range are determined primarily by individual performance, level of
responsibility and experience. As a result, the base salary of any executive
officer may be set at, above or below the 50th percentile, depending upon
individual circumstances.
 
SHORT-TERM INCENTIVE PAYMENTS
 
     In 1993, the stockholders of Unisys approved the Unisys Executive Annual
Variable Compensation Plan. This plan's stated purpose is to motivate and reward
elected officers and other key executives for the attainment of individual
and/or corporate performance goals. Under the plan, the Committee has the
discretion to determine the conditions (including performance objectives)
applicable to annual award payments and the amounts of such awards. For 1995,
all of the current executive officers of Unisys participated in the plan. With
respect to executives other than Mr. Unruh, awards under the plan were generally
determined as described below.
 
     Early in 1995, performance goals were established for participating
executives based upon the following: financial performance of Unisys and, in the
case of certain executives, the executive's business unit (specifically,
achievement of pre-established revenue, profit and cash flow objectives) and
enhanced organizational capability (particularly, the contribution of the
relevant business unit to the implementation of Unisys strategic plan and the
achievement, by the executive's business unit, of non-financial goals such as
improvements in the effectiveness of marketing and sales activities, greater
levels of teamwork and culture change).
 
     Executives participating in the plan were also assigned target award
amounts for 1995, which were typically stated as a percentage of salary paid
during the year (ranging, in the case of elected officers other than Mr. Unruh,
from 45% to 65%). Target award amounts were designed to be at approximately the
60th percentile for the peer companies in order to place a greater emphasis on
the variable, short-term component of total compensation. Actual awards could
range from zero to 150% of target, depending upon the Committee's evaluation of
the executive's achievement of his or her goals.
 
     Award amounts were not calculated by formula, and the Committee had the
discretion to vary award amounts depending upon its evaluation of individual
performance. In general, however, award payments for 1995 were based
approximately 20% on enhanced organizational capability and approximately 80% on
the achievement of financial performance goals (with the revenue, profit and
cash flow components having approximate weights of 37.5%, 37.5% and 25%,
respectively). No award was made in respect of the applicable revenue component
unless minimum target levels were achieved.
 
                                       16

<PAGE>   19
 
LONG-TERM INCENTIVE AWARDS
 
     Under the 1990 Plan, stock options may be granted to executive officers and
other key employees of Unisys. The size of stock option awards is based
primarily on the individual's responsibilities and position with Unisys and, for
executive officers other than Mr. Unruh, is intended to be at approximately the
40th percentile for comparable positions at the peer companies. The Committee
does not determine the size of such grants by reference to the amount or value
of stock options currently held by an executive officer.
 
     Stock options are designed to align the interests of executives with those
of stockholders. Stock options are granted with an exercise price equal to the
market price of Unisys Common Stock on the date of grant, and current grants
vest over four years. This approach is designed to encourage the creation of
stockholder value over the long term since no benefit is realized unless the
price of the Common Stock rises over a number of years.
 
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
 
     Mr. Unruh's compensation for 1995 was determined in accordance with the
terms of the employment agreement described at page 13. This agreement became
effective July 1, 1994 and covers the three-year period ending June 30, 1997.
 
     Mr. Unruh's employment agreement provides for a minimum base salary of
$800,000, subject to periodic review by the Committee. For 1995, Mr. Unruh's
base salary was $800,000. This amount is at approximately the 50th percentile
for chief executive officers of the peer companies.
 
     Under his employment agreement, Mr. Unruh is eligible for an annual bonus
award at a target of not less than 100% of salary paid during the year. The
target bonus amount is substantially above the 50th percentile for the peer
companies and reflects the Committee's decision to emphasize short-term
performance as a component of Mr. Unruh's total compensation. Under the
employment agreement, the actual bonus amount payable to Mr. Unruh, if any, is
to be determined by the Committee, based upon such factors as it deems
appropriate. No minimum bonus is guaranteed.
 
     In the first quarter of 1995, the Committee established a performance
threshold and a maximum payment amount for Mr. Unruh's bonus. No bonus was
payable unless Unisys achieved a specified level of net income for 1995.
Assuming achievement of this goal, the maximum amount payable was limited to one
percent of net income for the year. Unisys reported a net loss for 1995. Because
the performance threshold was not satisfied, Mr. Unruh did not receive a bonus.
The Committee notes, however, that a significant component of the loss for 1995
was a restructuring charge associated with the internal realignment of Unisys
into three business units. The Committee believes that this "one company-three
businesses" structure will serve to maximize stockholder value, and it strongly
endorses Mr. Unruh's efforts in this regard.
 
     In 1995, Mr. Unruh received options to purchase 180,000 shares of Common
Stock at an exercise price of $10.1875 per share. The size of this grant was set
significantly below the 50th percentile for chief executives of the peer
companies in order to place Mr. Unruh's total target compensation (salary, bonus
and stock options) at or near the 50th percentile.
 
                                          Compensation and Organization
                                          Committee
 
                                                Melvin R. Goodes
                                                Kenneth A. Macke
                                                Alan E. Schwartz
 
                                       17

<PAGE>   20
 
C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     The members of the Compensation and Organization Committee are Melvin R.
Goodes, Kenneth A. Macke and Alan E. Schwartz. During 1995, the law firm of
Honigman Miller Schwartz and Cohn, of which Alan E. Schwartz is a member,
provided legal services to Unisys.
 
                            STOCK PERFORMANCE GRAPH
 
     The following graph compares the yearly percentage change in the cumulative
total stockholder return on Unisys Common Stock during the five fiscal years
ended December 31, 1995 with the cumulative total return on the S&P 500 Index
and the S&P Computer Systems Index. The comparison assumes $100 was invested on
December 31, 1990 in Unisys Common Stock and in each of such indices and assumes
reinvestment of dividends.
 
                             [PERFORMANCE GRAPH]


<TABLE>
<CAPTION>
      Measurement Period              Unisys          S&P Group       S&P 500
    (Fiscal Year Covered)           Corporation         Index          Index

           <S>                   <C>             <C>             <C>
           1990                            100             100             100
           1991                         165.00           88.87          130.48
           1992                         405.00           65.24          140.46
           1993                         505.00           67.71          154.62
           1994                         345.00           87.44          156.66
           1995                         220.00          116.37          215.54
</TABLE>

 
                                       18

<PAGE>   21
 
                                 OTHER MATTERS
 
POLICY ON CONFIDENTIAL VOTING
 
     It is the policy of Unisys that all stockholder proxies, ballots and voting
materials that identify the vote of a specific stockholder shall, if requested
by that stockholder on such proxy, ballot or materials, be kept permanently
confidential and shall not be disclosed to Unisys, its affiliates, directors,
officers and employees or to any third parties except as may be required by law,
to pursue or defend legal proceedings or to carry out the purpose of, or as
permitted by, the policy. Under the policy, vote tabulators and inspectors of
election are to be independent parties who are unaffiliated with and are not
employees of Unisys. The policy provides that it may, under certain
circumstances, be suspended in the event of a proxy solicitation in opposition
to a solicitation of management. Unisys may at any time be informed whether or
not a particular stockholder has voted. Comments written on proxies or ballots,
together with the name and address of the commenting stockholder, will also be
made available to Unisys.
 
STOCKHOLDER PROPOSALS
 
     Any stockholder proposal to be considered by Unisys for inclusion in the
proxy materials for the 1997 Annual Meeting of Stockholders must be received by
Unisys no later than November 14, 1996.
 
OTHER MATTERS
 
     At the date of this Proxy Statement, the Board of Directors knows of no
matter other than the matters described herein that will be presented for
consideration at the Annual Meeting. However, if any other matter shall properly
come before the Annual Meeting, the shares represented by the proxies signed and
returned by stockholders will, unless stockholders otherwise specify, be voted
thereon in the discretion of the persons voting such shares.
 
     The cost of soliciting proxies will be borne by Unisys. Such cost will
include charges by brokers and other custodians, nominees and fiduciaries for
forwarding proxies and proxy material to the beneficial owners of Unisys Common
Stock. Solicitation may also be made personally, or by telephone or telegraph,
by directors, officers and regular employees of Unisys without additional
compensation. In addition, Unisys has retained Georgeson & Company Inc. to
assist in the solicitation of proxies for a fee of approximately $12,000, plus
expenses.
 
                                  By Order of the Board of Directors,
 
                                  /s/ HAROLD S. BARRON
                                  --------------------
                                  Harold S. Barron
                                  Senior Vice President,
                                  General Counsel and Secretary
 
Dated: March 14, 1996
 
                                       19

<PAGE>   22
                               UNISYS CORPORATION

               PROXY FOR ANNUAL MEETING TO BE HELD APRIL 25, 1996

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


THE UNDERSIGNED HEREBY APPOINTS MELVIN R. GOODES, ALAN E. SCHWARTZ AND JAMES A.
UNRUH, AND EACH OF THEM, PROXIES, WITH POWER OF SUBSTITUTION, TO VOTE ALL SHARES
OF COMMON STOCK WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE 1996 ANNUAL
MEETING OF STOCKHOLDERS OF UNISYS CORPORATION, AND AT ANY ADJOURNMENT THEREOF,
AS DIRECTED ON THE REVERSE SIDE HEREOF WITH RESPECT TO THE ITEMS SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT AND IN THEIR DISCRETION UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.  THIS CARD ALSO PROVIDES VOTING
INSTRUCTIONS (FOR SHARES CREDITED TO THE ACCOUNT OF THE UNDERSIGNED, IF ANY) TO
THE TRUSTEE FOR THE UNISYS SAVINGS PLAN AND THE UNISYS RETIREMENT INVESTMENT
PLAN (THE "SAVINGS PLANS") AS MORE FULLY DESCRIBED ON PAGE 1 OF THE PROXY
STATEMENT.


     PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD
                           IN THE ENCLOSED ENVELOPE.

                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

<PAGE>   23
                              UNISYS CORPORATION
  PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/






<TABLE>
<S>                                                           <C>                                     
        THE BOARD OF DIRECTORS RECOMMENDS A                                          WITHHELD     FOR                             
        VOTE FOR ITEMS 1 AND 2.                                            FOR all   from all     except nominees(s)
                                                                                                  listed below:
                                                                                                                                    
P    1. Election of Directors--                                            / /           / /      / /   ________________          
        Nominees: J.P. Bolduc, James J.
R       Duderstadt and Kenneth A. Macke
                                                                           FOR       AGAINST      ABSTAIN
O    2. Ratification of Selection of
        Independent Auditors                                               / /           / /      / /
X                                                                                                                                 
                                                                                                                                  
Y       THE BOARD OF DIRECTORS                                                                                                    
        RECOMMENDS A VOTE                                                                                                         
        AGAINST ITEM 3.                                                                                                           
                                                                                                                                  
                                                                           FOR       AGAINST      ABSTAIN                         
     3. Stockholder Proposal                                                                                                      
        (spin-off transaction)                                             / /           / /      / /                             
                                                                                                                                  
        Mark Here to Receive                                                                                                      
        an Admission Ticket                                                                                                       
        to the Meeting                                                     / /                                                    
                                                                                                                                  
        Mark Here to Have Your                                                                                                    
        Vote Remain Confidential                                           / /                                                    
                                                                                                                                  
                                                                           Date __________________, 1996                          

                                                              ______________________________       _________________________________
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS    Signature                            Signature
MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED 
FOR ITEMS 1 AND 2 AND AGAINST ITEM 3 AND THE TRUSTEE FOR      NOTE: Please sign exactly as name appears hereon.  For joint accounts
THE SAVINGS PLANS WILL VOTE AS DESCRIBED ON PAGE 1 OF THE     both owners should sign.  When signing as executor, administrator,   
PROXY STATEMENT.                                              attorney, trustee, guardian, corporate officer, etc., please give    
                                                              your full title.                                                     
</TABLE>