SEPARATION AGREEMENT

                              Nicholas K. Pontikes

         I, Nicholas K. Pontikes, am employed by Comdisco,  Inc. ("Comdisco") in
Rosemont,  Illinois, and have served as President and Chief Executive Officer of
Comdisco.  I was also elected as a Director of Comdisco on December 11, 1993 and
have served as a member of  Comdisco's  Board of Directors  since that date.  On
December  20,  2000,  I resigned as  President  and Chief  Executive  Officer of
Comdisco. Comdisco and I both agree and promise as follows:

1.0      Resignation Arrangements

         1.1  Resignation:  I  completed  my  resignation  from my  position  as
President  and Chief  Executive  Officer  effective  at the close of business on
December  20, 2000,  and I am no longer an officer of  Comdisco.  On February 1,
2001, I was re-elected by Comdisco shareholders as a Director of Comdisco, and I
intend to remain a Director  of  Comdisco  through my current  term ending on or
about February 1, 2004. I also completed my resignation  from any  subsidiaries,
affiliates  or  committees  of Comdisco  of which I was a  director,  officer or
member at the close of business on December 20, 2000.

         1.2 Comdisco  Foundation:  I am currently  serving as a Director and as
President of the Comdisco Foundation, a not-for-profit  organization. I agree to
continue  to  serve  as a  Director  of  the  Foundation,  and  (subject  to  my
re-election  by the Board of  Directors of the  Foundation)  as President of the
Foundation.  I understand that these positions do not include any  compensation.
Comdisco will support my re-election by the  Foundation's  Board of Directors as
President of the Foundation.

2.0      Transition Arrangements

         2.1 General:  In light of my resignation,  I have not been obligated to
report to work in my former job at Comdisco  since  December  20,  2000.  On and
after  December 20, 2000,  my  attendance  at  Comdisco's  offices  shall not be
required.

3.0      Payments

         3.1 Comdisco  shall pay me an amount equal to 2 1/2 weeks of annualized
cash  compensation  (which  includes  both my most recent base salary and target
bonus)  multiplied  by 8.5  (which is the  number of my years of  employment  at
Comdisco as of December 20,  2000).  My most recent  annualized  base salary and
target  bonus total  $1,200,000,  which  results in a weekly  amount of $23,077.
Therefore,  Comdisco agrees to pay me $490,386.00,  less any payments made to me
since December 20, 2000, and less required deductions, on or before May 1, 2001.
My  Comdisco   employment  will  be  considered   terminated  for  all  purposes
(including,  without limitation,  my Comdisco fringe benefits and stock options)
as of May 1, 2001.

         3.2 Comdisco will pay me $43,975.00  (less  required  deductions) on or
before May 1, 2001.  This amount was withheld  from my salary  during the period
from October 1, 2000 through  December 20, 2000. I will not  participate  in the
Fiscal 2001 Cash-to-Stock Option Alternative program.

         3.3  Comdisco  will pay me $41,850  (less  required  deductions)  on or
before May 1, 2001.  This is the net payout amount to which I am entitled  under
the Long Term  Performance  Unit grant from Comdisco for the period from October
1, 1997  through  September  30,  2000.  Comdisco  and I agree that the unvested
portion of Stock Option Grant No. 990822 will be cancelled as of May 1, 2001.

         3.4 Except as specified in this  Paragraph 3, I will not be entitled to
any other salary, commission,  bonus, severance pay, vacation pay, personal time
pay, stock options,  performance  unit pay,  expense  reimbursement or any other
form of compensation in connection  with my Comdisco  employment  through May 1,
2000.

4.0      Return of Comdisco Property

         4.1 Comdisco  has  installed  certain  computer  equipment  and related
software in my home that is owned or licensed by  Comdisco.  I will be permitted
to  retain  and use such  equipment  and  software  in my home  while I remain a
Director  of  Comdisco,   subject  to  applicable  Comdisco  policies  regarding
equipment and software.

         4.2 In connection with my continued services to Comdisco as a Director,
I will be permitted to retain certain Comdisco documents and materials that have
been provided to me for this purpose. Upon completion of my services to Comdisco
as a Director, I agree to return such documents or materials to Comdisco.

5.0      Confidential Information

         5.1 I acknowledge that during my Comdisco employment, I have had access
to certain business,  financial and other information of Comdisco ("Confidential
Information") that must be maintained in strict confidence in order for Comdisco
to protect its business and its competitive position in the marketplace.  I will
not directly or indirectly  publish or disclose any Confidential  Information to
any  competitor  or other person  outside  Comdisco,  and I will not remove from
Comdisco premises or use for my own benefit or otherwise appropriate or copy any
Confidential Information,  except as otherwise provided herein. This shall apply
whether or not I developed the Confidential Information.

6.0      Waiver and Release

         6.1 I confirm that I am aware of my legal rights concerning my Comdisco
employment. I acknowledge that these arrangements equal more than those to which
I would be entitled under  Comdisco's  existing  policies.  I (for myself and my
heirs,  legal  representatives  and assigns) hereby waive, and generally release
Comdisco  (including any Comdisco subsidiary or other affiliated company and any
of their respective officers,  directors,  employees and agents) from, and agree
not to sue them for,  any claims or causes of action  (known or unknown)  that I
may have against them through the date of this Agreement.  This includes, but is
not limited to, any claims under any  federal,  state or local laws dealing with
employment or discrimination (e.g. Title VII of the Civil Rights Act of 1964 (as
amended) and the  Illinois  Human Rights Act) and any claims or causes of action
for personal  injuries  (e.g.,  defamation and wrongful  discharge) or breach of
contract,  relating to my employment and its  termination.  I confirm that to my
knowledge,  I have suffered no injuries or  occupational  diseases in connection
with my Comdisco  employment  that may be  compensable  under any state worker's
compensation laws.

         6.2 The  foregoing  waiver  and  release  will not  extend  to: (1) the
obligations  of  Comdisco  and  myself  reflected  in  this  Agreement;  (2) any
obligations  of Comdisco or any  related  entity,  as  contained  in  Comdisco's
by-laws, to indemnify me as a current or former officer or director of Comdisco;
and (3) any rights that I may have as a current or former officer or director to
indemnification  under any directors  and officers  insurance  policies,  or any
errors and omissions insurance  policies,  that may be maintained by Comdisco or
any related entity.

7.0      General

         7.1 By signing below, I acknowledge  that I have  thoroughly  read this
Agreement.  I  understand  that this  Agreement  supersedes  any written or oral
agreements that may be  inconsistent  with it. I understand that Comdisco denies
any  wrongdoing or liability to me. I have been given an  opportunity to consult
with anyone of my choice (including an attorney)  concerning this Agreement.  In
this regard,  Comdisco  will pay the  reasonable  fees and actual  out-of-pocket
expenses of my legal  advisers  (not to exceed  $25,000)  incurred in connection
with the negotiation of this Agreement,  which amount will be in addition to any
payments and benefits described elsewhere in this Agreement.

         7.2 I  agree  that  I  have  a full  understanding  of  the  terms  and
conditions of this Agreement,  and understand that the terms are complete, final
and binding upon me and upon Comdisco.  Comdisco and I agree that this Agreement
will be accepted by Comdisco in Illinois and will be governed by Illinois law. I
confirm that I have had adequate time in which to consider this agreement before
signing it. Finally, I certify that I am signing this Agreement voluntarily.

         7.3 No  amendments  to this  Agreement  may be made  except by  writing
signed by both  parties.  This  Agreement  shall have no effect on the continued
effectiveness  of the  Indemnification  Agreement  dated as of January 25, 2000,
between Comdisco and me, nor shall this Agreement affect any rights and benefits
afforded  to  me  by  Comdisco's   certificate  of   incorporation  or  by-laws.
Notwithstanding  this Agreement or any  termination of my employment by Comdisco
pursuant to this  Agreement or otherwise,  I shall be entitled to coverage under
the directors' and officers'  liability coverage  maintained by Comdisco,  as in
effect from time to time, to the same extent as other current or former officers
and directors of Comdisco.

         7.4 This  Agreement  may be signed in single or separate  counterparts,
each of which shall  constitute  an original  with the same effect as if each of
the parties had signed the same document.  All  counterparts  shall be construed
together and shall constitute one and the same instrument.

         7.5 Any notice or request specifically  provided for or permitted to be
given  under  this  Agreement  must be in  writing.  Notice may be served in any
manner,  including by  facsimile  or  nationally  recognized  overnight  courier
service,  but shall be deemed  delivered  and effective as of the time of actual
delivery thereof to the addressee.  For purposes of notice, the addresses of the
parties shall be as follows:

         If to Comdisco, to

                           Comdisco, Inc.
                           6111 North River Road
                           Rosemont, Illinois 60018
                           Attention: General Counsel
                           Telecopier: 847/518-5088

                  If to me, to

                           Nicholas K. Pontikes
                           1230 W. Altgeld
                           Chicago, IL  60614

Each party named above may change its address and that of its representative for
notice by the giving of notice thereof in the manner hereinabove provided.

         7.6 The failure of any party to insist upon strict  performance  of any
provision  hereof  shall  not  constitute  a  waiver  of,  or  estoppel  against
asserting,  the right to require  such  performance  in the future,  nor shall a
waiver or  estoppel  with  respect  to a later  breach  of a  similar  nature or
otherwise.

         7.7 If any provision of this Agreement is held invalid, such invalidity
shall not affect the other  provisions  hereof which can be given effect without
the invalid  provision,  and to this end the  provisions  of this  Agreement are
intended to be and shall be deemed severable.

         7.8 The headings in this  Agreement  are inserted for  convenience  and
identification only and are not intended to describe, interpret, define or limit
the scope, extent, or intent of this Agreement or any provision hereof.

         7.9 Each party has cooperated in the preparation of this Agreement.  As
a result,  this Agreement shall not be construed  against any party on the basis
that the party was the draftsperson.

         7.10     This Agreement is personal to me and may not be assigned by me
                  in any manner to any other person or entity.


SIGNATURE:        _________________________________________________
                                    Nicholas K. Pontikes

DATE SIGNED:      April ____, 2001.

         The undersigned  hereby certifies that the above-named  person appeared
before me,  signed this  document,  and  verified  that this  document was being
signed voluntarily.

                                                -------------------------------
                                                               Notary Public

                                              My Commission Expires:____________

ACCEPTED FOR COMDISCO, INC.

BY:      _____________________________________________________
                  C. Keith Hartley
                  Non-Employee Director of Comdisco, Inc.
                  Member, Compensation Committee, Board of Directors

DATE SIGNED:      April ____, 2001.