COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS

SUMMARY COMPENSATION TABLE

The following table shows the compensation paid to (i) Jack Slevin, Chairman and
Chief  Executive  Officer during fiscal 1998 and (ii) the four other most highly
compensated  executive  officers of Comdisco  serving on September 30, 1998. The
persons  named in this table and in this  section are  referred to as the "Named
Executive Officers".

<TABLE>
<CAPTION>

                               Annual Compensation               Long-Term Compensation


                                                             Awards               Payouts
                                                           -----------   --------------------------
                                                           Securities
                                                           Underlying      Long-
       Name and                                            Options         Term      All Other
  Principal Position     Year      Salary        Bonus      (shares)   Incentive  Compensation <F1>
                                                                         Payouts
---------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>          <C>        <C>             <C>

Jack Slevin              1998      $550,000     $475,000     306,220    $764,350        $6,909
Chairman                 1997       550,000      440,000      58,850     831,000        14,111
and CEO                  1996       500,000      580,000     981,504     420,000         9,425

Nicholas K. Pontikes     1998       325,000      325,000     687,210     349,350         6,909
President and            1997       277,917      278,200      26,700     478,000        14,111
Chief Operating          1996       230,000      230,000     133,602     201,000         9,425
Officer

John C. Kenning <F2>     1998       267,000      267,000     195,020           0         6,909
Executive Vice           1997       268,808      286,200      24,970           0        14,111
President

William N. Pontikes      1998       230,000      230,000     240,710     339,350         6,909
Executive Vice           1997       220,000      268,200      26,700     473,000        14,111
President
                         1996       220,000      220,000     152,310     300,000         9,425

John J. Vosicky          1998       240,000      215,000     101,700     359,350         6,909
Executive Vice           1997       240,000      218,200      26,700     483,000        14,111
President
& Chief Financial        1996       240,000      200,000      84,888     225,000         9,425
Officer



<FN>
<F1> Amounts of "All Other  Compensation"  are amounts  contributed  by Comdisco
under the Comdisco  Retirement  Plan Trust  Agreement,  effective  April 1, 1998
(formerly  known as the Comdisco Profit Sharing Plan and Trust) and the Employee
Stock Ownership Plan.
<F2> Mr. Kenning became an Executive Officer of Comdisco in fiscal 1997.
</FN>
</TABLE>



<PAGE>


OPTION GRANTS IN LAST FISCAL YEAR

The following table presents additional information concerning the options shown
in the Summary Compensation Table for fiscal year 1998.

<TABLE>
<CAPTION>



                                                                                 Potential Realizable Value at
                                     Individual Grants                           Assumed Annual Rates of Stock
                                                                            Price Appreciation for Option Term
                  -------------------------------------------------------   ----------------------------------
                    Number of    % of Total
                   Securities     Options /
                   Underlying   SARs Granted
                    Options /   to Employees   Exercise or
       Name       SARs Granted    in Fiscal    Base Price    Expiration       0%         5%          10%
                       (#)          1998         ($/Sh)         Date
---------------   ------------   ----------    ----------    ---------      ----     ----------    ---------
<S>                  <C>              <C>         <C>        <C>             <C>       <C>        <C>

  Jack Slevin        55,050 <F1>       .64        $15.88      10/01/07       $-0-      $549,776   $1,393,240
                    192,000           2.00         17.25      02/01/08        -0-     2,082,899    5,278,475
                     59,170            .68         13.625     09/30/08        -0-       507,009    1,284,861


  Nicholas K.        55,050 <F1>       .64         15.88      10/01/07        -0-       549,776    1,393,240
  Pontikes          600,000           7.00         17.25      02/01/08        -0-     6,509,059   16,495,234
                     32,160            .37         13.625     09/30/08        -0-       275,569      698,346

  John C. Kenning    36,330 <F1>       .42         15.88      10/01/07        -0-       362,822      919,462
                    132,000           1.00         17.25      02/01/08        -0-     1,431,993    3,628,952
                     26,690            .31         13.625     09/30/08        -0-       228,698      579,566

  William N.         22,020 <F1>       .25         15.88      10/01/07        -0-       219,910      557,296
  Pontikes          192,000           2.00         17.25      02/01/08        -0-     2,082,899    5,278,475
                     26,690            .31         13.625     09/30/08        -0-       228,698      579,566

  John J. Vosicky    11,010 <F1>       .13         15.88      10/01/07        -0-       109,955      278,648
                     64,000            .74         17.25      02/01/08        -0-       694,300    1,759,492
                     26,690            .31         13.625     09/30/08        -0-       228,698      579,566

---------------------------------------------------------------------------------------------------------------


<FN>
<F1>  Reflects  options  issued  in lieu of cash  compensation  pursuant  to the
"Cash-to-Option  Alternative" election referenced in the Compensation  Committee
Report.

</FN>
</TABLE>

Comdisco  included  amounts under the columns labeled "5%" and "10%" pursuant to
certain  rules  promulgated  by the SEC and those  amounts  are not  intended to
forecast future appreciation, if any, in the price of the Comdisco common stock.
Such amounts are based on the assumption that the Named Executive  Officers hold
the options  granted for their full term.  The actual  value of the options will
vary in  accordance  with the market price of the  Comdisco  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,   and  any  increase   will  benefit  all   stockholders
proportionately.




<PAGE>


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END VALUE

The following  table contains  information  with respect to the Named  Executive
Officers  concerning the exercise of options during fiscal 1998 and  unexercised
options held as of the end of fiscal 1998.

<TABLE>
<CAPTION>

                                                         Total Number of Shares      Total Value of Unexercised,
                                                         Underlying Unexercised      in-the-Money Options Held at
                                                       Options Held at September        September 30, 1998  <F1>
                                                                30, 1998
                                                      -------------------------------------------------------------

                             Number of
                               Shares        Value
   Name                      Acquired on   Realized    Exercisable   Unexercisable   Exercisable    Unexercisable
                              Exercise
   -------------------        -------     ----------   ---------        -------      ----------     ----------
   <S>                        <C>         <C>          <C>              <C>          <C>            <C>

   Jack Slevin                547,946     $5,670,283   1,247,293        674,295      $8,502,071     $3,455,136
   Nicholas K. Pontikes       600,000             -0-    264,918        300,018       1,711,500      1,648,730
   John C. Kenning            182,788        684,722     126,968        260,760         659,317      1,220,969
   William N. Pontikes        380,624      2,814,438     132,495        170,193         697,037        617,748
   John J. Vosicky            127,478      1,019,459     346,075        106,831       2,818,419        300,874

</TABLE>


<F1> Based on the  closing  price of the  Comdisco  common  stock,  $13.625,  on
September 30, 1998.

LONG TERM INCENTIVE PLAN ("LTIP") AWARDS

The following table provides  information on the Performance Unit Awards granted
during the fiscal year ended  September 30, 1998 under the  Comdisco,  Inc. 1995
Long-Term Stock Ownership Incentive Plan to the Named Executive Officers.



<PAGE>


<TABLE>
<CAPTION>

                                                                              Estimated Future Payouts under
                                                                               Non-Stock Price-Based Plans  <F1>
                                                                          --------------------------------------
                              Performance or Other
                                    Number of   Period Until Maturation
Name                                  Units            or Payout           Threshold        Target       Maximum
--------------------                   ----        -----------------      -----------     ---------   ----------
<S>                                    <C>         <C>                        <C>          <C>        <C>
Jack Slevin                            366         September 30, 2000         $183,000     $366,000   $1,098,000
Nicholas K. Pontikes                   167         September 30, 2000           83,500      167,000      501,000
John C. Kenning                        155         September 30, 2000           77,500      155,000      465,000
William N. Pontikes                    167         September 30, 2000           83,500      167,000      501,000
John J. Vosicky                        167         September 30, 2000           83,500      167,000      501,000



<FN>

<F1> The target  performance  objective  is that  Comdisco's  total  shareholder
return,  which  is 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 1, 1996 through September 30, 1999. The threshold  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.
</FN>
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Comdisco  and its  subsidiaries  have  transactions  in the  ordinary  course of
business  with  other  corporations  of which  certain  Comdisco  directors  are
executive  officers.  Comdisco  does not consider  the amounts  involved in such
transactions  to be material in relation to its business and believes  that such
amounts are not material in relation to the business of such other  corporations
or the interests of the directors involved.

Mr.  Kraemer is President and Director of Baxter  International,  Inc. In fiscal
1998,  Comdisco received  approximately  $681,000 per quarter in rental payments
for  computer  related  equipment  leased to Baxter  Healthcare  Corporation,  a
subsidiary of Baxter International, Inc.

Mr.  Patrick is an Executive  Vice  President  of Merrill  Lynch & Co. In fiscal
1998,  Merrill Lynch & Co. acted as one of Comdisco's  agents in connection with
the sale of Comdisco's  medium term notes and served as one of the  underwriters
of Comdisco's debt offerings.  Merrill Lynch & Co. also acted as a dealer in the
sale of Comdisco's domestic  commercial paper. In addition,  Merrill Lynch Group
Employee  Services,  a division of Merrill  Lynch and Co., has agreed to perform
various   services   in   connection   with  the   implementation   and  ongoing
administration  of Comdisco's  U.S. and  International  Employee  Stock Purchase
Plans.

Mr. Andreini is Director,  President and Chief  Executive  Officer of InterWorld
Corporation.  In January, 1998, Comdisco caused a $1,600,000 Letter of Credit to
be renewed on behalf of InterWorld for one year ending January, 1999. On October
7, 1998,  Comdisco  entered into a Loan and Security  Agreement with  InterWorld
Corporation  for an  $11,000,000  line  of  credit.  As of  December  15,  1998,
$4,000,000  was  outstanding  under the line of credit,  which bears interest at
10%.  Comdisco  also  received  approximately  $125,000  per  quarter  in rental
payments in fiscal 1998 for computer  related  equipment  leased to  InterWorld.
Comdisco has also invested a total of $2,225,000 in InterWorld  preferred  stock
representing  3.1% of the  outstanding  equity  in  InterWorld,  and also  holds
warrants to purchase additional stock in InterWorld.

During fiscal 1998, Comdisco made a personal loan in an aggregate amount of $2.1
million to Mr.  Slevin.  The loan was  evidenced  by an  unsecured  demand  note
bearing interest at the LIBOR rate plus 125 basis points.