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.        SALARY

         The fixed  salary  shall be  $600,000  per year for fiscal  year ending
September 30, 1999.


2.       INCENTIVE COMPENSATION

         The incentive  compensation as set forth in Section 4 of the Employment
Agreement shall be revised as follows for the 1999 fiscal year:

         (i) one percent (1%) of Comdisco's fiscal 1999 pre-tax earnings between
Target 1 and Target 2, and (ii) two  percent  (2%) of pre-tax  earnings  between
Target 2 and Target 3.

         As an example,  if Comdisco  has pre-tax  earnings of  Target 3  in
fiscal 1999, the annual incentive compensation shall be as computed.

3.       ANNUAL STOCK OPTION INCENTIVE

         If Comdisco  achieves 1999 Pre-Tax  Earnings of Target 3,  you will
also be entitled to a stock option grant of 59,165  shares at the closing  price
on September  30, 1999.  These  options will vest at the rate of 33.33% per year
over a three year term.

          If the  Pre-Tax  Earnings  achieved  are less than  Target 3, then the
number of shares granted will be based on the following:


         Pre-Tax Earnings           Percentage Grant          Adjusted Grant


                  Target 3               100%                       59,165
                  Target 2                80%                       44,930
                  Target 1                60%                       35,500
                  Less than Target 1       0%                          -0-



4.       LONG-TERM PERFORMANCE UNIT GRANT

          The  Committee of the 1995 Long Term Stock  Ownership  Incentive  Plan
hereby awards you with 366 Performance Units.

         a.       Performance Objective and Performance Period


         The Committee has set a target  Performance  Objective that  Comdisco's
"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, 1998 through  September 30, 2001 (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:

<TABLE>
<CAPTION>


   TSR % Rank in S&P 500          Performance          x           Target Unit           =        Actual Unit
                                       %                              Value                          Value
     ------------------           -----------                      -----------                    -----------
<S>    <C>                           <C>                              <C>                          <C> 

        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

</TABLE>

         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, 2001.

         d.       Restrictions

         The Performance  Unit Award is conditioned  upon (i) your continuing as
an employee or director  throughout the Performance  Period and (ii) if you have
elected to receive  Restricted Stock, your continuing as an employee or director
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 95 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 95 Plan Provisions

         This  award of  Performance  Units  shall  incorporate  the  terms  and
conditions of the 95 Plan.

         g.       Acceptance

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

5.       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, 1998


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

                  -        Comdisco stock closes at $15.00

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

                  -        Option Value = $15.00/3 = $5.00

                  -        $60,000/$5.00 = 12,000 options granted at $15.00

                  -        Vests at 33 1/3% per year commencing 10/1/98

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

Dated this 29th day of September, 1998.



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



<PAGE>


                               ELECTION STATEMENT


         The  undersigned  hereby  acknowledges  receipt  of  the  Amendment  to
Employment  Agreement,  a copy of the 1995 Long-Term Stock  Ownership  Incentive
Plan, and copies of
Comdisco's latest financial statements.


Performance Unit Method of Distribution

         Pursuant to Section 4, 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  5,  I  elect  to  convert  the  following   cash
compensation components into stock options:

                           Base Salary               $50,000

                           Annual Cash Incentive     $50,000

                           Performance Units         $50,000



                                                 By:____________________________
                                                              Jack Slevin

                                                Date:___________________________