COMPENSATION AND BENEFITS

Executive Officer Compensation
Summary Compensation Table

     The  following  table  sets  forth  certain  information  with  respect  to
compensation   for  services  in  all  capacities   paid  by  Comdisco  and  its
subsidiaries  for the past  three  years,  to or on behalf  of (i) Jack  Slevin,
President and Chief Executive  Officer,  (ii) each of the four other most highly
compensated  Executive  Officers of Comdisco  serving on September 30, 1996, and
(iii) Robert  Bardagy,  who was not serving as an Executive  Officer on the last
day of the fiscal year.
<TABLE>
<CAPTION>


                                                                                        Long-Term Compensation
                                                                            ------------------------------------
                                          Annual Compensation                       Awards               Payouts
                                 ---------------------------------------    ------------------------    --------

                                                                                          Securities
                                                                            Restricted    Underlying   Long-Term      All Other
Name and Principal                                          Other Annual         Stock       Options   Incentive   Compensation
  Positions                      Year    Salary     Bonus   Compensation<F1>    Awards       (Shares)   Payouts      <F1><F2>
------------------------------   ----    ------     -----   --------------   ---------    ----------   ---------   ------------
<S>                              <C>     <C>        <C>        <C>              <C>          <C>       <C>           <C>         


Jack Slevin...................   1996    $500,000   $580,000   $-0-            $-0-          $327,169  $ 420,000     $9,425
Chairman, President...........   1995     400,000    401,000    -0-             -0-           132,980                 6,074
and CEO.......................   1994     350,000    450,000    -0-             -0-           187,500                 5,643

Alan J. Andreini .............   1996     200,000    200,000    -0-             -0-            43,245    225,000      9,425
Executive Vice President .....   1995     200,000    200,000    -0-             -0-           211,906                43,392<F2>
                                 1994     225,000    275,800    -0-             -0-                -0-                5,643

Nicholas K. Pontikes .........   1996     230,000    230,000    -0-             -0-            24,534    201,000      9,425
Executive Vice President .....   1995     230,000    230,000    -0-             -0-            68,308                 6,074
                                 1994     200,000    385,000    -0-             -0-            37,500                 5,643

William N. Pontikes  .........   1996     220,000    220,000    -0-             -0-            30,771    300,000      9,425
Executive Vice President .....   1995     225,000    230,000    -0-             -0-            87,864                 6,074
                                 1994     250,000    251,000    -0-             -0-                -0-                5,643

John J. Vosicky...............   1996     240,000    200,000    -0-             -0-            18,297    225,000      9,425
Executive Vice President .....   1995     235,000    235,000    -0-             -0-            53,365                 6,074
& Chief Financial Officer  ...   1994     225,000    276,000    -0-             -0-                -0-                5,643

Robert A. Bardagy ............   1996     533,128    218,750    -0-             -0-            18,090    420,000      9,425
Executive Vice President .....   1995     365,000    365,000    -0-             -0-            52,747                 6,074
through 4/30/96 ..............   1994     350,000    509,000    -0-             -0-                -0-                5,643

<FN>

<F1> Amounts of All Other Compensation are amounts contributed by Comdisco under
     Comdisco's  Profit  Sharing  and  Employee  Stock  Ownership  Plans for the
     persons named above
<F2> Includes $6,074 in Comdisco  contributions  to retirement plans as outlined
     in  footnote  (1)  above  and  $37,318  paid  pursuant  to the terms of the
     Comdisco  Financial  Services,  Inc. Residual  Incentive  Compensation Plan
</FN>
</TABLE>



<PAGE>




Option Grants in Last Fiscal Year

     The following  table sets forth certain  information  with respect to stock
option  grants  made to named  executive  officers  during the fiscal year ended
September 30, 1996.
<TABLE>
<CAPTION>


                                                                                            Potential Realizable Value
                                                                                               at Assumed Annual Rates
                                                                                            of Stock Price Appreciation
                                        Individual Grants                                      for Option Term
                    ---------------------------------------------------------------     ---------------------------------  
                                                        
                      Number of     % of Total
                     Securities   Options/SARs    Exercise     Grant
                     Underlying     Granted to     or Base      Date
                   Options/SARs   Employees in       Price    Market    Expiration
Name                Granted (#)    Fiscal Year       ($/Sh)    Price          Date          0%           5%           10%
----               ------------   ------------    --------    ------    ----------        ---   ----------  ------------ 
<S>                <C>            <C>             <C>         <C>       <C>                <C>          <C>          <C>
Jack Slevin            275,000             9.7      $24.000  $24.000      07/22/06        $ 0   $4,149,268  $ 10,514,231
                        20,984             0.7       28.875   28.875      09/29/06        $ 0      380,924       965,259  
                        31,185             1.0       28.875   28.875      09/29/06        $ 0      566,103     1,434,503

Alan J. Andreini        12,060             0.4       28.875   28.875      09/29/06        $ 0      218,926       554,757
                        31,185             1.0       28.875   28.875      09/29/06        $ 0      566,103     1,434,503

Nicholas K. Pontikes    12,060             0.4       28.875   28.875      09/29/06        $ 0      218,926       554,757
                        12,474             0.4       28.875   28.875      09/29/06        $ 0      226,441       573,801

William N. Pontikes     12,060             0.4       28.875   28.875      09/29/06        $ 0      218,926       554,757
                        18,711             0.7       28.875   28.875      09/29/06        $ 0      339,662       860,702

John J. Vosicky         12,060             0.4       28.875   28.875      09/29/06        $ 0      218,926       554,757
                         6,237             0.2       28.875   28.875      09/29/06        $ 0      113,221       286,901

Robert A. Bardagy       18,090             0.6       28.875   28.875      09/29/06        $ 0      328,389       832,136

</TABLE>


     The amounts  under the columns  labeled  "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the SEC and are not intended to
forecast  future  appreciation,  if any, in the price of the Common Stock.  Such
amounts  are based on the  assumption  that the named  persons  hold the options
granted  for their  full  term.  The actual  value of the  options  will vary in
accordance with the market price of the Common Stock.  The column headed "0%" is
included to  demonstrate  that the options were granted at fair market value and
optionees  will not  recognize  any gain without an increase in the stock price,
which increase benefits all stockholders commensurately.

     Based upon the price of the Common Stock and the total  shares  outstanding
as of the date of grant, if the price of the Common Stock increased at the 5% or
10% rates  shown in the  table  above,  stockholders  as a group  would  realize
aggregate  gains  (excluding  dividends)  in the amounts  shown above during the
period from grant date to the option expiration date.


Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Value

     The  following  table  sets  forth  information  with  respect to the named
executive officers in the Summary  Compensation Table concerning the exercise of
options during the last fiscal year and  unexercised  options held as of the end
of the last fiscal year.
<PAGE>
<TABLE>
<CAPTION>


                                                          Total Number of                 Total Value of
                                                         Shares Underlying                  Unexercised,
                                                        Unexercised Options             in-the-Money Options
                                                    Held at September 30, 1996     Held at September 30, 1996 <F1>
                                                    --------------------------     -------------------------------
                         Number of
                            Shares
                          Acquired       Value
Name                   on Exercise    Realized       Exercisable   Unexercisable    Exercisable       Unexercisable
----                   -----------    --------       -----------   -------------    -----------       -------------
<S>                    <C>            <C>             <C>          <C>              <C>               <C>

Jack Slevin                      0    $      0           132,732         568,995     $2,005,689          $5,033,063
Alan J. Andreini                 0           0           107,464         233,620      1,544,450           2,824,066
Nicholas K. Pontikes             0           0            22,095         108,247        284,920           1,273,237
William N. Pontikes              0           0            27,854          90,781        362,223             719,494
John J. Vosicky             59,063     555,488            65,126          91,288        940,479           1,188,052
Robert A. Bardagy                0           0            65,651          89,937        942,547           1,181,133

<FN>

<F1> Based on the closing price of the Common Stock, $28.875, on September 30, 
     1996
</FN>
</TABLE>


Long Term Incentive Plan ("LTIP") Awards

     The following  table sets forth  information  with respect to the grants of
Performance Unit Awards under the Comdisco,  Inc. 1992 Long-Term Stock Ownership
Incentive  Plan to the named  executive  officers  during the fiscal  year ended
September 30, 1996. The target  performance  objective is that Comdisco's  Total
Shareholder  Return,  the sum of the stock  price  appreciation  plus  dividends
(reinvested),  be  ranked  at or above  the  sixtieth  percentile  of the  Total
Shareholder  Return of all companies in the S&P 500 for the period  running from
October 2, 1995, through September 30, 1998. The minimum  performance  objective
is a  fiftieth  percentile  ranking.  If the  actual  ranking  is less  than the
fiftieth percentile, no compensation will be paid under these awards.
<TABLE>
<CAPTION>


                                                                    Estimated Future Payouts under
                                                                      Non-Stock Price-Based Plans
                                                                  ----------------------------------

          (a)               (b)               (c)                   (d)          (e)          (f)
------------------------  --------   ------------------------    ----------   ---------   ----------
                                     Performance or Other
                            Number   Period Until Maturation
Name                      of Units   or Payment                  Threshold       Target      Maximum
----                      --------   -----------------------     ---------   ----------   ----------   
<S>                            <C>        <C>                   <C>          <C>          <C>
Jack Slevin                    366        September 30, 1998    $  183,000   $  366,000   $1,098,000
Alan J. Andreini               166        September 30, 1998        83,000      166,000      498,000
Robert A. Bardagy              250        September 30, 1998       125,000      250,000      750,000
Nicholas K. Pontikes           166        September 30, 1998        83,000      166,000      498,000
William N. Pontikes            166        September 30, 1998        83,000      166,000      498,000
John J. Vosicky                166        September 30, 1998        83,000      166,000      498,000
</TABLE>



                                           COMPENSATION COMMITTEE REPORT

Role of the Committee

     In 1993,  the Board of Directors  defined the scope of authority that would
be  delegated  to  the  non-employee  Directors  who  serve  as  members  of the
Compensation Committee.  Overall direction was given to this Committee to review
and approve  the  Company's  compensation  policies,  to ensure  that  Executive
Officers are rewarded appropriately for their contributions to Comdisco's growth
and profitability and to ensure that  compensation  policies support  Comdisco's
business objectives,  organization structure, culture and stockholder interests.
Specific  direction  was  given  to  determine  the  compensation  of the  Chief
Executive  Officer and to review and approve the  compensation  of the Executive
Officers of the Company.


Continuing Compensation Strategy

     During  fiscal year 1996,  the  Compensation  Committee  has  continued  to
evaluate  Comdisco's  compensation  plans in  accordance  with  the  Committee's
objectives of linking compensation to profit measures and increasing stockholder
value.  The senior  management team continues to be compensated in the following
manner, as originally suggested by outside compensation consultants in 1994. The
total  compensation  for the  Chief  Executive  Officer  and  certain  Executive
Officers is comprised of the following components:  (i) base salary, (ii) annual
incentive (cash and stock options) based on Company pre-tax earnings  objectives
and  (iii)  long  term  performance  units  based  on Total  Shareholder  Return
objectives. Each of the foregoing components constituted approximately one-third
of the executive's total  compensation.  Thus,  approximately  two-thirds of the
executive's  compensation is subject to both Company performance and stockholder
returns.

     During 1996, the Compensation  Committee hired an independent  compensation
consulting  firm to analyze and report to the  Committee on possible  strategies
for Chief Executive  Officer  compensation.  This evaluation  confirmed that the
existing strategy of placing a majority of the executive's  compensation at risk
subject  to the  attainment  of  company  and  shareholder  returns  was a sound
practice.


Chief Executive Officer Compensation

     1996  Fiscal  Year.  Jack  Slevin's  compensation  package  for fiscal 1996
reflects the Committee's  strategy of placing a majority of the  compensation at
risk subject to the attainment of pre-tax  earnings goals and longer-term  Total
Shareholder  Return  goals.  The Company had an  employment  agreement  with Mr.
Slevin which provided for a base salary of $550,000 for fiscal 1996. Annual cash
incentive  compensation for Mr. Slevin was equal to 1% of Comdisco's 1996 fiscal
year  pre-tax  earnings  between $130 million and $175 million and 2% of pre-tax
earnings in excess of $175 million. The amount of annual cash incentive payments
can be found in the Summary Compensation Table. Mr. Slevin also earned an annual
stock  option  award  which was based upon the  attainment  of pre-tax  earnings
objectives for fiscal 1996.  Pursuant to this award,  Mr. Slevin received 20,984
option  shares at $28.875  (the  closing  price of  Comdisco's  Common  Stock on
September 30, 1996). For the long term  perspective,  Mr. Slevin was granted 366
Performance  Units under the  Comdisco,  Inc.  1992  Long-Term  Stock  Ownership
Incentive Plan. The performance period and performance  objectives are set forth
in the Long-Term  Incentive Plan ("LTIP") Awards section above. To further align
Mr. Slevin's interests with those of the Company's  stockholders,  the Committee
offered Mr. Slevin the right to forego cash  compensation  in exchange for stock
options.  Under this  "Cash-to-Option  Alternative" Mr. Slevin elected to forego
$150,000 in cash compensation.  In return, Mr. Slevin received a stock option to
acquire  45,363 shares at the closing  price of  Comdisco's  Common Stock on the
date such election was made ($19.83).

     1997 Fiscal  Year.  As noted  above,  the  Compensation  Committee  hired a
compensation  consulting firm to review the current  compensation package of Mr.
Slevin and to  recommend  any  possible  new  strategies.  The  consulting  firm
utilized three sets of competitive data using 1995 proxy statements to determine
the  compensation  practices of selected  companies based on their similarity to
Comdisco relative to revenues,  net income and market  capitalization.  Based on
this  engagement,  the  Compensation  Committee  approved  an  amendment  to Mr.
Slevin's  employment  agreement  that would bring him in line with the median of
these  three  comparison  groups.  Mr.  Slevin's  base salary was  increased  to
$600,000 for fiscal 1997. The Committee  increased the pre-tax  earnings targets
for 1997 such that Mr. Slevin's annual cash incentive compensation will be equal
to 1% of Comdisco's 1997 fiscal year pre-tax  earnings  between $150 million and
$200 million and 2% of pre-tax  earnings in excess of $200 million.  On July 23,
1996, the Stock Option Committee granted Mr. Slevin an option to acquire 275,000
shares of Comdisco  Stock at $24.00,  which was the closing  price on that date.
Mr. Slevin also  received a restricted  stock award of 60,000 shares of Comdisco
stock which will vest upon the earlier of five years or Mr. Slevin's  retirement
from full-time  employment  with  Comdisco.  Mr. Slevin will also earn an annual
stock  option award of 19,616  options if the Company  attains  certain  pre-tax
earnings  objectives for fiscal 1997.  The exercise  price of these options,  if
earned,  will be at the closing price of Comdisco's stock on September 30, 1997.
For the long term  perspective,  Mr.  Slevin was granted 366  Performance  Units
under the Comdisco,  Inc. 1992 Long-Term  Stock  Ownership  Incentive  Plan. The
performance  period and  performance  objectives  are set forth in the Long-Term
Incentive Plan ("LTIP")  Awards section above.  The Committee  again offered Mr.
Slevin the right to forego  cash  compensation  to be earned in 1997 in exchange
for stock options. Under this "Cash-to-Option  Alternative",  Mr. Slevin elected
to forego $150,000 in cash compensation.  In return, Mr. Slevin received a stock
option to acquire 31,185 shares at the closing price of Comdisco's  Common Stock
on the date such election was made ($28.875).


1996 Executive Officer Compensation

     During fiscal year 1996, the Company  entered into  incentive  compensation
agreements with certain of its Executive  Officers.  The agreements included the
following  elements which are similar to the components  discussed above for Mr.
Slevin: (i) base salary, (ii) annual incentive (cash and stock options) based on
Company pre-tax earnings  objectives and (iii) long term performance units based
on Total Shareholder Return objectives. The Executive Officers also participated
in the  "Cash-to-Option  Alternative"  under  which they had the right to forego
cash compensation in exchange for stock options.


Tax Considerations

     The  Compensation  Committee has continued to consider tax legislation that
precludes a publicly held  corporation  from taking a deduction for compensation
in excess of $1 million paid to its chief  executive  officer and its four other
highest  paid  executive   officers.   Certain   qualified   performance   based
compensation  is exempt from this deduction  limit.  In order to attempt to meet
the deductibility requirements, the Company received stockholder approval of the
1995  Long-Term  Stock   Ownership   Incentive  Plan  and  approval  of  certain
performance  goals  to  be  established  for  the  award  of  Performance  Units
thereunder.  It is  expected  that most,  if not all,  compensation  paid to the
Executive Officers will qualify as a tax deductible expense.

     Notwithstanding  the foregoing,  the Compensation  Committee  believes that
these tax law  requirements  may not always be consistent  with sound  executive
compensation  principles.  To  achieve  full  tax  deductibility,  the  tax  law
requirements  do not allow the  flexibility or discretion to respond to changing
market  conditions,  to  utilize  subjective  performance  factors  or to reward
extraordinary  performance of an unforseen  type.  Therefore,  the  Compensation
Committee  reserves the right to approve  nondeductible  compensation based upon
the circumstances at the time.

     This report has been provided by C. Keith  Hartley and Rick Kash, the
members of the Compensation Committee.