COMPENSATION AND AWARD AGREEMENT
                      FISCAL YEAR ENDING SEPTEMBER 30, 1998
                                      Name

         The  Compensation  Committee of the Board of Directors has reviewed and
approved  the  following   compensation   package  which  includes  a  grant  of
Performance  Units by the Committee of the Comdisco,  Inc. 1995 Long-Term  Stock
Ownership Incentive Plan (the "95 Plan").

1.       BASE SALARY

         Your annual base salary shall be $INSERT .


2.       ANNUAL CASH INCENTIVE POOL

         Comdisco will  establish a cash  incentive  pool based on the following
earnings goals:

                  2% x Pre-Tax Earnings between $190,000,000 and $229,999,999 5%
                  x Pre-Tax Earnings between $230,000,000 and $239,999,999

         Your share of this incentive pool share be INSERT%.

         Pre-Tax  Earnings will include any earnings or losses  attributable  to
extraordinary items.

     As an example,  if Comdisco has Pre-Tax Earnings of $240,000 in fiscal 1998
your annual cash incentive compensation would be $INSERT..


3.       ANNUAL STOCK OPTION INCENTIVE

         If Comdisco  achieves 1998 Pre-Tax  Earnings of $240 million,  you will
also be entitled to a stock option grant of INSERT  shares at the closing  price
on September  30, 1998.  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 $240 million, then the number
of shares granted will be based on the following:


         Pre-Tax Earnings           Percentage Grant          Adjusted Grant

                  $240M                     100%                    
                   230M                      80%                   
                   215M                      60%                   
        Less Than  215M                       0%                    

4.       LONG-TERM PERFORMANCE UNIT GRANT

         The  Committee  of  the  95  Plan  hereby  awards  you  with  INSERT  #
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, 1997 through  September 30, 2000 (the
"Performance Period").

         "Total  Shareholder  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>
<S>                               

   TSR % Rank in           Performance          x           Target Unit           =        Actual Unit
      S&P 500                   %                              Value                          Value
   -------------           -----------                      -----------                    -----------
  <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>
<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, 2000.

         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 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 TO 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, 1997

                  -        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 33 1/3% per year commencing 10/1/97




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

Dated this _____ day of September, 1997.




On behalf of the Committee                    John Vosicky