AMENDMENT TO EMPLOYEE AGREEMENT


     The  Compensation  Committee  of the Board of  Directors  has  reviewed and
approved  the  following  amendments  to the  Employment  Agreement  dated as of
October 20, 1994 between Comdisco, Inc. and John F. Slevin.

1.       TERM

         The term of this amended  agreement shall commence  October 1, 1996 and
shall continue for a period of three (3) years ending on September 30, 1999.

2.       SALARY

     The  fixed  salary as set forth in  Section 3 of the  Employment  Agreement
shall be increased from $550,000 to $600,000 per year.

3.       INCENTIVE COMPENSATION

         The incentive  compensation as set forth in Section 4 of the Employment
Agreement shall be revised as follows for the 1997 fiscal year:

     (i) one percent (1%) of  Comdisco's  fiscal 1997 pre-tax  earnings  between
$150 million and $200 million,  and (ii) two percent (2%) of pre-tax earnings in
excess of $200 million.
         As an example,  if Comdisco  has pre-tax  earnings of  $205,000,000  in
fiscal 1997, the annual incentive compensation shall be $600,000.

4.       ANNUAL STOCK OPTION INCENTIVE

         If Comdisco  achieves 1997 Pre-Tax  Earnings of $205 million,  you will
also be entitled to a stock option grant of 19,616  shares at the closing  price
on September  30, 1997.  These options would vest at the rate of 33.33% per year
over a three year term.

     If the Pre-Tax Earnings achieved is less than $205 million, then the number
of shares granted will be based on the following:


Pre-Tax Earnings   Percentage         Adjusted Grant
----------------   ----------         --------------
         
          $205M       100%             19,616
           175M        80%             15,693
           125M        60%             11,770
 less than 125M         0%                  0



5.       LONG-TERM PERFORMANCE UNIT GRANT

         The  Committee  of the 92 Plan hereby  awards you with 366  Performance
Units.

         a.       Performance Objective and Performance Period

         The Committee has set a target  Performance  Objective  that  Comdiscos
Total  Shareholder  Return  (as  defined  below)  be ranked at or above the 50th
percentile of the Total Shareholder Return of all companies contained in the S&P
500 for the period running from October 1, 1996 through  September 30, 1999 (the
Performance Period).

         "Total  Shareholders  Return" is defined as the sum of the stock  price
appreciation plus dividends (reinvested) through the Performance Period.

         b.       Determination of Performance Unit Value

         The  actual  Performance  Unit  Value  will be  determined  based  upon
Comdisco's  Total  Shareholder  Return over the Performance  Period.  The target
Performance  Unit Value has been set at $500. The actual  Performance Unit Value
will be determined by multiplying  the target  Performance  Unit Value times the
Performance Percentage specified in the following table:

TSR % Rank in S&P 500   Performance %   Target Unit Value      Actual Unit Value
---------------------   -------------   -----------------      -----------------
below 50th                0%                    $500                         $0
50th                    100                      500                        500
55                      150                      500                        750
60                      200                      500                      1,000
65                      260                      500                      1,300
70                      320                      500                      1,600
75                      390                      500                      1,950
80                      460                      500                      2,300
85                      530                      500                      2,650
90+                     600                      500                      3,000
<PAGE>


         c.       Method of Distribution

         Within 15 days of the date of this Agreement,  you must decide upon one
of the following distribution methods by signing the Election Statement attached
hereto:

         i.       Cash Distribution - You may elect to have 100% of the actual
                  Performance Unit Value paid in cash (less applicable taxes).

         ii.  Restricted  Stock  - You may  elect  to  have  100% of the  actual
Performance Unit Value paid in the form of Restricted  Stock. In such event, the
actual Performance Unit Value will be multiplied by 120% and the product thereof
will  be used  to  acquire  Restricted  Stock  based  on the  closing  price  of
Comdisco's stock on September 30, 1999.

         d.       Restrictions

         The Performance  Unit Award is conditioned  upon (i) your continuing as
an employee  throughout the  Performance  Period and (ii) if you have elected to
receive  Restricted  Stock, your continuing as an employee for an additional one
year beyond the Performance  Period.  The effects of a termination of employment
within these periods are set forth in Section 14 of the 92 Plan.

         e.       Exercise of Performance Units

         Performance  Units may be  exercised  by delivery to the  Secretary  of
Comdisco  of  written  notice  of  intent  to  exercise  a  specific  number  of
Performance Units.

         f.       Incorporation of 92 Plan Provisions

         This  award of  Performance  Units  shall  incorporate  the  terms  and
conditions of the 92 Plan.

         g.       Acceptance

         By execution of the attached Election  Statement,  you accept the terms
and conditions of this Performance Unit Grant.

6.       CASH OPTION CONVERSION ALTERNATIVE.

         Within 15 days of the date of this Agreement,  you may elect to convert
cash compensation into stock options. You may elect to convert cash compensation
paid under Base Salary,  Annual Cash Incentive and Long-Term  Performance  Units
into  stock  options  on a one for two  basis.  You must  elect to  forego  cash
compensation equally from the above three sources in $1,000 increments. For each
$1,000 foregone, you will receive stock options with an option value of $2,000.

         If you make this election, you will receive a stock option grant at the
closing price of Comdisco stock on the date the election notice is received. The
following example will illustrate this alternative.

                               September 29, 1996
                               ------------------

                  -        Election to forego $10,000 each from Salary, Annual 
                            Cash Incentive and Performance Units

                  -        Comdisco stock closes at $30.00

                  -        $30,000 foregone x 2 = $60,000

                  -        Option Value = $30.00/3 = $10.00

                  -        $60,000/$10.00 = 6,000 options granted at $30.00

                  -        Vests at 20% per year commencing 9/30/97



7.       STOCK OPTION GRANT

         On July 23, 1996, the Option  Committee  decided to award stock options
of a then  undetermined  amount at the closing price of Comdisco's stock on that
date.  The  number  of  options  would be  subsequently  determined  based  upon
recommendations  of an independent third party  compensation  consultant.  Based
upon the  recommendation of the compensation  expert,  the Committee has granted
Slevin an option to acquire  275,000 shares at $24.00 (the closing price on July
23, 1996). The options will have a ten year term commencing on July 23, 1996 and
will vest at the rate of 33 1/3% per year over a three year period.





8.       RESTRICTED STOCK GRANT

         The Committee of the 1995 Long-Term Stock Ownership Plan has decided to
award Slevin with a Restricted  Stock Award of 60,000 shares of Comdisco  Common
Stock.  The  Restricted  Stock  will  vest upon the  earlier  of 5 years or upon
Slevin's retirement from full-time employment with Comdisco.

This agreement shall not be construed to give you any employment rights.

Dated this _____ day of _______________, 1996.



---------------------------                      -------------------------------
On behalf of the Committee                           Jack Slevin


                               ELECTION STATEMENT


         The  undersigned  hereby  acknowledges  receipt  of  the  Amendment  to
Employment  Agreement,  a copy of the 1992 Long-Term Stock  Ownership  Incentive
Plan, and copies of
Comdisco's latest financial statements.


Performance Unit Method of Distribution

         Pursuant to Section 5, I elect the following method of distribution for
any Performance Units:

                           i)       Cash Distribution __________
                                                          please initial

                           ii)      Restricted Stock   __________
                                                           please initial



Cash to Option Conversion Alternative

         Pursuant  to  Section  6,  I  elect  to  convert  the  following   cash
compensation components into stock options:

                           Base Salary               __________

                           Annual Cash Incentive     __________

                           Performance Units         __________


                                                By:____________________________
                                                            Jack Slevin

                                               Date:___________________________