0000746838-01-500025 Sample Contracts

UNISYS CORPORATION ("Company") Debt Securities TERMS AGREEMENT
Debt Securities Terms Agreement • December 19th, 2001 • Unisys Corp • Services-computer integrated systems design

Dear Sirs: On behalf of the several Underwriters named in Schedule A hereto (the "Underwriters") and for their respective accounts, Salomon Smith Barney, Inc. ("Salomon Smith Barney") offers to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-51885), Post- Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 33-25715) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated May 1, 2001, between the Company and HSBC Bank USA, as Trustee, on the following terms:

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