AMENDMENT NO. 2 TO THE COMDISCO, INC.
                 1995 LONG-TERM STOCK OWNERSHIP INCENTIVE PLAN
                          DATED AS OF NOVEMBER 3, 1999

         The Board of Directors of Comdisco, Inc. hereby amends and modifies the
Comdisco,  Inc. 1995 Long-Term  Stock  Ownership  Incentive Plan (the "Plan") in
accordance  with  the  authority  granted  under  Section  25 of the  Plan.  The
Effective Date of this Amendment shall be as of November 3, 1999.

1.       Section 8 shall be revised to read as follows:

"8.NON-TRANSFERABILITY. Except for  those  assignments and transfers  that are
   approved by the Committee,  or as otherwise may be provided by the Committee,
   each Award  (other than  Restricted  Stock)  granted  hereunder  shall not be
   assignable  or  transferable  other than by will or the laws of  descent  and
   distribution;  provided, however, that a Grantee may (a) designate in writing
   a beneficiary  to exercise  his/her  Award after the Grantee's  death and (b)
   transfer an option (other than an Incentive Stock Option), Stock Appreciation
   Right or Performance  Unit to a revocable,  inter vivos trust as to which the
   Grantee is both the settlor  and  trustee,  and (c)  transfer an Award for no
   consideration  to  any of  the  following  permissible  transferees  (each  a
   "Permissible  Transferee"):  (w) any  member of the  Immediate  Family of the
   Grantee to whom such Award was granted,  (x) any trust solely for the benefit
   of the  Grantee  and  members  of the  Grantee's  Immediate  Family,  (y) any
   partnership or limited  liability  company whose only partners or members are
   the Grantee and members of the Grantee's  Immediate  Family, or (z) any other
   transferee approved by the Committee in advance of the transfer;  and further
   provided that: (i) the transfer of any Award shall not be effective on a date
   earlier than the date on which the Award is first exercisable as set forth in
   this Plan; (ii) any Permitted Transferee to whom an Award is transferred by a
   Grantee  shall not be  entitled  to  transfer  the  Award,  other than to the
   Grantee or by will or the laws of  descent  and  distribution;  and (iii) the
   Permitted  Transferee shall remain subject to all of the terms and conditions
   applicable to such Award prior to such transfer. For purposes of this Section
   8,  "Immediate  Family"  means,  with respect to a particular  Grantee,  such
   Grantee's spouse, children, stepchildren, grandchildren parents, stepparents,
   grandparents,    siblings,    mother-in-law,    father-in-law,    son-in-law,
   daughter-in-law,   brother-in-law,   and  sister-in-law,  and  shall  include
   relationships  arising from legal  adoption.  Each share of Restricted  Stock
   shall be  nontransferable  until such share  becomes  nonforfeitable  and the
   Restricted Period, if any, lapses."

2. Section 14 shall be revised to add the following sentence:

   "In the event of a  termination  of  employment  other  than for  Cause,  the
   Committee  in its  discretion  may extend the  period of time  following  the
   Grantee's  termination  of  employment  that  an  Award  could  otherwise  be
   exercised  to permit the exercise of any  unexercised  portion of an Award to
   the  extent  such  Award  was  exercisable  on  the  date  of  the  Grantee's
   termination of employment; provided however, that in no event may the term of
   any  Award  expire  or be  exercisable  more  than 15 years  (ten  years  for
   Incentive Stock Options) after the Grant Date of such Award."


<PAGE>


                             AMENDMENT NO. 1 TO THE
           COMDISCO, INC.1989 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                          DATED AS OF NOVEMBER 3, 1999


The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc. 1989  Non-Employee  Directors  Stock Option Plan (the "Plan") in
accordance  with  the  authority  granted  under  Section  10 of the  Plan.  The
Effective Date of this Amendment shall be as of November 3, 1999.

1.       Section 8 shall be amended by revising the first sentence of that
         section to read as follows:

         "Except for those  transfers that are approved by the Board,  or as may
         otherwise be provided by the Board,  options are not transferable other
         than by will or by the laws of  descent or  distribution,  and during a
         Director's  lifetime  are  exercisable  only  by  the  Director  or the
         Director's guardian or legal representative;  provided, however, that a
         Director may (a) designate in writing a beneficiary to exercise his/her
         option  after  the  Director's  death and (b)  transfer  an option to a
         revocable,  inter  vivos  trust as to which  the  Director  is both the
         settlor and trustee, and (c) transfer an option for no consideration to
         any of the  following  permissible  transferees  (each  a  "Permissible
         Transferee"): (w) any member of the Immediate Family of the Director to
         whom such option was  granted,  (x) any trust solely for the benefit of
         the Director and members of the Director 's Immediate  Family,  (y) any
         partnership or limited liability company whose only partners or members
         are the Director and members of the  Director 's Immediate  Family,  or
         (z) any  other  transferee  approved  by the  Board in  advance  of the
         transfer;  and further  provided  that:  (i) the transfer of any option
         shall not be  effective  on a date  earlier  than the date on which the
         option  is  first  exercisable  as set  forth  in this  plan;  (ii) any
         Permitted  Transferee  to whom an option is  transferred  by a Director
         shall  not be  entitled  to  transfer  the  option,  other  than to the
         Director or by will or the laws of descent and distribution;  and (iii)
         the Permitted  Transferee  shall remain subject to all of the terms and
         conditions  applicable  to such  option  prior  to such  transfer.  For
         purposes of this Section 8, "Immediate Family" means, with respect to a
         particular Director, such Director 's spouse,  children,  stepchildren,
         grandchildren    parents,    stepparents,    grandparents,    siblings,
         mother-in-law,      father-in-law,     son-in-law,     daughter-in-law,
         brother-in-law,  and  sister-in-law,  and shall  include  relationships
         arising from legal adoption."



<PAGE>


                             AMENDMENT NO. 1 TO THE
                      COMDISCO, INC. 1981 STOCK OPTION PLAN
                          DATED AS OF NOVEMBER 3, 1999

The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc.  1981 Stock  Option  Plan (the  "Plan") in  accordance  with the
authority  granted  under  Section 11 of the Plan.  The  Effective  Date of this
Amendment shall be as of November 3, 1999.

1.       Section 9 shall be amended by adding the following sentence immediately
         before the last sentence in that section:

         "Notwithstanding  the  foregoing  provisions  of this Section 9, if the
         participant's  employment  with the Company  terminates  for any reason
         other than for cause,  the Committee in its  discretion  may extend the
         period of time  following the  participant's  termination of employment
         that an option  could  otherwise be exercised to permit the exercise of
         any  unexercised  portion  of an option to the extent  such  option was
         exercisable   on  the  date  of  the   participant's   termination   of
         employment."

2.       Section 10 shall be amended by revising the first sentence of that 3
         section to read as follows:

         "Except for those  transfers  that are approved by the  Committee or as
         may   otherwise  be  provided  by  the   Committee,   options  are  not
         transferable  other  than  by  will  or  by  the  laws  of  descent  or
         distribution,  and during a participant's lifetime are exercisable only
         by  the   participant   or  the   participant's   guardian   or   legal
         representative; provided, however, that a participant may (a) designate
         in  writing  a  beneficiary  to  exercise   his/her  option  after  the
         participant's  death and (b) transfer an option to a  revocable,  inter
         vivos  trust as to  which  the  participant  is both  the  settlor  and
         trustee,  and (c) transfer an option for no consideration to any of the
         following  permissible  transferees (each a "Permissible  Transferee"):
         (w) any member of the Immediate  Family of the participant to whom such
         option  was  granted,  (x) any  trust  solely  for the  benefit  of the
         participant and members of the participant 's Immediate Family, (y) any
         partnership or limited liability company whose only partners or members
         are the participant and members of the participant 's Immediate Family,
         or (z) any other transferee approved by the Committee in advance of the
         transfer;  and further  provided  that:  (i) the transfer of any option
         shall not be  effective  on a date  earlier  than the date on which the
         option  is  first  exercisable  as set  forth  in this  plan;  (ii) any
         Permitted  Transferee to whom an option is transferred by a participant
         shall  not be  entitled  to  transfer  the  option,  other  than to the
         participant  or by will or the laws of descent  and  distribution;  and
         (iii) the Permitted Transferee shall remain subject to all of the terms
         and conditions  applicable to such option prior to such  transfer.  For
         purposes of this Section 10, "Immediate  Family" means, with respect to
         a  particular  participant,   such  participant  's  spouse,  children,
         stepchildren,   grandchildren   parents,   stepparents,   grandparents,
         siblings, mother-in-law,  father-in-law,  son-in-law,  daughter-in-law,
         brother-in-law,  and  sister-in-law,  and shall  include  relationships
         arising from legal adoption."




<PAGE>


                             AMENDMENT NO. 1 TO THE
                      COMDISCO, INC. 1987 STOCK OPTION PLAN
                          DATED AS OF NOVEMBER 3, 1999

The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc.  1987 Stock  Option  Plan (the  "Plan") in  accordance  with the
authority  granted  under  Section 11 of the Plan.  The  Effective  Date of this
Amendment shall be as of November 3, 1999.

1.       Section 9 shall be amended by adding the following sentence immediately
         before the last sentence in that section:

         "Notwithstanding  the  foregoing  provisions  of this Section 9, if the
         participant's  employment  with the Company  terminates  for any reason
         other than for cause,  the Committee in its  discretion  may extend the
         period of time  following the  participant's  termination of employment
         that an option  could  otherwise  be exercise to permit the exercise of
         any  unexercised  portion  of an option to the extent  such  option was
         exercisable   on  the  date  of  the   participant's   termination   of
         employment."

2.       Section 10 shall be amended by revising the first sentence of that
         section to read as follows:

         "Except for those  transfers  that are approved by the  Committee or as
         may   otherwise  be  provided  by  the   Committee,   options  are  not
         transferable  other  than  by  will  or  by  the  laws  of  descent  or
         distribution,  and during a participant's lifetime are exercisable only
         by  the   participant   or  the   participant's   guardian   or   legal
         representative; provided, however, that a participant may (a) designate
         in  writing  a  beneficiary  to  exercise   his/her  option  after  the
         participant's  death and (b) transfer an option to a  revocable,  inter
         vivos  trust as to  which  the  participant  is both  the  settlor  and
         trustee,  and (c) transfer an option for no consideration to any of the
         following  permissible  transferees (each a "Permissible  Transferee"):
         (w) any member of the Immediate  Family of the participant to whom such
         option  was  granted,  (x) any  trust  solely  for the  benefit  of the
         participant and members of the participant 's Immediate Family, (y) any
         partnership or limited liability company whose only partners or members
         are the participant and members of the participant 's Immediate Family,
         or (z) any other transferee approved by the Committee in advance of the
         transfer;  and further  provided  that:  (i) the transfer of any option
         shall not be  effective  on a date  earlier  than the date on which the
         option  is  first  exercisable  as set  forth  in this  plan;  (ii) any
         Permitted  Transferee to whom an option is transferred by a participant
         shall  not be  entitled  to  transfer  the  option,  other  than to the
         participant  or by will or the laws of descent  and  distribution;  and
         (iii) the Permitted Transferee shall remain subject to all of the terms
         and conditions  applicable to such option prior to such  transfer.  For
         purposes of this Section 10, "Immediate  Family" means, with respect to
         a  particular  participant,   such  participant  's  spouse,  children,
         stepchildren,   grandchildren   parents,   stepparents,   grandparents,
         siblings, mother-in-law,  father-in-law,  son-in-law,  daughter-in-law,
         brother-in-law,  and  sister-in-law,  and shall  include  relationships
         arising from legal adoption."




<PAGE>


                             AMENDMENT NO. 1 TO THE
                      COMDISCO, INC. 1991 STOCK OPTION PLAN
                          DATED AS OF NOVEMBER 3, 1999


The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc.  1991 Stock  Option  Plan (the  "Plan") in  accordance  with the
authority  granted  under  Section 11 of the Plan.  The  Effective  Date of this
Amendment shall be as of November 3, 1999.

1.       Section 9 shall be amended by adding the following sentence immediately
         before the last sentence in that section:

         "Notwithstanding  the  foregoing  provisions  of this Section 9, if the
         participant's  employment  with the Company  terminates  for any reason
         other than for cause,  the Committee in its  discretion  may extend the
         period of time  following the  participant's  termination of employment
         that an option  could  otherwise  be exercise to permit the exercise of
         any  unexercised  portion  of an option to the extent  such  option was
         exercisable   on  the  date  of  the   participant's   termination   of
         employment."

2.       Section 10 shall be amended by revising the first sentence of that
         section to read as follows:

         "Except for those  transfers  that are approved by the  Committee or as
         may   otherwise  be  provided  by  the   Committee,   options  are  not
         transferable  other  than  by  will  or  by  the  laws  of  descent  or
         distribution,  and during a participant's lifetime are exercisable only
         by  the   participant   or  the   participant's   guardian   or   legal
         representative; provided, however, that a participant may (a) designate
         in  writing  a  beneficiary  to  exercise   his/her  option  after  the
         participant's  death and (b) transfer an option to a  revocable,  inter
         vivos  trust as to  which  the  participant  is both  the  settlor  and
         trustee,  and (c) transfer an option for no consideration to any of the
         following  permissible  transferees (each a "Permissible  Transferee"):
         (w) any member of the Immediate  Family of the participant to whom such
         option  was  granted,  (x) any  trust  solely  for the  benefit  of the
         participant and members of the participant 's Immediate Family, (y) any
         partnership or limited liability company whose only partners or members
         are the participant and members of the participant 's Immediate Family,
         or (z) any other transferee approved by the Committee in advance of the
         transfer;  and further  provided  that:  (i) the transfer of any option
         shall not be  effective  on a date  earlier  than the date on which the
         option  is  first  exercisable  as set  forth  in this  plan;  (ii) any
         Permitted  Transferee to whom an option is transferred by a participant
         shall  not be  entitled  to  transfer  the  option,  other  than to the
         participant  or by will or the laws of descent  and  distribution;  and
         (iii) the Permitted Transferee shall remain subject to all of the terms
         and conditions  applicable to such option prior to such  transfer.  For
         purposes of this Section 10, "Immediate  Family" means, with respect to
         a  particular  participant,   such  participant  's  spouse,  children,
         stepchildren,   grandchildren   parents,   stepparents,   grandparents,
         siblings, mother-in-law,  father-in-law,  son-in-law,  daughter-in-law,
         brother-in-law,  and  sister-in-law,  and shall  include  relationships
         arising from legal adoption. "



<PAGE>


                             AMENDMENT NO. 1 TO THE
          COMDISCO, INC. 1992 LONG-TERM STOCK OWNERSHIP INCENTIVE PLAN
                          DATED AS OF NOVEMBER 3, 1999


         The Board of Directors of Comdisco, Inc. hereby amends and modifies the
Comdisco,  Inc. 1992 Long-Term  Stock  Ownership  Incentive Plan (the "Plan") in
accordance  with  the  authority  granted  under  Section  25 of the  Plan.  The
Effective Date of this Amendment shall be as of November 3, 1999.

1.       Section 8 shall be amended by revising the first sentence of that
         section to read as follows:

"8.NON-TRANSFERABILITY.  Except for those assignments and transfers that are
   approved by the Committee,  or as otherwise may be provided by the Committee,
   each Award  (other than  Restricted  Stock)  granted  hereunder  shall not be
   assignable  or  transferable  other than by will or the laws of  descent  and
   distribution;  provided, however, that a Grantee may (a) designate in writing
   a beneficiary  to exercise  his/her  Award after the Grantee's  death and (b)
   transfer an option (other than an Incentive Stock Option), Stock Appreciation
   Right or Performance  Unit to a revocable,  inter vivos trust as to which the
   Grantee is both (the  settlor and  trustee,  and (c) transfer an Award for no
   consideration  to  any of  the  following  permissible  transferees  (each  a
   "Permissible  Transferee"):  (w) any  member of the  Immediate  Family of the
   Grantee to whom such Award was granted,  (x) any trust solely for the benefit
   of the  Grantee  and  members  of the  Grantee's  Immediate  Family,  (y) any
   partnership or limited  liability  company whose only partners or members are
   the Grantee and members of the Grantee's  Immediate  Family, or (z) any other
   transferee approved by the Committee in advance of the transfer;  and further
   provided that: (i) the transfer of any Award shall not be effective on a date
   earlier than the date on which the Award is first exercisable as set forth in
   this plan; (ii) any Permitted Transferee to whom an Award is transferred by a
   Grantee  shall not be  entitled  to  transfer  the  Award,  other than to the
   Grantee or by will or the laws of  descent  and  distribution;  and (iii) the
   Permitted  Transferee shall remain subject to all of the terms and conditions
   applicable to such Award prior to such transfer. For purposes of this Section
   8,  "Immediate  Family"  means,  with respect to a particular  Grantee,  such
   Grantee's spouse, children, stepchildren, grandchildren parents, stepparents,
   grandparents,    siblings,    mother-in-law,    father-in-law,    son-in-law,
   daughter-in-law,   brother-in-law,   and  sister-in-law,  and  shall  include
   relationships  arising from legal  adoption.  Each share of Restricted  Stock
   shall be  nontransferable  until such share  becomes  nonforfeitable  and the
   Restricted Period, if any, lapses."

2. Section 14 shall be revised to add the following sentence:

         "In the event of a termination of employment  other than for Cause, the
         Committee in its discretion may extend the period of time following the
         Grantee's  termination of employment  that an Award could  otherwise be
         exercised to permit the exercise any unexercised portion of an Award to
         the extent  such  Award was  exercisable  on the date of the  Grantee's
         termination of employment;  provided however,  that in no event may the
         term of any Award  expire  or be  exercisable  more than 15 years  (ten
         years for Incentive Stock Options) after the Grant Date of such Award."


<PAGE>


                             AMENDMENT NO. 1 TO THE
          COMDISCO, INC. 1996 OUTSIDE DIRECTOR DEFERRED FEE OPTION PLAN
                          DATED AS OF NOVEMBER 3, 1999

The Board of  Directors  of  Comdisco,  Inc.  hereby  amends  and  modifies  the
Comdisco,  Inc. 1996 Outside  Director  Deferred Fee Option Plan (the "Plan") in
accordance  with  the  authority  granted  under  Section  13 of the  Plan.  The
Effective Date of this Amendment shall be as of November 3, 1999.

1.       Section 10 shall be amended by revising the first sentence of that
         section to read as follows:

         "Except for those  transfers  that are approved by the Director  Option
         Committee,  or as otherwise  provided by the Director Option Committee,
         the options granted under this Plan are not transferable except by will
         or by the laws of descent and distribution;  provided,  however, that a
         Participant  may (a)  designate  in writing a  beneficiary  to exercise
         his/her option after the Participant's death and (b) transfer an option
         to a revocable,  inter vivos trust as to which the  Participant is both
         the  settlor  and   trustee,   and  (c)   transfer  an  option  for  no
         consideration to any of the following  permissible  transferees (each a
         "Permissible  Transferee"):  (w) any member of the Immediate  Family of
         the  Participant to whom such option was granted,  (x) any trust solely
         for the benefit of the  Participant  and members of the  Participant 's
         Immediate  Family,  (y) any  partnership or limited  liability  company
         whose only partners or members are the  Participant  and members of the
         Participant 's Immediate Family,  or (z) any other transferee  approved
         by the  Director  Option  Committee  in  advance of the  transfer;  and
         further  provided  that:  (i) the  transfer of any option  shall not be
         effective  on a date earlier than the date on which the option is first
         exercisable as set forth in this plan; (ii) any Permitted Transferee to
         whom an option is transferred by a Participant shall not be entitled to
         transfer the option,  other than to the  Participant  or by will or the
         laws of descent and  distribution;  and (iii) the Permitted  Transferee
         shall remain subject to all of the terms and  conditions  applicable to
         such option  prior to such  transfer.  For purposes of this Section 10,
         "Immediate  Family"  means,  with respect to a particular  Participant,
         such  Participant  's  spouse,  children,  stepchildren,  grandchildren
         parents,   stepparents,    grandparents,    siblings,    mother-in-law,
         father-in-law,   son-in-law,   daughter-in-law,   brother-in-law,   and
         sister-in-law,  and shall  include  relationships  arising  from  legal
         adoption. "