COMDISCO, INC.
                    OUTSIDE DIRECTOR DEFERRED FEE OPTION PLAN


Section 1. Name and Purpose.  The Comdisco,  Inc. Outside Director  Deferred Fee
Option Plan (the "Plan") has been established by Comdisco,  Inc. (the "Company")
to aid the Company in attracting, rewarding and retaining well-qualified members
of the Company's  Board of Directors  (the "Board").  It is further  intended to
encourage and  facilitate  the  acquisition  of the  Company's  common shares by
certain of the  directors  of the Company  upon whose  judgment  and ability the
Company depends for its long-term growth and development.  Accordingly, the Plan
is intended to promote a close identity of interest  between the Company and its
Shareholders  as well as to  provide a means to attract  and retain  outstanding
directors.

Section 2.        Plan Administration.

         2.1 The Plan shall generally be administered, managed and controlled by
a committee, consisting of not less than three directors, who shall be appointed
by, and may be removed by, the Board of Directors of the Company (the  "Director
Option  Committee").  Director Option  Committee  members may participate in the
Plan. Any  interpretation  of the Plan by the Director Option  Committee and any
decision made by the Director  Option  Committee shall be final and binding upon
all persons.

         2.2 Decisions and  determinations  of the Director Option  Committee on
all matters  relating to the Plan shall be in its sole  discretion  and shall be
conclusive.  No member of the Director Option  Committee shall be liable for any
action taken or decision  made in good faith  relating to this Plan or any award
hereunder.

Section 3.        Participation.

         3.1      Director Stock Options.

                  (a) The Company shall grant a Director Stock Option ("DSO") to
each director not employed by the Company ("Outside Director") on October 1st of
each year that the Outside  Director is serving as a  director,  provided,  that
prior to such date the director has irrevocably  chosen to receive such a DSO in
lieu of all or part of all of his or her director's  fees  ("Director's  Fees").
The  number of shares  covered by each DSO shall be equal to the  nearest  whole
number of shares determined in accordance with the following formula:


Annual Retainer and Board Meeting Fees x 1.5 Fair Market Value - $1 =
Number of Shares


                  (b) No DSO may be exercised  before the six month  anniversary
of the date upon which it was issued. No DSO issued under this Section 3.1 shall
be  exercisable  after the expiration of ten years from the date upon which such
DSO was  issued.  Each DSO shall be  subject to  termination  before its date of
expiration as provided in this Section 3.1.

                  (c) Except as provided  herein,  the rights of a director in a
DSO issued  under  this  Section  3.1 shall not  terminate  upon the  director's
termination  as a  director  for any  reason  (including  death,  retirement  or
disability). The portion of a DSO granted under this Section 3.1 attributable to
a portion of the  Director's  Fees not earned due to  termination  as a director
(for any reason  other than death or  disability)  shall abate and be  canceled,
unless otherwise approved by the Director Option Committee.

                  (d) Until the specified  expiration  date, any DSO outstanding
on the date of a director's  death may be exercised by the  administrator of the
director's  estate, the executor under his or her will, or the person or persons
to whom the director's  stock option shall have been validly  transferred by the
executor or administrator pursuant to the will or laws of intestate succession.

                  (e) Any DSO issued  under this  Section 3.1 shall be exercised
in the manner as specified in Section 8 of this Plan.

         3.2  Participants.  Directors  receiving  Director Stock Options under
this Plan are collectively hereinafter referred to as "Participants."

Section 4. Shares Subject to the Plan. The aggregate  number of shares which may
be  issued  under the Plan is  100,000  Common  Shares.  If any  option  granted
pursuant  to the Plan  shall  expire or  terminate  for any  reason  other  than
surrender of the option  pursuant to the exercise of the option,  such number of
shares  covered by that  option  shall again be  available  for grant under this
Plan.

Section 5. Effective  Date and Term of Plan.  This Plan shall be effective as of
October 1, 1996. This Plan shall remain in effect for a period of ten (10) years
from  the  effective  date,  or until  terminated  by the  Board  of  Directors,
whichever occurs first.


Section 6. Option  Exercise  Price.  The  exercise  price of the options  issued
pursuant to this Plan ("Option Exercise Price") shall be at a fixed price of One
Dollar ($1.00) per share subject to the option.

Section 7. Option  Expiration  Date. The  "Expiration  Date" with respect to any
option or any portion  thereof  granted to a  Participant  under this Plan shall
mean the earliest of: (i) the date which is 10 years after the date on which the
option  is  granted;  or (ii) the date  which is 6 months  after the date of the
Participant's  death. All rights to purchase Common Shares pursuant to an option
and all rights to exercise  the option  shall cease on the  option's  Expiration
Date.

Section 8.  Exercise of Options.  No option may be  exercised  by a  Participant
prior to the  date on  which he or she has  completed  6  continuous  months  of
association  as a director  of Company.  Subject to the  preceding  sentence,  a
Participant may exercise an option by giving written notice of exercise prior to
the option's  Expiration  Date to the  Secretary of the Company at the Company's
corporate headquarters. At the time of delivery of the notice, the full purchase
price of the shares purchased  pursuant to the exercise of the option,  together
with the amount required for state or federal withholding taxes, if any, arising
in connection with the purchase of such shares, shall be paid in cash.

Section 9. Compliance with Applicable Laws.  Notwithstanding any other provision
of this Plan,  the Company shall have no liability to issue any shares under the
Plan unless such issuance  complies with all applicable  laws and the applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any shares under this Plan, the Company may require a written  statement that
the recipient is acquiring the shares for  investment and not for the purpose or
intention  of  distributing  the  shares.  In the case of a  Participant  who is
subject to Section  16(a) and Section  16(b) of the  Exchange  Act, the Director
Option  Committee may, at any time, add such  conditions and  limitations to any
options  granted to a  Participant,  as the Director  Option  Committee,  in its
discretion,  deems  necessary  or  desirable  to comply with the  provisions  of
Section 16(a) or Section 16(b) and the rules and regulations  adopted thereunder
by the SEC or to obtain any exemption therefrom.

Section  10.  Transferability.  The  options  granted  under  this  Plan are not
transferable except by will or by the laws of descent and distribution.  Options
may be exercised  during the lifetime of the Participant only by the Participant
and after the death of the Participant only as provided in Section 3.1(d) above.

Section 11. Changes in Capitalization. Subject to the provisions of this Section
11, in the event of any change in the outstanding number of common shares of the
Company  by reason  of any  stock  dividend,  split,  recapitalization,  merger,
consolidation,  combination,  exchange  of  shares  or other  similar  corporate
change,  the  aggregate  number of shares  which shall be subject to the options
issued  under this Plan shall be  adjusted  appropriately.  Notwithstanding  the
preceding  sentence,  in no event  shall the option  price for a share of common
stock be adjusted below the par value of such shares,  nor shall any fraction of
a share of stock be issued upon the exercise of any option  granted  pursuant to
this Plan.

Section 12. Withholding Taxes.  Should current  regulations be amended in such a
manner as to subject  director fees to  withholding  requirements,  the Director
Option  Committee  shall,  at or prior to the  delivery  of any  certificate  or
certificates  for Company  Common  Shares  issued or  delivered  pursuant to the
exercise of an option issued under the Plan, require the Participant to remit to
the Company, in cash, an amount sufficient to satisfy  withholding  requirements
with respect to federal, state and local income and employment taxes.

Section 13.  Amendment,  Modification and Termination of Plan. The Board, at any
time  terminate  in any  respect,  amend or  modify  this  Plan.  No  amendment,
modification or termination of the Plan shall in any manner adversely affect the
rights of any Participant under any option previously granted.