AMENDMENT TO EMPLOYEE AGREEMENT


     The  Compensation  Committee  of the Board of  Directors  has  reviewed and
approved  the  following  amendments  to the  Employment  Agreement  dated as of
October 20, 1994 between Comdisco, Inc. and John F. Slevin.

1.       INCENTIVE COMPENSATION

         The incentive  compensation as set forth in Section 4 of the Employment
Agreement shall be revised as follows for the 1998 fiscal year:

     (i) one percent (1%) of  Comdisco's  fiscal 1998 pre-tax  earnings  between
$190 million and $230 million,  and (ii) two percent (2%) of pre-tax earnings in
excess of $230 million.
         As an example,  if Comdisco  has pre-tax  earnings of  $240,000,000  in
fiscal 1997, the annual incentive compensation shall be $600,000.

2.       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 29,585  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%                    29,585
           230M                         80%                    23,668
           215M                         60%                    17,751
Less Than  215M                          0%                      -0-

<PAGE>

3.       LONG-TERM PERFORMANCE UNIT GRANT

     The Committee of the 1995 Long Term Stock  Ownership  Incentive Plan hereby
awards you with 366 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  Shareholders  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.

<PAGE>

4.       CASH 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 29th day of September, 1997.



---------------------------                      -------------------------------
On behalf of the Committee                       Jack Slevin



<PAGE>


                               ELECTION STATEMENT


     The undersigned hereby acknowledges  receipt of the Amendment to Employment
Agreement,  a copy of the 1995 Long-Term  Stock  Ownership  Incentive  Plan, and
copies of Comdisco's latest financial statements.

Performance Unit Method of Distribution

     Pursuant to Section 3, I elect the following method of distribution for any
Performance Units:

                   i) Cash Distribution ______________
                                        please initial

                  ii) Restricted Stock  ______________
                                        please initial



Cash to Option Conversion Alternative

     Pursuant to Section 4, I elect to convert the following  cash  compensation
components into stock options:

                    Base Salary                $50,000

                    Annual Cash Incentive      $50,000

                    Performance Units          $50,000


                                                 By:____________________________
                                                            Jack Slevin

                                                Date:___________________________