<PAGE>

                                                                     EXHIBIT 4.3

                _______________________________________________

                                COMDISCO, INC.

                                      and

                   CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                 Rights Agent

                            _______________________

                     Amended and Restated Rights Agreement

                              Dated as of _______


                _______________________________________________
<PAGE>

                              Table of Contents
<TABLE>
<CAPTION>

                                                                                                          Page
                                                                                                          ----
<S>          <C>                                                                                          <C>
Section 1.   Certain Definitions.......................................................................     3
Section 2.   Appointment of Rights Agent...............................................................     7
Section 3.   Issue of Rights Certificates..............................................................     7
Section 4.   Form of Rights Certificates...............................................................     9
Section 5.   Countersignature and Registration.........................................................     9
Section 6.   Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed,
               Lost or Stolen Rights Certificates......................................................    10
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights.............................    11
Section 8.   Cancellation and Destruction of Rights Certificates.......................................    12
Section 9.   Reservation and Availability of Capital Stock.............................................    13
Section 10.  Preferred Stock Record Date...............................................................    14
Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights...............    14
Section 12.  Certificate of Adjusted Purchase Price or Number of Shares................................    22
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power......................    22
Section 14.  Fractional Rights and Fractional Shares...................................................    24
Section 15.  Rights of Action..........................................................................    25
Section 16.  Agreement of Rights Holders...............................................................    25
Section 17.  Rights Certificate Holder Not Deemed a Stockholder........................................    26
Section 18.  Concerning the Rights Agent...............................................................    26
Section 19.  Merger or Consolidation or Change of Name of Rights Agent.................................    27
Section 20.  Duties of Rights Agent....................................................................    27
Section 21.  Change of Rights Agent....................................................................    29
Section 22.  Issuance of New Rights Certificates.......................................................    30
Section 23.  Redemption and Termination................................................................    30
Section 24.  Exchange..................................................................................    30
Section 25.  Notice of Certain Events..................................................................    32
Section 26.  Notices...................................................................................    32
Section 27.  Supplements and Amendments................................................................    33
Section 28.  Successors................................................................................    33
Section 29.  Determinations and Actions by the Board of Directors, etc.................................    33
Section 30.  Benefits of This Agreement................................................................    34
Section 31.  Severability..............................................................................    34
Section 32.  Governing Law.............................................................................    34
Section 33.  Counterparts..............................................................................    34
Section 34.  Descriptive Headings......................................................................    34
EXHIBIT A....................................................................................................
EXHIBIT B-1..................................................................................................
EXHIBIT B-2..................................................................................................
</TABLE>

                                       i
<PAGE>

                     AMENDED AND RESTATED RIGHTS AGREEMENT


     AMENDED AND RESTATED RIGHTS AGREEMENT, is dated as of _____, 2000 (the
"Agreement"), between COMDISCO, INC., a Delaware corporation (the "Company"),
and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability
company (the "Rights Agent"), and shall be effective as of the Redesignation (as
defined herein).

                              W I T N E S S E T H

     A.   On November 4, 1997, the Board of Directors of the Company adopted a
shareholder rights plan governed by the terms of a Rights Agreement (the
"Original Rights Agreement") and authorized and declared a dividend distribution
of one Right for each share of common stock, par value $0.10 per share, of the
Company (the "existing common stock") outstanding at the close of business on
November 17, 1997 (the "Record Date"), and has authorized the issuance of one
Right (as such number may be hereinafter adjusted pursuant to Section 11(i) or
11(p) hereof) for each share of existing common stock of the Company issued
between the Record Date (whether originally issued or delivered from the
Company's treasury) and the Distribution Date and, in certain circumstances
provided in Section 22 hereof, after the Distribution Date, each Right initially
representing the right to purchase one one-thousandth of a share of Series C
Junior Participating Preferred Stock, par value $0.10 per share (the "Series C
Preferred Shares"), of the Company having the rights, powers and preferences set
forth in the Exhibit A attached hereto, upon the terms and subject to the
conditions hereinafter set forth (the "Original Rights").

     B.  On April 20, 2000, the shareholders of the Company approved certain
amendments to the Company's Amended and Restated Articles of Incorporation (as
so amended, the "Restated Charter") authorizing the issuance of Comdisco, Inc.
-- Ventures Stock (the "Ventures Stock") as a new series of common stock and
redesignating (the "Redesignation") each share of existing common stock as one
share of Comdisco, Inc. -- Comdisco Stock (the "Comdisco Stock"). On
_____________, 2000 ("Redesignation Date") the Board of Directors adopted this
amendment and restatement of the Original Agreement effective upon the
Redesignation (as so amended and restated, the "Agreement") and, conditioned
upon and simultaneously with the Redesignation, redesignated each Original Right
as a Comdisco Right and authorized the issuance of one Comdisco Right and one
Ventures Right with respect to each share of Comdisco Stock and Ventures Stock,
respectively, that shall become outstanding (i) after the Redesignation Date and
before the earliest of the Distribution Date, the Redemption Date and the Final
Expiration Date (as such terms are defined in Sections 3 and 7 hereof) or (ii)
after the Distribution Date but before the earlier of the Redemption Date or the
Final Expiration Date, if such Common Share became outstanding (A) upon the
exercise of a stock option, (B) pursuant to any employee plan or arrangement, or
(C) upon the conversion or exchange of a security which option, plan,
arrangement or security was granted, established or issued, as the case may be,
by the Company before the Distribution Date.

     Each "Comdisco Right", as so redesignated, will continue to represent the
right to purchase one one-thousandth of a Series C Preferred Share having the
rights and preferences set forth in Exhibit A hereto, and each "Ventures Right"
will represent the right to purchase one one-thousandth of a share of Series D
Junior Participating Preferred Stock, par value $0.10 per share (the "Series D
Preferred Shares"), of the Company having the rights and preferences set forth
in the Restated Charter, which is attached as Exhibit A hereto, in each such
case upon the terms and subject to the conditions herein set forth.

                                       2
<PAGE>

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

          (a)(i) Except as provided in Clause (ii), "Acquiring Person" shall
mean any Person who or which, together with all Affiliates and Associates of
such Person, shall be the Beneficial Owner of shares representing 15% or more of
the total Voting Rights of all Common Stock then outstanding, but shall not
include (A) the Company, (B) any Subsidiary of the Company, (C) any employee
benefit plan of the Company or of any Subsidiary of the Company, (D) any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan or (E) any Person who has reported or is required to report
such ownership (but less than 25%) on Schedule 13G under the Exchange Act(or any
comparable or successor report) or on Schedule 13D under the Exchange Act (or
any comparable or successor report) which Schedule 13D does not state any
intention to or reserve the right to control or influence the management or
policies of the Company or engage in any of the actions specified in Item 4 of
such Schedule (other than the disposition of Common Stock and, within 10
Business Days of being requested by the Company to advise it regarding the same,
certifies to the Company that such Person acquired shares representing in excess
of 14.9% of the total Voting Rights of all Common Stock then outstanding,
inadvertently or without knowledge of the terms of the Rights and who, together
with all Affiliates and Associates, thereafter does not acquire additional
shares of Common Stock while the Beneficial Owner of shares representing 15% or
more of the total Voting Rights of all Common Stock then outstanding, provided,
however, that if the Person described in this clause (E) requested to so certify
fails to do so within 10 Business Days, then such Person shall become an
Acquiring Person immediately after such 10 Business Day Period.

     (ii) None of the following shall be considered an "Acquiring Person":

          (A)  any Person (an "Existing Holder") who, at the Redesignation Date,
               together with all Affiliates and Associates of such Existing
               Holder, is the Beneficial Owner of shares representing 20% or
               more of the total Voting Rights of all Common Stock then
               outstanding, until such time as such Existing Holder or any
               Affiliate or Associate of such Existing Holder shall become the
               Beneficial Owner of any additional shares of Common Stock or any
               other Person who is the Beneficial Owner of any such shares shall
               become an Affiliate or Associate of such Existing Holder, if
               after giving effect to such additional shares or the shares
               beneficially owned by such other Person, such Existing Holder,
               together with all Affiliates and Associates of such Existing
               Holder, shall be the Beneficial Owner of shares representing 30%
               or more of the total Voting Rights of all Common Stock then
               outstanding;

          (B)  any Person (a "Passive Holder," which term shall include any
               Existing Holder) who, solely as a result of either (1) a
               reduction in the number of shares of any series Common Stock
               outstanding due to the repurchase of Common Stock by the Company
               or (2) any adjustment in the Voting Rights of the Ventures Stock
               in accordance with the provisions of the Company's Restated
               Charter ("Voting Rights Adjustment"), shall become, together with
               all Affiliates and Associates of such Passive Holder after such
               repurchase, the Beneficial Owner of shares representing 15% or
               more (30% or more, in the case of any Existing Holder) of the
               total Voting Rights of all Common Stock then outstanding, unless
               and until such time as such Passive Holder or any Affiliate or
               Associate of

                                       3
<PAGE>

               such Passive Holder shall become the Beneficial Owner of any
               additional shares of Common Stock or any other Person who is the
               Beneficial Owner of any shares of Common Stock shall become an
               Affiliate or Associate of such Passive Holder, if after giving
               effect to such additional shares or the shares beneficially owned
               by such other Person, such Passive Holder, together with all
               Affiliates and Associates of such Passive Holder, shall be the
               Beneficial Owner of shares representing 15% or more (30% or more,
               in the case of any Existing Holder) of the total Voting Rights of
               all Common Stock then outstanding. Each of the Existing Holder's
               successors in interest that would beneficially own, as a result
               of the transfer to such successor of any shares of Common Stock
               beneficially owned by an Existing Holder ("Existing Holder
               Shares"), shares representing 15% or more of the total Voting
               Rights of all Common Stock then outstanding shall be treated as
               an Existing Holder. An Existing Holder's successors in interest
               shall be (i) the beneficiaries (whether by testate or intestate
               succession) of the Existing Holder's estate and the trustee (in
               his fiduciary capacity) or beneficiary of any trust who obtains
               (by reason of the Existing Holder's death) beneficial ownership
               of any Existing Holder Shares (ii) the Existing Holder's estate,
               (iii) donees of the Existing Holder who are the Existing Holder's
               lineal descendants (including Persons adopted prior to attaining
               the age of 21 years) and the spouses of such lineal descendants
               (iv) Qualified Charitable Organizations, (v) trusts for the
               exclusive benefit of Persons listed in clauses (iii) and (iv)
               (including split interest trusts and the trustee (in his
               fiduciary capacity) of any such trust, (vi) partnerships, limited
               liability companies and corporations in which the Persons listed
               in clause (iii) are the exclusive partners, members or
               shareholders, as the case may be, and (vii) the Affiliates and
               Associates of the Persons listed in the foregoing clauses (i)
               through (vi); or

          (C)  any Person who shall have become an Acquiring Person solely as
               the result of either (1) an acquisition of Common Stock by the
               Company which, by reducing the number of shares outstanding,
               increases the proportionate number of shares beneficially owned
               by a Person to shares representing 15% or more of the total
               Voting Rights of all Common Stock of the Company then outstanding
               as determined above or (2) a Voting Rights Adjustment; provided,
               however, that if a Person becomes the Beneficial Owner of shares
               representing 15% or more of the Common Stock of the Company then
               outstanding (as determined above) solely by reason of purchases
               of the Common Stock by the Company or as a result of a Voting
               Rights Adjustment and shall, after such purchases by the Company
               on such Voting Rights Adjustment, become the Beneficial Owner of
               any additional shares of Common Stock by any means whatsoever,
               then such Person shall be deemed to be an Acquiring Person.

          (b) "Adverse Person" shall mean any Person declared to be an Adverse
Person by the Board of Directors upon determination that the criteria set forth
in Section 11(a)(ii)(B) apply to such Person; provided, however, that the Board
of Directors shall not declare any Existing Holder to be an Adverse Person;
provided, further, that the Board of Directors shall not declare any Person who
is the Beneficial Owner of shares representing 10% or more of the total Voting
Rights of all Common Stock of the Company to be an Adverse Person if such Person
has reported or is required to report such ownership on Schedule 13G under the
Exchange Act (or any comparable or successor report) or on Schedule 13D under
the Exchange Act (or any comparable or successor report) which Schedule 13D does
not state any intention to or reserve the right to control or

                                       4
<PAGE>

influence the management or policies of the Company or engage in any of the
actions specified in Item 4 of such Schedule (other than the disposition of
Common Stock) so long as such Person neither reports nor is required to report
such ownership other than as described in this proviso to Section 1(b).

          (c) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended and as in effect on the date of
this Agreement (the "Exchange Act").

          (d) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

          (i) which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has the right to acquire (whether such
     right is exercisable immediately or only after the passage of time)
     pursuant to any agreement, arrangement or understanding (whether or not in
     writing) or upon the exercise of conversion rights, exchange rights, other
     rights, warrants or options, or otherwise; provided, however, that a Person
     shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
     (A) securities tendered pursuant to a tender or exchange offer made by such
     Person or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, or (B) securities
     issuable upon exercise of Rights at any time prior to the occurrence of a
     Triggering Event, or (C) securities issuable upon exercise of Rights from
     and after the occurrence of a Triggering Event which Rights were acquired
     by such Person or any of such Person's Affiliates or Associates prior to
     the Distribution Date or pursuant to Section 3(a) hereof or Section 22
     hereof (the "Original Rights") or pursuant to Section 11(i) or 11(p) hereof
     in connection with an adjustment made with respect to any Original Rights;

          (ii) which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has the right to vote or dispose of or
     has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
     General Rules and Regulations under the Exchange Act), including pursuant
     to any agreement, arrangement or understanding, whether or not in writing;
     provided, however, that a Person shall not be deemed the "Beneficial Owner"
     of, or to "beneficially own," any security under this subparagraph (ii) as
     a result of an agreement, arrangement or understanding to vote such
     security if such agreement, arrangement or understanding: (A) arises solely
     from a revocable proxy given in response to a public proxy or consent
     solicitation made pursuant to, and in accordance with, the applicable
     provisions of the General Rules and Regulations under the Exchange Act, and
     (B) is not also then reportable by such Person on Schedule 13D under the
     Exchange Act (or any comparable or successor report); or

          (iii) which are beneficially owned, directly or indirectly, by any
     other Person (or any Affiliate or Associate thereof) with which such Person
     (or any of such Person's Affiliates or Associates) has any agreement,
     arrangement or understanding (whether or not in writing), for the purpose
     of acquiring, holding, voting (except pursuant to a revocable proxy as
     described in the proviso to subparagraph (ii) of this paragraph (d)) or
     disposing of any voting securities of the Company; provided, however, that
     nothing in this paragraph (d) shall cause a Person engaged in business as
     an underwriter of securities to be the "Beneficial Owner" of, or to
     "beneficially own," any securities acquired through such Person's
     participation in good faith in a firm commitment underwriting until the
     expiration of 40 days after the date of such acquisition.

                                       5
<PAGE>

          (e) "Business Day" shall mean any day other than a Saturday, Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

          (f) "Close of business" on any given date shall mean 5:00 P.M., New
York City time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding
Business Day.

          (g) "Comdisco Right" shall be the meaning set forth in Recital B of
this Agreement.

          (h) "Comdisco Stock" shall be the meaning set forth in Recital B of
this Agreement.

          (i) "Common Stock" when used in reference to the Company shall mean
shares of Comdisco Stock and/or Ventures Stock, as the context requires, or
other shares of capital stock of the Company into which Comdisco Stock or
Ventures Stock shall be re-classified or changed.  "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock of
such Person with the greatest voting power, or the equity securities or other
equity interest having power to control or direct the management, of such
Person.

          (j) "Current Market Price" shall have the meaning ascribed to such
term in Section 11(d) hereof.

          (k) "Person" shall mean any individual, firm, corporation, partnership
or other entity.

          (m) "Preferred Stock" shall mean the Series C Preferred Shares and/or
the Series D Preferred Shares, as the context requires, and, to the extent there
are not sufficient Series C Preferred Shares or Series D Preferred Shares
authorized to permit full exercise of the Rights, any other series of Preferred
Stock, par value $0.10 per share, of the Company designated for such purpose
containing terms substantially similar to the terms of Series C Preferred Shares
or Series D Preferred Shares, respectively.

          (n) "Qualified Charitable Organization" shall mean a charitable
organization described in all of Section 170(c), Section 2055(a) and Section
2522(a) of the Internal Revenue Code of 1986, as amended (or any successor or
substitute statute), contributions to which are deductible for United States
income, estate and gift tax purposes at the time of any transfer to or for the
benefit of or in trust for such organization.

          (o) "Section 11 Event" shall mean any event described in Section
11(a)(ii)(A) or (B).

          (p) "Section 13 Event" shall mean any event described in clauses (x),
(y) or (z) of Section 13(a) hereof.

          (q) "Series C Preferred Stock" shall have the meaning set forth in
Recital A of this Agreement.

                                       6
<PAGE>

          (r) "Series D Preferred Stock" shall have the meaning set forth in
Recital B of this Agreement.

          (s) "Stock Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by
the Company or an Acquiring Person that an Acquiring Person has become such.

          (t) "Subsidiary" shall mean, with reference to any Person, any
corporation of which an amount of voting securities sufficient to elect at least
a majority of the directors of such corporation is beneficially owned, directly
or indirectly, by such Person, or otherwise controlled by such Person.

          (u) "Triggering Event" shall mean any Section 11 Event or any Section
13 Event.

          (v) "Ventures Stock" shall have the meaning set forth in Recital B of
this Agreement a series of Common Stock registered with the Securities and
Exchange Commission (the "SEC") designated as such.

          (x) "Ventures Rights" shall have the meaning set forth in Recital B of
this Agreement.

          (y) "Voting Rights" when used with reference to the capital stock of,
or units of equity interest in, any Person shall mean the number of votes
entitled to be cast generally in the election of directors of such Person (if
such Person is a corporation) or to participate in the management and control of
such Person (if such Person is not a corporation).

     Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of Common Stock) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such Co-Rights Agents as it may deem necessary or
desirable.

     Section 3.  Issue of Rights Certificates.

          (a) Until the earliest of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date), (ii) the close of business on the tenth Business Day (or such
later date as the Board of Directors shall determine) after the date that a
tender or exchange offer by any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or of any Subsidiary of
the Company or any Person organized, appointed or established by the Company for
or pursuant to the terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) of the General Rules and Regulations under
the Exchange Act, if upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the total Voting Rights of all Common Stock
then outstanding or (iii) the close of business on the tenth Business Day after
the Board of Directors determines, pursuant to the criteria set forth in Section
11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of (i),
(ii) and (iii) being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b) of this
Section

                                       7
<PAGE>

3) by the certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for Common Stock shall be deemed
also to be certificates for their respective Rights) and not by separate
certificates, and (y) the Rights will be transferable only in connection with
the transfer of the underlying shares of the Common Stock (including a transfer
to the Company). As soon as practicable after the Distribution Date, the Rights
Agent will send by first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the close of business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or more
right certificates (the "Rights Certificates"), evidencing one Right for each
share of Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common Stock has
been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution
of the Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. As of and after the Distribution Date,
the Rights will be evidenced solely by such Rights Certificates.

          (b) With respect to certificates for the Comdisco Stock outstanding as
of the Redesignation Date, until the Distribution Date, the Rights will be
evidenced by such certificates for the Comdisco Stock and the registered holders
of the Comdisco Stock shall also be the registered holders of the associated
Rights. Until the earlier of the Distribution Date or the Expiration Date (as
such term is defined in Section 7 hereof), the transfer of any certificates
representing shares of Comdisco Stock in respect of which Rights have been
issued shall also constitute the transfer of the Rights associated with such
shares of Comdisco Stock.

          (c) Rights shall be issued in respect of all shares of Common Stock
which are issued (whether originally issued or delivered from the Company's
treasury) after the Redesignation Date but prior to the earlier of the
Distribution Date or the Expiration Date or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date.  Certificates representing
such shares of Common Stock shall also be deemed to be certificates for Rights,
and shall bear the following legend:

     This certificate also evidences and entitles the holder hereof to certain
     Rights as set forth in the Rights Agreement between Comdisco, Inc. (the
     "Company") and ChaseMellon Shareholder Services, L.L.C., dated as of
     November 17, 1997, as amended on _______ and from time to time further
     amended (the "Rights Agreement"), the terms of which are hereby
     incorporated herein by reference and a copy of which is on file at the
     principal offices of the Company. Under certain circumstances, as set forth
     in the Rights Agreement, such Rights will be evidenced by separate
     certificates and will no longer be evidenced by this certificate.  The
     Company will mail to the holder of this certificate a copy of the Rights
     Agreement, as in effect on the date of mailing, without charge promptly
     after receipt of a written request therefor. Under certain circumstances
     set forth in the Rights Agreement, Rights issued to, or held by, any Person
     who is, was or becomes an Acquiring Person or an Adverse Person or any
     Affiliate or Associate thereof (as such terms are defined in the Rights
     Agreement), whether currently held by or on behalf of such Person or by any
     subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Comdisco Stock represented by such certificates shall be
evidenced by such certificates alone and registered

                                       8
<PAGE>

holders of Comdisco Stock shall also be the registered holders of the associated
Rights, and the transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Comdisco Stock represented by such
certificates.

     Section 4.  Form of Rights Certificates.

          (a) The Rights Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall each be substantially
in the form set forth in Exhibit B-1 (in the case of a Comdisco Right) or
Exhibit B-2 hereto (in the case of a Venture Right) hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage.  Subject to the
provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of one one-thousandths
of a share of Preferred Stock as shall be set forth therein at the price set
forth therein (such exercise price per one one-thousandth of a share, the
"Purchase Price"), but the amount and type of securities purchasable upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section
22 hereof that represents Rights beneficially owned by (i) an Acquiring Person,
an Adverse Person or any Associate or Affiliate of an Acquiring Person or
Adverse Person, (ii) a transferee of an Acquiring Person or Adverse Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring
Person or Adverse Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person or Adverse Person
becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person or Adverse Person
to holders of equity interests in such Acquiring Person or Adverse Person or to
any Person with whom such Acquiring Person or Adverse Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights or (B)
a transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant
to Section 6 or Section 11 hereof upon transfer, exchange, replacement or
adjustment of any other Rights Certificate referred to in this sentence, shall
contain (to the extent feasible) the following legend:

          The Rights represented by this Rights Certificate are or were
     beneficially owned by a Person who was or became an Acquiring Person,
     Adverse Person or an Affiliate or Associate of an Acquiring Person or
     Adverse Person (as such terms are defined in the Rights Agreement).
     Accordingly, this Rights Certificate and the Rights represented hereby may
     become null and void in the circumstances specified in Section 7(e) of such
     Agreement.

     Section 5.  Countersignature and Registration.

          (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President or any Vice President, either
manually or by facsimile signature, and shall have affixed thereto the Company's
seal or a facsimile thereof which shall be

                                       9
<PAGE>

attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Rights Certificates shall be
countersigned by the Rights Agent, either manually or by facsimile signature,
and shall not be valid for any purpose unless so countersigned. In case any
officer of the Company who shall have signed any of the Rights Certificates
shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Rights Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person who signed
such Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Rights Certificate, shall be a
proper officer of the Company to sign such Rights Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an
officer.

          (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates issued
hereunder.  Such books shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights evidenced on its face
by each of the Rights Certificates and the date of each of the Rights
Certificates.

     Section 6.  Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

          (a) Subject to the provisions of Section 4(b), Section 7(e) and
Section 14 hereof, at any time after the close of business on the Distribution
Date, and at or prior to the close of business on the Expiration Date, any
Rights Certificate or Certificates (other than Rights Certificates representing
Rights that have been exchanged pursuant to Section 24 hereof) may be
transferred, split up, combined or exchanged for another Rights Certificate or
Certificates, entitling the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock (or, following a Triggering Event,
such Common Stock, other securities, cash or other assets, as the case may be)
as the Rights Certificate or Certificates surrendered then entitled such holder
(or former holder in the case of a transfer) to purchase.  Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the principal office or offices of the Rights
Agent designated for such purpose.  Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Rights Certificate or Certificates until the registered
holder shall have completed and signed the certificate contained in the form of
assignment set forth on the reverse side of such Rights Certificate and shall
have provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.  Thereupon the Rights Agent shall, subject to Sections
4(b), 7(e), 14 and 24 hereof, countersign and deliver to the Person entitled
thereto a Rights Certificate or Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Rights Certificates.

          (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental

                                      10
<PAGE>

thereto, and upon surrender to the Rights Agent and cancellation of the Rights
Certificate if mutilated, the Company will execute and deliver a new Rights
Certificate of like tenor to the Rights Agent for countersignature and delivery
to the registered owner in lieu of the Rights Certificate so lost, stolen,
destroyed or mutilated.

     Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.

          (a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of one one-thousandths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest of (i) the
close of business on November 17, 2007 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof, or
(iii), the time at which such Rights are exchanged pursuant to Section 24 hereof
(the earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
Date").

          (b) The Purchase Price for each one one-thousandth of a share of
Series C Preferred Stock pursuant to the exercise of a Comdisco Right shall
initially be $75 (as adjusted, the "Series C Purchase Price"). The Purchase
Price for each one one-thousandth of a share of Series D Preferred Stock
pursuant to the exercise of a Ventures Right shall initially be $180 (as
adjusted, the "Series D Purchase Price"). The Series C Purchase Price and the
Series D Purchase Price and shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be payable in accordance with
paragraph (c) below. References in this Agreement to the "Purchase Price" shall
mean the Series C Purchase Price and/or the Series D Purchase Price, as the
context requires.

          (c) Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase and the certificate on the reverse
side thereof duly executed, accompanied by payment, with respect to each Right
so exercised, of the Purchase Price per one one-thousandth of a share of
Preferred Stock (or other shares, securities, cash or other assets, as the case
may be) to be purchased as set forth below and an amount equal to any applicable
transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the shares of Preferred
Stock (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of one one-thousandths of a share of
Preferred Stock to be purchased, and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one one-
thousandths of a share of Preferred Stock as are to be purchased (in which case
certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, and (iv) after
receipt thereof, deliver such cash, if any, to or upon the

                                      11
<PAGE>

order of the registered holder of such Rights Certificate. The payment of the
Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
hereof) shall be made in cash or by certified bank check or bank draft payable
to the order of the Company. In the event that the Company is obligated to issue
other securities (including Common Stock) of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate. The Company reserves the right to require prior to the occurrence
of a Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

          (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to, or upon the order of, the registered
holder of such Rights Certificate, registered in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11 Event, any Rights beneficially
owned by (i) an Acquiring Person, an Adverse Person or an Associate or Affiliate
of an Acquiring Person or Adverse Person, (ii) a transferee of an Acquiring
Person or Adverse Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a
transferee of an Acquiring Person or Adverse Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person or Adverse Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person or Adverse Person to holders of equity interests in such Acquiring Person
or Adverse Person or to any Person with whom the Acquiring Person or Adverse
Person has any continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors of the Company
has determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action, and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise.  The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights Certificates
or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or Adverse Person or any of their respective
Affiliates, Associates or transferees hereunder.

          (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the Rights Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

     Section 8.  Cancellation and Destruction of Rights Certificates.  All
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions

                                      12
<PAGE>

of this Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Rights Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all cancelled Rights
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Rights Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

     Section 9.  Reservation and Availability of Capital Stock.

          (a) The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Preferred Stock
(and, following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Common Stock and/or other securities or out of any authorized
and issued shares of Common Stock held in its treasury), the number of shares of
Preferred Stock (and, following the occurrence of a Triggering Event, shares of
Common Stock and/or other securities) that, as provided in this Agreement
including Section 11(a)(iii) hereof, will be sufficient to permit the exercise
in full of all outstanding Rights.

          (b) So long as the shares of Preferred Stock (and, following the
occurrence of a Triggering Event, shares of Common Stock and/or other
securities) issuable and deliverable upon the exercise of the Rights may be
listed on any national securities exchange, the Company shall use its best
efforts to cause, from and after such time as the Rights become exercisable (but
only to the extent that it is reasonably likely that the Rights will be
exercised), all shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.

          (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11 Event on which the consideration to be delivered by the Company upon exercise
of the Rights has been determined pursuant to this Agreement (including in
accordance with Section 11(a)(iii) hereof), or as soon as is required by law
following the Distribution Date, as the case may be, a registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities, and (B) the
Expiration Date.  The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights. The Company
may temporarily suspend, for a period of time not to exceed ninety (90) days
after the date set forth in clause (i) of the first sentence of this Section
9(c), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective.  Upon any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect.  In
addition, if the Company shall determine that a registration statement is
required following the Distribution Date, the Company may temporarily suspend
the exercisability of the Rights until such time as a registration statement has
been declared effective.  Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained or the
exercise thereof shall not be permitted under applicable law or a registration
statement shall not have been declared effective.

                                      13
<PAGE>

          (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all one one-thousandths of a share of
Preferred Stock (and, following the occurrence of a Triggering Event, shares of
Common Stock and/or other securities) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares (subject to payment
of the Purchase Price), be duly and validly authorized and issued and fully paid
and nonassessable.

          (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Rights Certificates and
of any certificates for a number of one one-thousandths of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) upon the
exercise of Rights.  The Company shall not, however, be required to pay any
transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of a
number of one one-thousandths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name other than
that of, the registered holder of the Rights Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates for a number of
one one-thousandths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights Certificates at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.

     Section 10.  Preferred Stock Record Date.  Each person in whose name any
certificate for a number of one one-thousandths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares (fractional or otherwise) on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books of the Company
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a stockholder of the
Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

     Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. The Purchase Price, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

          (a)(i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Stock payable in shares
of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
the outstanding Preferred Stock into a smaller

                                      14
<PAGE>

number of shares, or (D) issue any shares of its capital stock in a
reclassification of the Preferred Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), except as otherwise provided in this Section 11(a)
and Section 7(e) hereof, the Purchase Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision, combination
or reclassification, and the number and kind of shares of Preferred Stock or
capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive, upon payment of the Purchase Price then in
effect, the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock transfer books of the
Company were open, he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs which would require an adjustment under
both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided
for in this Section 11(a)(i) shall be in addition to, and shall be made prior
to, any adjustment required pursuant to Section 11(a)(ii) hereof.

          (ii) In the event:

          (A)  any Person, at any time after the Rights Dividend Declaration
               Date, shall become an Acquiring Person, unless the event causing
               such Person to become an Acquiring Person is a transaction set
               forth in Section 13(a) hereof, or is an acquisition of shares of
               Common Stock pursuant to a tender offer or exchange offer for all
               outstanding shares of Common Stock at a price and on terms
               determined by at least a majority of the members of the Board of
               Directors who are not officers of the Company and who are not
               representatives, nominees, Affiliates or Associates of an
               Acquiring Person, after receiving advice from one or more
               investment banking firms, to be (a) at a price which is fair to
               stockholders (taking into account all factors which such members
               of the Board deem relevant, including, without limitation, prices
               which could reasonably be achieved if the Company or its assets
               were sold on an orderly basis designed to realize maximum value)
               and (b) otherwise in the best interests of the Company and its
               stockholders (a "Qualifying Offer"), or

          (B)  the Board of Directors of the Company shall declare any Person to
               be an Adverse Person, upon a determination that such Person,
               alone or together with its Affiliates and Associates, has, at any
               time after this Agreement has been filed with the Securities and
               Exchange Commission as an exhibit to a filing under the Exchange
               Act, become the Beneficial Owner of Common Stock which the Board
               of Directors of the Company determines to be substantial (which
               number of shares shall in no event represent less than that
               number of shares representing 10% or more of the total Voting
               Rights of all Common Stock of the Company then outstanding) and a
               determination by the Board of Directors of the Company, after
               reasonable inquiry and investigation, including consultation with
               such persons as such directors shall deem appropriate and
               consideration of such factors as are permitted by applicable law,
               that (a) such Beneficial Ownership by such Person is intended to
               cause the Company to repurchase the shares of Common Stock
               beneficially owned by such Person or to cause pressure on the
               Company to take action or enter into a transaction or series of
               transactions intended to provide such

                                      15
<PAGE>

               Person with short-term financial gain under circumstances where
               the Board of Directors determines that the best long-term
               interests of the Company would not be served by taking such
               action or entering into such transaction or series of
               transactions at that time or (b) such Beneficial Ownership is
               causing or reasonably likely to cause a material adverse impact
               (including, but not limited to, impairment of relationships with
               customers or impairment of the Company's ability to maintain its
               competitive position) on the business or prospects of the
               Company, on the Company's employees, customers or suppliers or on
               the communities in which the Company operates or is located,

then, promptly following the occurrence of any event described in Section
11(a)(ii)(A) or (B) hereof, proper provision shall be made so that each holder
of a Right (except as provided below and in Section 7(e) hereof) shall
thereafter have the right to receive, upon exercise thereof, at the then current
Purchase Price in accordance with the terms of this Agreement, in lieu of a
number of one one-thousandths of a share of Preferred Stock, such number of
shares of Comdisco Stock (in the case of a Comdisco Right) or Ventures Stock (in
the case of a Ventures Right) as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the then number of one one-
thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 11 Event, and (y)
dividing that product (which, following such first occurrence, shall thereafter
be referred to as the "Purchase Price" for each Right and for all purposes of
this Agreement) by 50% of the Current Market Price per share of the applicable
series of Common Stock (determined pursuant to Section 11(d) hereof) on the date
of such first occurrence (such number of shares, the "Adjustment Shares").

          (iii) In the event that the number of shares of Comdisco Stock or
Ventures Stock which are authorized by the Company's Restated Charter, but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights, are not sufficient to permit the exercise in full of the Comdisco
Rights or Venture Rights, as the case may be, in accordance with the foregoing
subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the
excess of (1) the value of the Adjustment Shares issuable upon the exercise of
each such Right (the "Current Value") over (2) the Purchase Price (such excess,
the "Spread"), and (B) with respect to each such Right, subject to Section 7(e)
hereof, make adequate provision to substitute for the Adjustment Shares, upon
the exercise of such Rights and payment of the applicable Purchase Price, (1)
cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity
securities of the Company (including, without limitation, shares, or units of
shares, of preferred stock, which the Board of Directors of the Company has
deemed to have essentially the same value or economic rights as shares of
Comdisco Stock or Ventures Stock, as applicable (such shares or units of shares
of preferred stock are referred to herein as "Common Stock Equivalents"), (4)
debt securities of the Company, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Current Value (less the amount
of any reduction in the Purchase Price), where such aggregate value has been
determined by the Board of Directors of the Company based upon the advice of a
nationally recognized investment banking firm selected by the Board of Directors
of the Company; provided, however, that if the Company shall not have made
adequate provision to deliver value pursuant to clause (B) above within thirty
(30) days following the later of (x) the first occurrence of a Section 11 Event
and (y) the date on which the Company's right of redemption pursuant to Section
23(a) expires (the later of (x) and (y) being referred to herein as the "Section
11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon
the surrender for exercise of a Right and without requiring payment of the
Purchase Price, shares of Common Stock (to the extent available) and then, if
necessary, cash, which shares and/or cash have an aggregate value equal to the
Spread. If the

                                      16
<PAGE>

Board of Directors of the Company shall determine in good faith that it is
likely that sufficient additional shares of Common Stock could be authorized for
issuance upon exercise in full of the Rights, the thirty (30) day period set
forth above may be extended to the extent necessary, but not more than ninety
(90) days after the Section 11(a)(ii) Trigger Date, in order that the Company
may seek stockholder approval for the authorization of such additional shares
(such thirty (30) day period, as it may be extended, the "Substitution Period").
To the extent that the Company determines that some action should be taken
pursuant to the first and/or second sentences of this Section 11(a)(iii), the
Company (x) shall provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Comdisco Rights or Venture Rights, as
the case may be, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek stockholder approval for
such authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the
value thereof. In the event of any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii), the
value of each Adjustment Share shall be the Current Market Price per share of
the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per
unit value of any Common Stock Equivalent shall be deemed to have the Current
Market Price per share of the Common Stock on such date.

          (b) In case the Company shall fix a record date for the issuance of
rights (other than the Rights), options or warrants to all holders of Preferred
Stock entitling them (for a period expiring within forty-five (45) calendar days
after such record date) to subscribe for or purchase Preferred Stock (or shares
having the same rights, privileges and preferences as the shares of Preferred
Stock ("equivalent preferred stock")) or securities convertible into Preferred
Stock or equivalent preferred stock at a price per share of Preferred Stock or
per share of equivalent preferred stock (or having a conversion price per share,
if a security convertible into Preferred Stock or equivalent preferred stock)
less than the Current Market Price per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of such Preferred Stock outstanding on such record date, plus the number of
shares of such Preferred Stock which the aggregate offering price of the total
number of shares of such Preferred Stock and/or equivalent preferred stock so to
be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such Current Market Price, and
the denominator of which shall be the number of shares of such Preferred Stock
outstanding on such record date, plus the number of additional shares of such
Preferred Stock and/or equivalent preferred stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are
initially convertible). In case such subscription price may be paid by delivery
of consideration part or all of which may be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights.  Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

          (c) In case the Company shall fix a record date for a distribution to
all holders of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
corporation) of evidences of

                                      17
<PAGE>

indebtedness, cash (other than a regular quarterly cash dividend out of the
earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other
than Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the Current Market Price per share of Preferred Stock on such record
date, less the fair market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights) of the portion of the cash, assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to a share of Preferred Stock and the denominator of which shall be
such Current Market Price per share of Preferred Stock. Such adjustments shall
be made successively whenever such a record date is fixed, and in the event that
such distribution is not so made, the Purchase Price shall be adjusted to be the
Purchase Price which would have been in effect if such record date had not been
fixed.

          (d) (i) For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the "Current Market
Price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the thirty (30)
consecutive Trading Days immediately prior to such date, and for purposes of
computations made pursuant to Section 11(a)(iii) hereof, the "Current Market
Price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the ten (10)
consecutive Trading Days immediately following such date; provided, however,
that in the event that the Current Market Price per share of Common Stock is
determined during a period following the announcement by the issuer of the
Common Stock of (A) any dividend or distribution on such Common Stock, payable
in shares of such Common Stock or securities convertible into shares of such
Common Stock (other than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification shall not have occurred prior to the commencement of the
requisite thirty (30) Trading Day period or ten (10) Trading Day period, as set
forth above, then, and in each such case, the "Current Market Price" shall be
properly adjusted to take into account ex-dividend trading. The closing price
for each day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common Stock
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
such other system then in use, or, if on any such date the shares of Common
Stock are not quoted by any such system, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the
Common Stock selected by the Board of Directors of the Company. If on any such
date no market maker is making a market in the Common Stock, the fair value of
such shares on such date as determined in good faith by the Board of Directors
of the Company shall be used. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which the shares of Common Stock
are listed or admitted to trading is open for the transaction of business or, if
the shares of Common Stock

                                      18
<PAGE>

are not listed or admitted to trading on any national securities exchange, a
Business Day. If the Common Stock is not publicly held or not so listed or
traded, "Current Market Price" per share shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.

          (ii) For the purpose of any computation hereunder, the "Current Market
Price" per share of Preferred Stock shall be determined in the same manner as
set forth above for Common Stock in clause (i) of this Section 11(d) (other than
the last sentence thereof). If the Current Market Price per share of Preferred
Stock cannot be determined in the manner provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner described in clause
(i) of this Section 11(d), the "Current Market Price" per share of Preferred
Stock shall be conclusively deemed to be an amount equal to 1,000 (as such
number may be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to Common Stock occurring after the
date of this Agreement) multiplied by the Current Market Price per share of
Common Stock. If neither the Common Stock nor the Preferred Stock is publicly
held or so listed or traded, "Current Market Price" per share of the Preferred
Stock shall mean the fair value per share as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all purposes.

          (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Purchase Price;
provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment.  All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share of Common Stock
or other share or one millionth of a share of Preferred Stock, as the case may
be.  Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the transaction which mandates such adjustment, or
(ii) the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
or Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock other than Preferred
Stock, thereafter the number of such other shares so receivable upon exercise of
any Right and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Sections 11(a), (b),
(c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9,
10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like
terms to any such other shares.

          (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that

                                      19
<PAGE>

number of one one-thousandths of a share of Preferred Stock (calculated to the
nearest one-millionth) obtained by (i) multiplying (x) the number of one one-
thousandths of a share covered by a Right immediately prior to this adjustment,
by (y) the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price, and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one one-thousandths of a share of Preferred Stock purchasable upon
the exercise of a Right.  Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of one one-thousandths
of a share of Preferred Stock for which a Right was exercisable immediately
prior to such adjustment.  Each Right held of record prior to such adjustment of
the number of Rights shall become that number of Rights (calculated to the
nearest one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price.  The Company shall
make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made.  This record date may be the date on which
the Purchase Price is adjusted or any day thereafter, but, if the Rights
Certificates have been issued, shall be at least ten (10) days later than the
date of the public announcement.  If Rights Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment.  Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-thousandths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Purchase Price per one one-thousandths of a
share and the number of one one-thousandths of a share which were expressed in
the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then stated value, if any, of the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable such number of one one-thousandths of a share
of Preferred Stock at such adjusted Purchase Price.

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-thousandths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
over and above the

                                      20
<PAGE>

number of one one-thousandths of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holders right to receive such additional
shares (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in their good faith judgment the Board of Directors of the
Company shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares
of Preferred Stock at less than the Current Market Price, (iii) issuance wholly
for cash of shares of Preferred Stock or securities which by their terms are
convertible into or exchangeable for shares of Preferred Stock, (iv) stock
dividends or (v) issuance of rights, options or warrants referred to in this
Section 11, hereafter made by the Company to holders of its Preferred Stock
shall not be taxable to such stockholders.

          (n) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof), or (iii)
sell or transfer (or permit any Subsidiary to sell or transfer), in one
transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), if (x) at the time of or immediately after
such consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the stockholders of the Person who
constitutes, or would constitute, the "Principal Party" for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates and Associates.

          (o) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23 or Section 27 hereof, take
(or permit any Subsidiary to take) any action if at the time such action is
taken it is reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights.

          (p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (x) declare or pay any dividend on any
series of the outstanding Common Stock payable in Common Stock (other than a
dividend payable in shares of Ventures Stock to the extent such dividend reduces
the Number of Shares Issuable with Respect to the Inter-Group Interest, as such
term is defined in the Restated Charter) or (ii) effect a subdivision,
combination or consolidation of any series of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock) into
a greater or lesser number of shares of Common Stock, then in any such case (y)
the number of one one-thousandths of a Series C Preferred Stock (in the case of
an event affecting the Comdisco Stock) or a Series D Preferred Stock (in the
case of an event affecting the Ventures Stock) purchasable after such event upon
proper exercise of

                                      21
<PAGE>

each Right shall be determined by multiplying the number of one one-thousandths
of a Preferred Stock so purchasable immediately prior to such event by a
fraction, the numerator of which is the number of such shares of Common Stock
outstanding immediately before such event and the denominator of which is the
number of shares such Common Stock outstanding immediately after such event and
(z) each such shares of Common Stock outstanding immediately after such event
shall have issued with respect to it that number of Rights which each such share
of Common Stock outstanding immediately prior to such event had issued with
respect to it.

          (q) The failure of the Board of Directors to declare a Person to be an
Adverse Person following such Person becoming the Beneficial Owner of shares of
Common Stock representing 10% or more of the total Voting Rights of all
outstanding shares of Common Stock shall not imply that such Person is not an
Adverse Person or limit the Board of Directors' right at any time in the future
to declare such Person to be an Adverse Person.

     Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a
brief summary thereof to each holder of a Rights Certificate (or, if prior to
the Distribution Date, to each holder of a certificate representing shares of
Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

     Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning
Power.

          (a) In the event that, following the Stock Acquisition Date, directly
or indirectly, (x) the Company shall consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), and the Company shall not be the continuing
or surviving corporation of such consolidation or merger, (y) any Person (other
than a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof) shall consolidate with, or merge with or into, the Company, and
the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or merger,
all or part of the outstanding shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other
property, or (z) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer), in one transaction or a
series of related transactions, assets or earning power aggregating 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons (other than the Company or any Subsidiary of the
Company in one or more transactions each of which complies with Section 11(o)
hereof), then, and in each such case (except as may be contemplated by Section
13(d) hereof), proper provision shall be made so that: (i) each holder of a
Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon the exercise thereof at the then current Series C
Purchase Price (in the case of a Comdisco Right) or the then current Series D
Purchase Price (in the case of a Ventures Right), in accordance with the terms
of this Agreement, such number of validly authorized and issued, fully paid,
non-assessable and freely tradable shares of Common Stock of the Principal Party
(as such term is hereinafter defined), not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 13 Event (or, if a

                                      22
<PAGE>

Section 11 Event has occurred prior to the first occurrence of a Section 13
Event, multiplying the number of such one one-thousandths of a share for which a
Right was exercisable immediately prior to the first occurrence of a Section 11
Event by the Purchase Price in effect immediately prior to such first
occurrence) and dividing that product (which, following the first occurrence of
a Section 13 Event shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by (2) 50% of the Current Market Price
per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a Section
13 Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) hereof shall be of no effect following the first occurrence
of any Section 13 Event.

          (b) "Principal Party" shall mean:

          (i) in the case of any transaction described in clause (x) or (y) of
the first sentence of Section 13(a), the Person that is the issuer of any
securities for or into which shares of Common Stock of the Company are converted
in such merger or consolidation, and if no securities are so issued, the Person
that is the other party to such merger or consolidation; and

          (ii) in the case of any transaction described in clause (z) of the
first sentence of Section 13(a), the Person that is the party receiving the
greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions;  provided, however, that in any such case, (1) if
the Common Stock of such Person is not at such time and has not been
continuously over the preceding twelve (12) month period registered under
Section 12 of the Exchange Act, and such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, "Principal Party" shall refer to such other Person; and (2) in case
such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stocks of two or more of which are and have been so registered,
"Principal Party" shall refer to whichever of such Persons is the issuer of the
Common Stock having the greatest aggregate market value.

          (c) The Company shall not consummate any Section 13 Event unless the
Principal Party shall have a sufficient number of authorized shares of its
Common Stock which have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13 and unless
prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable after the date of any such Section 13 Event, the
Principal Party will

          (i) prepare and file a registration statement under the Securities
Act, with respect to the Rights and the securities purchasable upon exercise of
the Rights on an appropriate form, and will use its best efforts to cause such
registration statement to (A) become effective as soon as practicable after such
filing and (B) remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;

                                      23
<PAGE>

          (ii) use its best efforts to qualify or register the Rights and the
securities purchasable upon exercise of the Rights under blue sky laws of such
jurisdiction, as may be necessary or appropriate; and

          (iii) will deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates which comply in
all respects with the requirements for registration on Form 10 under the
Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.  In the event that a Section 13
Event shall occur at any time after the first occurrence of a Section 11 Event,
the Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

          (d) Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) if (i) such transaction is consummated with a
Person or Persons (or a wholly-owned Subsidiary of any such Person or Persons)
who acquired shares of Common Stock pursuant to a Qualifying Offer, (ii) the
price per share of Common Stock offered in such transaction is not less than the
price per share of Common Stock paid to all holders of shares of Common Stock
whose shares were purchased pursuant to such Qualifying Offer, and (iii) the
form of consideration being offered to the remaining holders of shares of Common
Stock pursuant to such transaction is the same as the form of consideration paid
pursuant to such Qualifying Offer.  Upon consummation of any such transaction
contemplated by this Section 13(d), all Rights hereunder shall expire.

     Section 14.  Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Section 11(p) hereof, or to
distribute Rights Certificates which evidence fractional Rights.  In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights for the Trading
Day immediately prior to the date on which such fractional Rights would have
been otherwise issuable.  The closing price of the Rights for any day shall be
the last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading, or if the Rights
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
system, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company.  If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

                                      24
<PAGE>

          (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one one-
thousandth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-thousandth of a share of Preferred Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one one-thousandth of a share of
Preferred Stock.  For purposes of this Section 14(b), the current market value
of one one-thousandth of a share of Preferred Stock shall be one one-thousandth
of the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.

          (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of Common Stock.  For purposes of this
Section 14(c), the current market value of one share of Common Stock shall be
the closing price per share of Common Stock (determined pursuant to Section
11(d)(i) hereof) on the Trading Day immediately prior to the date of such
exercise.

          (d) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right, except as permitted by this Section 14.

     Section 15.  Rights of Action.  All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

     Section 16.  Agreement of Rights Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

          (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of such Common Stock;

          (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent and only if
surrendered at the principal office or offices

                                      25
<PAGE>

of the Rights Agent designated for such purposes, duly endorsed or accompanied
by a proper instrument of transfer and with the appropriate forms and
certificates fully executed;

          (c) subject to Section 6(a) and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary; and

          (d) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned
as soon as possible.

     Section 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one one-
thousandths of a share of Preferred Stock or any other securities of the Company
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders (except as provided
in Section 25 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Rights Certificate shall
have been exercised in accordance with the provisions hereof.

     Section 18.  Concerning the Rights Agent.

          (a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder.  The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.

          (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other

                                      26
<PAGE>

securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.

     Section 19.  Merger or Consolidation or Change of Name of Rights Agent.

          (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust or shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that such corporation
would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of a predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

          (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior name
or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

     Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

          (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

          (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person or Adverse
Person and the determination of "Current Market Price") be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, the President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action

                                      27
<PAGE>

taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

          (c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

          (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Rights Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Rights Certificate; nor shall it
be responsible for any adjustment required under the provisions of Section 11,
Section 13 or Section 24 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after actual notice of any such adjustment);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock or
Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or Preferred Stock will,
when so issued, be validly authorized and issued, fully paid and nonassessable.

          (f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company or
any designee of any of the foregoing, and to apply to such officers for advice
or instructions in connection with its duties, and it shall not be liable for
any action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer.

          (h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

          (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any

                                      28
<PAGE>

such act, default, neglect or misconduct; provided, however, reasonable care was
exercised in the selection and continued employment thereof.

          (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably
assured to it.

          (k) If, with respect to any Right Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or the form of election to purchase, as the case may be, has either
not been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

     Section 21.  Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by any registered
holder of a Rights Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered holder of a
Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing
business under the laws of the United States or of the State of New York or
Illinois (or of any other state of the United States so long as such corporation
is authorized to do business as a banking institution in the State of New York
or Illinois), in good standing, having a principal office in the State of New
York or Illinois which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100,000,000 and which shall otherwise
meet any requirements imposed by the New York Stock Exchange on transfer agents
and registrars. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and the Preferred Stock, and mail a notice thereof in writing
to the registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the Rights, Rights Agreement or the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

                                      29
<PAGE>

     Section 22.  Issuance of New Rights Certificates.  Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall
be advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

     Section 23.  Redemption and Termination.

          (a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the fifteenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the fifteenth
day following the Record Date), or (ii) the Final Expiration Date, redeem all
but not less than all the then outstanding Rights at a redemption price of $0.01
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
Notwithstanding the foregoing, the Board of Directors may not redeem any Rights
following a determination pursuant to Section 11(a)(ii)(B) that any Person is an
Adverse Person.  Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of a
Section 11 Event until such time as the Company's right of redemption set forth
in the first sentence of this Section 23(a) has expired.  The Company may, at
its option, pay the Redemption Price in cash, shares of Common Stock (based on
the Current Market Price of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors.

          (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held.  Promptly after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and the holders of the then outstanding Rights by
mailing such notice to all such holders at each holder's last address as it
appears upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the Transfer Agent for the Common
Stock.  Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice.  Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made.

     Section 24.  Exchange.

                                      30
<PAGE>

          (a) The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person or is determined to be an
Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for shares
of Common Stock at an exchange ratio of one share of Comdisco Stock per Comdisco
Right and one share of Ventures Stock per Ventures Right, appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (each such exchange ratio being hereinafter referred to as
an "Exchange Ratio").  Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, or any entity holding Common Stock
for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of Common Stock
representing fifty percent (50%) or more of the total Voting Rights of all
Common Stock then outstanding.

          (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Comdisco Stock or
Ventures Stock, as the case may be, equal to the number of such Rights held by
such holder multiplied by the applicable Exchange Ratio.  The Company shall
promptly give public notice of any such exchange; provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company promptly shall mail a notice of any such exchange to
all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice.  Each such notice of exchange will state the method by which the
exchange of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged.  Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 7(e) hereof)
held by each holder of Rights.

          (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute (i) Series C Preferred Stock (or equivalent preferred
shares, as such term is defined in Section 11(b) hereof) for shares of Comdisco
Stock exchangeable for Comdisco Rights, at the initial rate of one one-
thousandth of a Series C Preferred Stock (or equivalent preferred share) for
each share of Comdisco Stock and (ii) Series D Preferred Stock (or equivalent
preferred shares, as such term is defined in Section 11(b) hereof) for shares of
Ventures Stock exchangeable for Ventures Rights, at the preferred share) for
each share of Ventures Stock, such rates, in the case of clause (i) or (ii) of
this Section 24(c), to be appropriately adjusted to reflect adjustments in the
voting rights of the Preferred Stock pursuant to the terms thereof, so that the
fraction of a Preferred Stock delivered in lieu of Common Stock shall have the
same voting rights as such share of Common Stock.

          (d) In the event that there shall not be sufficient shares of Common
Stock or Preferred Stock issued but not outstanding or authorized but unissued
to permit any exchange of Rights as contemplated in accordance with this Section
24, the Company shall take all such action as may be necessary to authorize
additional shares of Common Stock or Preferred Stock for issuance upon exchange
of the Rights.

                                      31
<PAGE>

          (e) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of such fractional shares of Common Stock, there shall be
paid to the registered holders of the Right Certificates with regard to which
such fractional share of Common Stock would otherwise be issuable, an amount in
cash equal to the same fraction of the Current Market Value of a whole share of
Common Stock.  For the purposes of this subsection (e), the "Current Market
Value" of a whole share of Common Stock shall be the closing price of a share of
Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of exchange pursuant
to this Section 24.

     Section 25.  Notice of Certain Events.

          (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or a series of related transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock, whichever shall be the earlier.

          (b) In case any Section 11 Event shall occur, then, in any such case,
(i) the Company shall as soon as practicable thereafter give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 26
hereof, a notice of the occurrence of such event, which shall specify the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
hereof, and (ii) all references in the preceding paragraph to Preferred Stock
shall be deemed thereafter to refer to Common Stock and/or other securities.

     Section 26.  Notices.  Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights Certificate
to or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                                      32
<PAGE>

          Comdisco, Inc.
          6111 North River Road
          Rosemont, Illinois 60018
          Attention: Secretary

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:

          ChaseMellon Shareholder Services, L.L.C.
          85 Challenger Road
          Ridgefield Park, New Jersey 07660
          Attention: Reorganization Department

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by first-
class mail, postage prepaid, addressed to such holder at the address of such
holder as shown on the registry books of the Company.

     Section 27.  Supplements and Amendments.  Prior to the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company and, if
so directed by the Company, the Rights Agent, shall supplement or amend any
provision of this Agreement without the approval of any holders of certificates
representing shares of Common Stock and associated Rights. From and after the
Distribution Date and subject to the penultimate sentence of this Section 27,
the Company may and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of Rights
Certificates in order to: (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person,
Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse
Person); provided, however, that this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights (other than an Acquiring Person or Adverse
Person and its Associates and Affiliates). Upon the delivery of a certificate
from an appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

     Section 28.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

     Section 29.  Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock or any other class of capital stock outstanding at any particular
time, including for purposes of determining the

                                      33
<PAGE>

particular percentage of such outstanding shares of Common Stock of which any
Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act. The Board of Directors of the Company shall have the exclusive
power and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board to any liability to the holders of the Rights.

     Section 30.  Benefits of This Agreement.  Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

     Section 31.  Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board of Directors.
Without limiting the foregoing, if any provision requiring a majority of the
members of the Board of Directors who are not officers of the Company and who
are not representatives, nominees, Affiliates or Associates of an Acquiring
Person to act is held by any court of competent jurisdiction or other authority
to be invalid, void or unenforceable, such determination shall be made by the
Board of Directors of the Company in accordance with applicable law and the
Company's Certificate of Incorporation and Bylaws.

     Section 32.  Governing Law.  This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts made
and to be performed entirely within such state.

     Section 33.  Counterparts.  This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     Section 34.  Descriptive Headings.  Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

                                      34
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


Attest:                            COMDISCO, INC.

By                                 By
-------------------------          --------------------------
Name:                              Name:
Title:                             Title:


Attest:                            ChaseMellon Shareholder
                                   Services, L.L.C., as Rights Agent


By                                 By
-------------------------          --------------------------
Name:                              Name:
Title:

                                      35
<PAGE>

                                   EXHIBIT A
                                   ---------

                              AMENDED AND RESTATED
                 CERTIFICATE OF INCORPORATION OF COMDISCO, INC.
                    CONTAINING THE DESIGNATIONS, PREFERENCES
                         AND RIGHTS OF SERIES C JUNIOR
                         PARTICIPATING PREFERRED STOCK
                            AND OF SERIES D JUNIOR
                         PARTICIPATING PREFERRED STOCK


<PAGE>

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                COMDISCO, INC.

Comdisco, Inc. (the "Corporation"), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware
("DGCL"), certifies:

FIRST. That the name under which the Corporation was originally incorporated
was Comdisco, Inc. and the date of filing of its original certificate of
incorporation was June 28, 1971.

SECOND. That, pursuant to Sections 242 and 245 of the DGCL, the Corporation's
Board of Directors and shareholders duly adopted this Amended and Restated
Certificate of Incorporation.

THIRD. The text of the Corporation's amended and restated certificate of
incorporation is hereby further amended and restated to read in full as
follows:

  1. The name of the Corporation is COMDISCO, INC.

  2. The address of its registered office in the State of Delaware is No.
  1209 Orange Street, in the City of Wilmington, County of New Castle. The
  name of its registered agent at such address is The Corporation Trust
  Company.

  3. The nature of the business or purposes to be conducted or promoted is:

    To engage in any lawful act or activity for which corporations may be
    organized under the General Corporation Law of Delaware.

    To manufacture, purchase or otherwise acquire, invest in, own,
    mortgage, pledge, sell, assign and transfer or otherwise dispose of,
    trade, deal in and deal with goods, wares and merchandise and personal
    property of every class and description.

    To acquire, and pay for in cash, stock or bonds of this corporation or
    otherwise, the good will, rights, assets and property, and to undertake
    or assume the whole or any part of the obligations or liabilities of
    any person, firm, association or corporation.

    To acquire, hold, use, sell, assign, lease, grant licenses in respect
    of, mortgage or otherwise dispose of letters patent of the United
    States or any foreign country, patent rights, licenses and privileges,
    inventions, improvements and processes, copyrights, trademarks and
    trade names, relating to or useful in connection with any business of
    this corporation.

    To acquire by purchase, subscription or otherwise, and to receive,
    hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
    pledge or otherwise dispose of or deal in and with any of the shares of
    the capital stock, or any voting trust certificates in respect of the
    shares of capital stock, scrip, warrants, rights, bonds, debentures,
    notes, trust receipts, and other securities, obligations, choses in
    action and evidences of indebtedness or interest issued or created by
    any corporations, joint stock companies, syndicates, associations,
    firms, trusts or persons, public or private, or by the government of
    the United States of America, or by any foreign government, or by any
    state, territory, province, municipality or other political subdivision
    or by any governmental agency, and as owner thereof to possess and
    exercise all the rights, powers and privileges of ownership, including
    the right to execute consents and vote thereon, or to do any and all
    acts and things necessary or advisable for the preservation,
    protection, improvement and enhancement in value thereof.

    To borrow or raise moneys for any of the purposes of the corporation
    and, from time to time without limit as to amount, to draw, make,
    accept, endorse, execute and issue promissory notes, drafts, bills of
    exchange, warrants, bonds, debentures and other negotiable or non-
    negotiable instruments and

                                      A-1
<PAGE>

    evidences of indebtedness, and to secure the payment of any thereof and
    of the interest thereon by mortgage upon or pledge, conveyance or
    assignment in trust of the whole or any part of the property of the
    corporation, whether at the time owned or thereafter acquired, and to
    sell, pledge or otherwise dispose of such bonds or other obligations of
    the corporation for its corporate purposes.

    To purchase, receive, take by grant, gift, devise, bequest or
    otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
    and otherwise deal in and with real or personal property, or any
    interest therein, wherever situated, and to sell, convey, lease,
    exchange, transfer or otherwise dispose of, or mortgage or pledge, all
    or any of the corporation's property, assets, or any interest therein,
    wherever situated.

    In general, to possess and exercise all the powers and privileges
    granted by the General Corporation Law of Delaware or by any other law
    of Delaware or by this Amended and Restated Certificate of
    Incorporation together with any powers incidental thereto, so far as
    such powers and privileges are necessary or convenient to the conduct,
    promotion or attainment of the business or purposes of the corporation.

    The business and purposes specified in the foregoing clauses shall,
    except where otherwise expressed, be in nowise limited or restricted by
    reference to, or inference from, the terms of any other clause in this
    Amended and Restated Certificate of Incorporation, but the business and
    purposes identified in each of the foregoing clauses of this article
    shall be regarded as independent business and purposes.

  4. Capital Stock. The total number of shares of all classes of stock which
  the Corporation shall have authority to issue is 1,900,000,000 consisting
  of (i) 1,800,000,000 shares of Common Stock, $0.10 par value per share
  ("Common Stock"), and (ii) 100,000,000 shares of Preferred Stock, $0.10 par
  value per share ("Preferred Stock").

    A. Common Stock.

      1. Issuance of Common Stock in Series; Designation;
      Reclassification.

              Subject to the provisions of this Article 4(A) and provisions of
              law, the Corporation shall have the authority to issue shares of
              Common Stock in multiple series. One series of Common Stock
              shall be designated as Comdisco Stock ("Comdisco Stock"). The
              second series of Common Stock shall be designated as Comdisco
              Ventures Stock ("Ventures Stock"). When the filing of this
              Amended and Restated Certificate of Incorporation becomes
              effective, each share of Common Stock outstanding immediately
              prior thereto shall automatically be reclassified as one share
              of Comdisco Stock (and outstanding certificates that had
              theretofore represented shares of Common Stock shall thereupon
              represent an equal number of shares of Comdisco Stock despite
              the absence of any indication thereon to that effect).

              The total number of shares of Comdisco Stock which the
              Corporation shall have the authority to issue shall initially be
              750,000,000, and the total number of shares of Ventures Stock
              which the Corporation shall have the authority to issue shall
              initially be 750,000,000. The Board of Directors (or such
              committee of the Board of Directors as the Board of Directors
              shall empower) is hereby empowered to authorize by resolution or
              resolutions, an increase in the number of authorized shares of
              Comdisco Stock or Ventures Stock in (but not above a number for
              either series that, when added to the number of authorized
              shares of all other designated series of Common Stock would
              exceed the total number of authorized shares of Common Stock) or
              a decrease in the number of authorized shares of Comdisco Stock
              or Ventures Stock (but not below the number of shares then
              outstanding). The Board of Directors shall have the authority to
              designate, prior to the time of the first issuance of the
              Ventures Stock, the number which, immediately prior to such
              first issuance, will constitute the Number of Shares Issuable
              with Respect to Comdisco Group's Retained Interest in Comdisco
              Ventures and any other terms which are consistent with
              applicable law and the provisions of this Article 4(A).

                                      A-2
<PAGE>

              The Board of Directors (or such committee of the Board of
              Directors as the Board of Directors shall empower) is hereby
              empowered to authorize by resolution or resolutions from time to
              time the issuance of one or more additional series of Common
              Stock and to fix the designations, powers, preferences and
              relative, participating, optional or other rights, if any, and
              the qualifications, limitations or restrictions thereof, if any,
              with respect to each series of Common Stock and the number of
              shares constituting each such series, and to increase or
              decrease the number of shares of any such series to the extent
              permitted by the DGCL, as amended from time to time.

      2. Dividends.

              (a) Dividends. Subject to the preferences and other terms of any
              outstanding series of Preferred Stock, the holders of any series
              of Common Stock shall be entitled to receive dividends on their
              shares of Common Stock if, as, and when declared by the Board of
              Directors out of the lesser of (i) the funds of the Corporation
              legally available therefor or (ii) the Available Dividend Amount
              for the Group to which such series of Common Stock relates.

              (b) Discrimination Between or Among Series of Common Stock.
              Subject to paragraph (a) of Section 2 of this Article 4(A) and
              subject to the preferences and other terms of any outstanding
              series of Preferred Stock, the Corporation shall have the
              authority to declare and pay dividends on a single series of
              Common Stock, or one or more series of Common Stock, in equal or
              unequal amounts, notwithstanding the relative amounts of the
              Available Dividend Amount with respect to any Group, the amount
              of assets available for dividends on either series of Common
              Stock, the amount of prior dividends paid on either series of
              Common Stock, the respective voting rights of each series of
              Common Stock or any other factor.

      3. Mandatory Dividend, Redemption or Conversion on Disposition of
      All or Substantially All of the Assets of a Group; Optional
      Conversion of Comdisco Stock for Ventures Stock; Redemption of
      Ventures Stock for Stock of a Subsidiary at the Corporation's
      Option.

              (a) Mandatory Dividend, Redemption or Conversion.

                 (i) In the event of a Disposition of All or Substantially All
                 of the Assets of a Group (other than an Exempt Disposition),
                 the Corporation shall, on or before the 90th Trading Day
                 after the Disposition Date, provided that the funds of the
                 Corporation are legally available therefor, either:

                     (x) declare and pay a dividend to holders of the series
                     of Common Stock that relates to that Group (in cash,
                     securities (other than Common Stock) or other property,
                     or a combination thereof), subject to the limitations on
                     dividends set forth under Section 2 of this Article 4(A),
                     in an aggregate amount having a Fair Value (determined as
                     of the Disposition Date) equal to the product of the
                     Outstanding Interest Fraction with respect to such Group
                     (determined as of the record date for such dividend) and
                     the Fair Value (determined as of the Disposition Date) of
                     the Net Proceeds of such Disposition;

                     (y) redeem from holders of the series of Common Stock
                     that relates to the Group that consummated such
                     Disposition, in exchange for cash, securities (other than
                     Common Stock) or other property (or a combination
                     thereof) in an amount equal to the product of the
                     Outstanding Interest Fraction with respect to such Group
                     (determined as of the redemption date) and the Fair Value
                     (determined as of the Disposition Date) of the Net
                     Proceeds of such Disposition, all of the outstanding
                     shares of such series of Common Stock, unless such
                     Disposition involves substantially all, but not all, of
                     the assets attributed to such Group, in which case, a
                     number of shares of such series of Common Stock (rounded,
                     if necessary, to the nearest whole number) having an
                     aggregate average Market Value, during the 20

                                      A-3
<PAGE>

                     consecutive Trading Day period beginning on the 16th
                     Trading Day following the Disposition Date, equal to such
                     amount; or

                     (z) if that Disposition relates to Comdisco Ventures
                     convert each outstanding share of Ventures Stock into a
                     number of shares of Comdisco Stock (rounded, if
                     necessary, to the nearest whole number) equal to 115% of
                     the ratio of the average Market Value of one share of
                     Ventures Stock to the average Market Value of one share
                     of Comdisco Stock during the 20 consecutive Trading Day
                     period ending on (and including) the fifth trading day
                     prior to the first public announcement immediately
                     preceding the Disposition Date).

                 (ii) For purposes of this Section 3 of this Article 4(A), if
                 a Group consummates a Disposition in a series of related
                 transactions, such Disposition shall not be deemed to have
                 been completed until consummation of the last of such
                 transactions.

              (b) Optional Conversion of Comdisco Stock for Ventures Stock.

                 (i) The Corporation may, at any time, convert each
                 outstanding share of Ventures Stock into a number of shares
                 of Comdisco Stock (rounded, if necessary, to the nearest
                 whole number) equal to that percentage of the ratio of the
                 average Market Value of one share of Ventures Stock to the
                 average Market Value of one share of Comdisco Stock (the
                 "Applicable Percentage") specified for the applicable
                 conversion date below. The average Market Value of a share of
                 each series of Common Stock shall be determined during the 20
                 consecutive Trading Day period ending on (and including) the
                 5th Trading Day immediately preceding the date on which the
                 Corporation mails the notice of conversion to holders of
                 Ventures Stock.

<TABLE>
<CAPTION>
             If the Conversion Date Falls
                      During the                        The Applicable Percentage Will
                   Period Indicated                      be the Percentage Specified
                        Below                               for Such Period Below
                   ----------------                     ------------------------------
                   <S>                                  <C>
                   First
                   Quarter                                           125%
                   Second
                   Quarter                                           124%
                   Third
                   Quarter                                           123%
                   Fourth
                   Quarter                                           122%
                   Fifth
                   Quarter                                           121%
                   Sixth
                   Quarter                                           120%
                   Seventh
                   Quarter                                           119%
                   Eighth
                   Quarter                                           118%
                   Ninth
                   Quarter                                           117%
                   Tenth
                   Quarter                                           116%
                   After
                   Tenth
                   Quarter                                           115%
</TABLE>

                 For purposes of the foregoing chart, (x) the first "Quarter"
                 is the period from and including the date of first issuance
                 of shares of Ventures Stock to but excluding the third month
                 anniversary of such date (provided that, if the date of first
                 issuance of shares of Ventures Stock is the 29th, 30th or
                 31st day of any month, the first "Quarter" will be the period
                 from and including such date of first issuance to but
                 excluding the third month anniversary of the first day of the
                 month immediately following the month in which such date of
                 first issuance falls) and (y) each subsequent "Quarter" is
                 the period from and including the day after the end of the
                 prior Quarter to but excluding the third month anniversary of
                 such day.

                 (ii) Notwithstanding the preceding paragraphs, if a Tax Event
                 has occurred, the Applicable Percentage shall equal    %
                 irrespective of when the exchange occurs. "Tax Event" means
                 the receipt by the Corporation of an opinion of a tax advisor

                                      A-4
<PAGE>

                 experienced in such matters, who shall not be an officer or
                 employee of the Corporation or any of its affiliates, to the
                 effect that, as a result of any amendment to, or change in,
                 the laws (or any regulations thereunder) of the United States
                 or any political subdivision or taxing authority thereof or
                 therein (including any proposed change in such regulations
                 announced by an administrative agency), or as a result of any
                 official or administrative pronouncement or action or
                 judicial decision interpreting or applying such laws or
                 regulations, it is more likely than not that for United
                 States federal income tax purposes (1) the Corporation, its
                 subsidiaries or affiliates or any of its successors or its
                 stockholders is or, at any time in the future, will be
                 subject to tax upon the issuance of shares of either Comdisco
                 Stock or Ventures Stock, (2) either Comdisco Stock or
                 Ventures Stock is not or, at any time in the future, will not
                 be treated solely as stock of the Corporation or (3) either
                 Comdisco Stock or Ventures Stock is or will be treated as
                 Section 306 stock under the Internal Revenue Code of 1986, as
                 amended. For purposes of rendering such opinion, a tax
                 advisor shall assume that any administrative proposals will
                 be adopted as proposed. However, in the event a change in law
                 is proposed, a tax advisor shall render an opinion only in
                 the event of enactment.

              (c) Optional Redemption of Ventures Stock for Stock of a
              Subsidiary.

                 At any time at which all of the assets and liabilities of
                 Comdisco Ventures (and no other assets or liabilities of the
                 Corporation or any subsidiary thereof) are held directly or
                 indirectly by one or more subsidiaries of the Corporation
                 (the "Group Subsidiaries"), the Board of Directors may,
                 provided that there are funds of the Corporation legally
                 available therefor, declare that all of the outstanding
                 shares of Ventures Stock shall be redeemed, as of the
                 exchange date described below, for the number of fully paid
                 and nonassessable shares of common stock of each of such
                 Group Subsidiaries as is equal to the product of the
                 Outstanding Interest Fraction with respect to Comdisco
                 Ventures (determined as of the redemption date) and the
                 number of shares of common stock of each such Group
                 Subsidiary held by Comdisco immediately before such exchange.
                 Such shares of common stock of such Group Subsidiaries may be
                 delivered directly or indirectly through the delivery of
                 shares of one or more of such Group Subsidiaries that own
                 directly or indirectly all of the other shares that are
                 deliverable pursuant to the preceding sentence.

              (d) General Dividend, Conversion and Redemption Provisions.

                 (i) If the Corporation completes a Disposition of All or
                 Substantially All of the Assets of a Group (other than an
                 Exempt Disposition), the Corporation shall, not more than the
                 20 Trading Days after the consummation of such Disposition,
                 issue a press release specifying (w) the Net Proceeds of such
                 Disposition, (x) the number of shares of the series of Common
                 Stock related to such Group then outstanding, (y) the number
                 of shares of such series of Common Stock issuable upon
                 conversion, redemption or exercise of any convertible or
                 exchangeable securities, options or warrants and the
                 conversion, redemption or exercise prices thereof and (z) if
                 the Group is not Comdisco Group, the Number of Shares
                 Issuable with Respect to Comdisco Group's Retained Interest
                 in such Group. The Corporation shall, not more than 40
                 Trading Days after such consummation, announce by press
                 release which of the actions specified in Section 3(a)(i) of
                 this Article 4(A) it has determined to take, and upon making
                 that announcement, that determination will be irrevocable. In
                 addition, the Corporation shall, not more than 45 Trading
                 Days after such consummation and not less than 30 Trading
                 Days before the applicable payment date, redemption date or
                 conversion date, send a notice by first-class mail, postage
                 prepaid, to holders of the relevant series of Common Stock at
                 their addresses as they appear on the transfer books of the
                 Corporation, specifying:

                     (1) if the Corporation has determined to pay a special
                     dividend, (A) the record date for such dividend, (B) the
                     payment date of such dividend (which cannot be

                                      A-5
<PAGE>

                     more than 90 Trading Days after such consummation) and
                     (C) the aggregate amount and type of property to be paid
                     in such dividend (and the approximate per share amount
                     thereof);

                     (2) if the Corporation has determined to undertake a
                     redemption, (A) the date of redemption (which cannot be
                     more than 90 Trading Days after such consummation), (B)
                     the aggregate amount and type of property to be paid as a
                     redemption price (and the approximate per share amount
                     thereof), (C) if less than all shares of the relevant
                     series of Common Stock are to be redeemed, the number of
                     shares to be redeemed and (D) the place or places where
                     certificates for shares of such series of Common Stock,
                     properly endorsed or assigned for transfer (unless the
                     Corporation waives such requirement), should be
                     surrendered in return for delivery of the cash,
                     securities or other property to be paid by the
                     Corporation in such redemption; and

                     (3) if the Corporation has determined to undertake a
                     conversion, (A) the date of conversion (which cannot be
                     more than 90 Trading Days after such consummation), (B)
                     the number of shares of the other series of Common Stock
                     to be issued in the conversion for each outstanding share
                     of such series of Common Stock and (C) the place or
                     places where certificates for shares of such series of
                     Common Stock, properly endorsed or assigned for transfer
                     (unless the Corporation waives such requirement), should
                     be surrendered in return for delivery of the other series
                     of Common Stock to be issued by the Corporation in such
                     conversion.

                 (ii) If the Corporation has determined to complete any
                 conversion described in Section 3(b) or (c) of this Article
                 4(A), the Corporation shall, not less than 30 Trading Days
                 and not more than 45 Trading Days before the exchange date,
                 send a notice by first-class mail, postage prepaid, to
                 holders of the relevant series of Common Stock at their
                 addresses as they appear on the transfer books of the
                 Corporation, specifying (x) the conversion date and the other
                 terms of the conversion and (y) the place or places where
                 certificates for shares of such series of Common Stock,
                 properly endorsed or assigned for transfer (unless the
                 Corporation waives such requirement), should be surrendered
                 for delivery of the stock to be issued or delivered by the
                 Corporation in such conversion.

                 (iii) Neither the failure to mail any notice required by this
                 Section 3(d) of this Article 4(A) to any particular holder
                 nor any defect therein would affect the sufficiency thereof
                 with respect to any other holder or the validity of any
                 dividend, redemption or conversion contemplated hereby.

                 (iv) If the Corporation is redeeming less than all of the
                 outstanding shares of a series of Common Stock pursuant to
                 Section 3(a)(i) of this Article 4(A), the Corporation shall
                 redeem such shares pro rata or by lot or by such other method
                 as the Board of Directors determines to be equitable.

                 (v) No holder of shares of a series of Common Stock being
                 converted or redeemed shall be entitled to receive any cash,
                 securities or other property to be distributed in such
                 conversion or redemption until such holder surrenders
                 certificates for such shares, properly endorsed or assigned
                 for transfer, at such place as the Corporation shall specify
                 (unless the Corporation waives such requirement). As soon as
                 practicable after the Corporation's receipt of certificates
                 for such shares, the Corporation shall deliver to the person
                 for whose account such shares were so surrendered, or to the
                 nominee or nominees of such person, the cash, securities or
                 other property to which such person

                                      A-6
<PAGE>

                 shall be entitled, together with any fractional payment
                 referred to below, in each case without interest. If less
                 than all of the shares of Common Stock represented by any one
                 certificate is converted or redeemed, the Corporation shall
                 also issue and deliver a new certificate for the shares of
                 such Common Stock not converted or redeemed.

                 (vi) The Corporation shall not be required to issue or
                 deliver fractional shares of any capital stock or any other
                 fractional securities to any holder of Common Stock upon
                 conversion, redemption, dividend or other distribution
                 described above. If more than one share of Common Stock shall
                 be held at the same time by the same holder, the Corporation
                 may aggregate the number of shares of any capital stock that
                 would be issuable or any other securities that would be
                 distributable to such holder upon any such conversion,
                 redemption, dividend or other distribution. If there are
                 fractional shares of any capital stock or any other
                 fractional securities remaining to be issued or distributed
                 to any holder, the Corporation shall, if such fractional
                 shares or securities are not issued or distributed to such
                 holder, pay cash in respect of such fractional shares or
                 securities in an amount equal to the Fair Value thereof
                 (without interest).

                 (vii) From and after the date set for any conversion or
                 redemption contemplated by this Section 3 of this Article
                 4(A), all rights of a holder of shares of Common Stock being
                 converted or redeemed shall cease except for the right, upon
                 surrender of the certificates theretofore representing such
                 shares, to receive the cash, securities or other property for
                 which such shares were converted or redeemed, together with
                 any fractional payment as provided above, in each case
                 without interest (and, if such holder was a holder of record
                 as of the close of business on the record date for a dividend
                 not yet paid, the right to receive such dividend). A holder
                 of shares of Common Stock being converted shall not be
                 entitled to receive any dividend or other distribution with
                 respect to shares of the other series of Common Stock until
                 after certificates theretofore representing the shares being
                 converted are surrendered as contemplated above. Upon such
                 surrender, the Corporation shall pay to the holder the amount
                 of any dividends or other distributions (without interest)
                 which theretofore became payable with respect to a record
                 date occurring after the conversion, but which were not paid
                 by reason of the foregoing, with respect to the number of
                 whole shares of the other series of Common Stock represented
                 by the certificate or certificates issued upon such
                 surrender. From and after the date set for any conversion,
                 the Corporation shall, however, be entitled to treat the
                 certificates for shares of a series of Common Stock being
                 converted that were not yet surrendered for conversion as
                 evidencing the ownership of the number of whole shares of the
                 other series of Common Stock for which the shares of such
                 Common Stock should have been converted, notwithstanding the
                 failure to surrender such certificates.

                 (viii) The Corporation shall pay any and all documentary,
                 stamp or similar issue or transfer taxes that might be
                 payable in respect of the issue or delivery of any shares of
                 capital stock and/or other securities on any conversion or
                 redemption contemplated by this Section 3; provided, however,
                 that the Corporation shall not be required to pay any tax
                 that might be payable in respect of the issue or delivery of
                 any shares of capital stock and/or other securities on any
                 conversion or redemption contemplated by this Section 3;
                 provided, however, that the Corporation shall not be required
                 to pay any tax that might be payable in respect of any
                 transfer involved in the issue or delivery of any shares of
                 capital stock and/or other securities in a name other than
                 that in which the shares so converted or redeemed were
                 registered, and no such issue or delivery will be made unless
                 and until the person requesting such issue pays to the
                 Corporation the amount of any such tax, or establishes to the
                 satisfaction of the Corporation that such tax has been paid.

                                      A-7
<PAGE>

                 (ix) The Corporation may, subject to applicable law,
                 establish such other rules, requirements and procedures to
                 facilitate any dividend, redemption or conversion
                 contemplated by this Section 3 as the Board of Directors may
                 determine to be appropriate under the circumstances.

      4. Voting Rights.

              At every meeting of stockholders, the holders of Comdisco Stock
              and the holders of Ventures Stock shall vote together as a
              single class on all matters as to which common stockholders
              generally are entitled to vote, unless a separate vote is
              required by applicable law. On all such matters for which no
              separate vote is required, (a) holders of Comdisco Stock shall
              be entitled to one vote per share of Comdisco Stock held and (b)
              before the 31st Trading Day after the Effective Date, holders of
              Ventures Stock shall be entitled to one vote per share of
              Ventures Stock held. On and after the 31st Trading Day after the
              Effective Date, holders of Ventures Stock shall be entitled to a
              number of votes per share of Ventures Stock held (calculated to
              the nearest five decimal places) equal to the Average Market
              Value of one share of Ventures Stock divided by the Average
              Market Value of one share of Comdisco Stock during the 20
              Trading Day period ending on (and including) the applicable
              record date; provided that, in no event, shall the total number
              of votes of all outstanding Ventures Stock exceed 35% of the
              total number of votes of all outstanding series of Common Stock.

      5. Liquidation Rights.

              In the event of any voluntary or involuntary liquidation,
              dissolution or winding-up of the Corporation, holders of each
              series of Common Stock shall be entitled to receive their
              proportionate interests in the net assets of the Corporation, if
              any, remaining for distribution to stockholders, after payment
              of or provision for all liabilities, including contingent
              liabilities of the Corporation and payment of the liquidation
              preference payable to any holders of the Corporation's Preferred
              Stock, if any such stock is outstanding. Each share of each
              series of Common Stock will be entitled to a share of net
              liquidation proceeds in proportion to the respective liquidation
              units per share of such class. Each share of Comdisco Stock
              shall have one liquidation unit. Each share of the other series
              of Common Stock shall have a number of liquidation units
              (including a fraction of one liquidation unit) equal to the
              quotient (rounded to the nearest five decimal places) of the
              average Market Value of one share of such series of Common Stock
              during the 20 consecutive Trading Day period ending on, and
              including, the 300th day after the Effective Date, divided by
              the average Market Value of one share of Comdisco Stock during
              such 20 Trading Day period. If the liquidation, dissolution, or
              winding-up of the Corporation occurs before such 300th day, the
              average Market Value will be determined based on the 20
              consecutive Trading Day period ending immediately before the
              liquidation, dissolution, or winding-up event, or such lesser
              number of consecutive Trading Days immediately prior to such
              event if the liquidation, dissolution, or winding-up event
              occurs prior to the 21st Trading Day after the Effective Date.

              Neither the merger nor consolidation of the Corporation with any
              other entity, nor a sale, transfer or lease of all or any part
              of the assets of the Corporation, would, alone, be deemed a
              liquidation, dissolution or winding-up for purposes of this
              Section 5 of this Article 4(A).

      6. Adjustments to Number of Shares Issuable with Respect to Comdisco
      Group's Retained Interest in Any Group.

              The Number of Shares Issuable with Respect to Comdisco Group's
              Retained Interest in any Group, as in effect from time to time,
              shall, automatically without action by the Board of Directors or
              any other person, be:

                 (a) adjusted in proportion to any changes in the number of
                 outstanding shares of the series of Common Stock related to
                 such Group caused by subdivisions (by stock split,

                                      A-8
<PAGE>

                 reclassification or otherwise) or combinations (by reverse
                 stock split, reclassification or otherwise) of shares of such
                 series of Common Stock or by dividends or other distributions
                 of shares of such series of Common Stock on shares of such
                 series of Common Stock (and, in each such case, rounded, if
                 necessary, to the nearest whole number);

                 (b) decreased by (i) if the Corporation issues any shares of
                 the series of Common Stock related to such Group and the
                 Board of Directors attributes that issuance (and the proceeds
                 thereof) to Comdisco Group, the number of shares of each
                 series of Common Stock so issued, and (ii) if the Board of
                 Directors reallocates to Comdisco Group any cash or other
                 assets theretofore allocated to such Group in connection with
                 a redemption of shares of the series of Common Stock related
                 to such Group (as required pursuant to clause (ii) of the
                 proviso to the definition of Comdisco Group below) or in
                 return for a decrease in the Number of Shares Issuable with
                 Respect to Comdisco Group's Retained Interest in such Group,
                 the number (rounded, if necessary, to the nearest whole
                 number) equal to (x) the aggregate Fair Value of such cash or
                 other assets divided by (y) the Market Value of one share of
                 the series of Common Stock related to such Group as of the
                 date of such reallocation; and

                 (c) increased by (i) if the Corporation repurchases any
                 shares of the series of Common Stock related to such Group
                 and the Board of Directors attributes that repurchase (and
                 the consideration therefor) to Comdisco Group, the number of
                 shares of such series of Common Stock so repurchased and (ii)
                 if the Board of Directors re-allocates to such Group any cash
                 or other assets theretofore allocated to Comdisco Group in
                 return for an increase in the Number of Shares Issuable with
                 Respect to Comdisco Group's Retained Interest in such Group,
                 the number (rounded, if necessary, to the nearest whole
                 number) equal to (x) the Fair Value of such cash or other
                 assets divided by (y) the Market Value of one share of the
                 series of Common Stock related to such Group as of the date
                 of such re-allocation.

              Neither the Corporation nor the Board of Directors shall take
              any action that would, as a result of any of the foregoing
              adjustments, reduce the Number of Shares Issuable with Respect
              to Comdisco Group's Retained Interest in any Group to below
              zero. Subject to the preceding sentence, the Board of Directors
              may attribute the issuance of any shares of any series of Common
              Stock (and the proceeds here from) or the repurchase of any
              series of Common Stock (and the consideration therefor) to
              Comdisco Group and Delivery or to the Group to which such series
              of Common Stock relates, as the Board of Directors determines in
              its sole discretion; provided, however, that the Board of
              Directors must attribute to Comdisco Group the issuance of any
              shares of any series of Common Stock that are issued (1) as a
              dividend or other distribution on, or as consideration for the
              repurchase of, shares of Comdisco Stock or (2) as consideration
              to acquire any assets or satisfy any liabilities attributed to
              Comdisco Group.

      7. Additional Definitions.

              As used in this Article 4, the following terms shall have the
              following meanings (with terms defined in singular having
              comparable meaning when used in the plural and vice versa),
              unless the context otherwise requires:

              "ALL OR SUBSTANTIALLY ALL OF THE ASSETS" of any Group means a
              portion of such assets that represents at least 80% of the then
              current Fair Value of the assets of such Group.

              "AVAILABLE DIVIDEND AMOUNT" for Comdisco Group, on any day on
              which dividends are paid on shares of Comdisco Stock, is the
              amount that would, immediately prior

                                      A-9
<PAGE>

              to the payment of such dividends, be legally available for the
              payment of dividends on shares of Comdisco Stock under Delaware
              law if (a) Comdisco Group and each other Group were each a
              single, separate Delaware corporation, (b) Comdisco Group had
              outstanding (i) a number of shares of common stock, par value
              $0.10 per share, equal to the number of shares of Comdisco Stock
              that are then outstanding and (ii) a number of shares of
              preferred stock, par value $0.10 per share, equal to the number
              of shares of Preferred Stock that have been attributed to
              Comdisco Group and are then outstanding, (c) the assumptions
              about each Group that is not Comdisco Group set forth in the
              next sentence were true and (d) Comdisco Group owned a number of
              shares of each series of Common Stock (other than Comdisco
              Stock) equal to the Number of Shares Issuable with Respect to
              Comdisco Group's Retained Interest in each Group to which each
              such series of Common Stock relates.

              "AVAILABLE DIVIDEND AMOUNT" for any Group other than Comdisco
              Group, on any day on which dividends are paid on shares of the
              series of Common Stock relating to such Group, is the amount
              that would, immediately prior to the payment of such dividends,
              be legally available for the payment of dividends on shares of
              such series of Common Stock under Delaware law if such Group
              were a single, separate Delaware corporation having outstanding
              (a) a number of shares of common stock, par value $0.10 per
              share, equal to the number of shares of such series of Common
              Stock that are then outstanding plus the Number of Shares
              Issuable with Respect to Comdisco Group's Retained Interest in
              such Group and (b) a number of shares of preferred stock, par
              value $0.10 per share, equal to the number of shares of
              Preferred Stock that have been attributed to such Group and are
              then outstanding.

              "COMDISCO GROUP" means (a) all of the businesses, assets and
              liabilities of the Corporation and its subsidiaries, other than
              the businesses, assets and liabilities that are part of any
              Group other than Comdisco Group, (b) the rights and obligations
              of Comdisco Group under any inter-Group debt deemed to be owed
              to or by Comdisco Group (as such rights and obligations are
              defined in accordance with policies established from time to
              time by the Board of Directors) and (c) a proportionate interest
              in any Group other than Comdisco Group (after giving effect to
              any options, Preferred Stock, other securities or debt issued or
              incurred by the Corporation and attributed to any Group other
              than Comdisco Group) equal to the Retained Interest Percentage;
              provided, however, that: (i) the Corporation may re-allocate
              assets from one Group to another Group in return for other
              assets or services rendered by that other Group in the ordinary
              course of business or in accordance with policies established by
              the Board of Directors from time to time, and (ii) if the
              Corporation transfers cash, other assets or securities to
              holders of shares of a series of Common Stock other than
              Comdisco Stock as a dividend or other distribution on shares of
              such series of Common Stock (other than a dividend or
              distribution payable in shares of such series of Common Stock),
              or as payment in a redemption required by Section (3)(a) of this
              Article 4(A), then the Board of Directors shall re-allocate from
              such Group to Comdisco Group cash or other assets having a Fair
              Value equal to the aggregate Fair Value of the cash, other
              assets or securities so transferred times the Retained Interest
              Amount with respect to such Group as of the record date for such
              dividend or distribution, or on the date of such redemption, as
              the case may be.

              "COMDISCO VENTURES" means (a) the venture financing business
              division of the Corporation; and all of the businesses, assets
              and liabilities of the Corporation and its subsidiaries that the
              Board of Directors has, as of the Effective Date, allocated to
              Comdisco Ventures for accounting purposes, (b) any assets or
              liabilities acquired or incurred by the Corporation or any of
              its subsidiaries after the Effective Date in the ordinary course
              of business and attributable to Comdisco Ventures, (c) any
              businesses, assets or liabilities acquired or incurred by the
              Corporation or any of its subsidiaries after the Effective Date
              that the Board of Directors has specifically allocated to
              Comdisco Ventures or that the

                                     A-10
<PAGE>

              Corporation otherwise allocates to Comdisco Ventures in
              accordance with policies established from time to time by the
              Board of Directors and (d) the rights and obligations of
              Comdisco Ventures under any inter-Group debt deemed to be owed
              to or by Comdisco Ventures (as such rights and obligations are
              defined in accordance with policies established from time to
              time by the Board of Directors); provided, however, that:

                 (i) the Corporation may re-allocate assets from one Group to
                 another Group in return for other assets or services rendered
                 by that other Group in the ordinary course of business or in
                 accordance with policies established by the Board of
                 Directors from time to time, and (ii) if the Corporation
                 transfers cash, other assets or securities to holders of
                 shares of Ventures Stock as a dividend or other distribution
                 on shares of Ventures Stock (other than a dividend or
                 distribution payable in shares of Ventures Stock), or as
                 payment in a redemption of shares of Ventures Stock required
                 by Section 3(a) of this Article 4(A), then the Board of
                 Directors shall re-allocate from Comdisco Ventures to
                 Comdisco Group cash or other assets having a Fair Value equal
                 to the aggregate Fair Value of the cash, other assets or
                 securities so transferred multiplied by a fraction, the
                 numerator of which shall equal the Number of Shares Issuable
                 with Respect to Comdisco Group's Retained Interest in such
                 Group on the record date for such dividend or distribution,
                 or on the date of such redemption, and the denominator of
                 which shall equal the number of shares of such Group
                 outstanding on such date.

              "DISPOSITION" means a sale, transfer, assignment or other
              disposition (whether by merger, consolidation, sale or
              otherwise) of All or Substantially All of the Assets of a Group
              to one or more persons or entities, in one transaction or a
              series of related transactions.

              "DISPOSITION DATE" is the date of the consummation of a
              Disposition.

              "EFFECTIVE DATE" means the date on which this Amended and
              Restated Certificate of Incorporation becomes effective under
              Delaware law.

              "EXEMPT DISPOSITION" means any of the following:

                 (a) Disposition in connection with the liquidation,
                 dissolution or winding-up of the Corporation and the
                 distribution of assets to stockholders, (b) a Disposition to
                 any person or entity controlled by the Corporation (as
                 determined by the Board of Directors in its sole discretion),
                 (c) a Disposition by any Group for which the Corporation
                 receives consideration primarily consisting of equity
                 securities (including, without limitation, capital stock of
                 any kind, interests in a general or limited partnership,
                 interests in a limited liability company or debt securities
                 convertible into or exchangeable for, or options or warrants
                 to acquire, any of the foregoing, in each case without regard
                 to the voting power or other management or governance rights
                 associated therewith) of an entity which is primarily engaged
                 or proposes to engage primarily in one or more businesses
                 similar or complementary to businesses conducted by such
                 Group prior to the Disposition, as determined by the Board of
                 Directors in its sole discretion, (d) a dividend, out of any
                 Group's assets, to holders of series of Common Stock related
                 to such Group and a re-allocation of a corresponding amount
                 of such Group's assets to Comdisco Group as required pursuant
                 to clause (ii) of the proviso to the definition of Comdisco
                 Group above, (e) a dividend, out of Comdisco Group's assets,
                 to holders of Comdisco Stock and (f) any other Disposition,
                 if (i) at the time of the Disposition there are no shares of
                 Comdisco Stock outstanding, (ii) at the time of the
                 Disposition there are no shares of the series of Common Stock
                 relating to the Group that consummated such Disposition
                 outstanding or (iii) before the 30th

                                     A-11
<PAGE>

                 Trading Day following the Disposition the Corporation has
                 mailed a notice stating that it is exercising its right to
                 exchange all of the outstanding shares of the series of
                 Common Stock relating to the Group that consummated such
                 Disposition for newly issued shares of Comdisco Stock as
                 contemplated under Section 3(b) of this Article 4(A).

              "FAIR VALUE" means (a) in the case of cash, the amount thereof,
              (b) in the case of capital stock that has been Publicly Traded
              for a period of at least 15 months, the Market Value thereof and
              (c) in the case of other assets or securities, the fair market
              value thereof as the Board of Directors shall determine in good
              faith (which determination shall be conclusive and binding on
              all stockholders).

              "GROUP" initially means Comdisco Group or Comdisco Ventures;
              provided that if the Board of Directors authorizes the issuance
              of shares of a series of Common Stock other than Comdisco Stock
              or Ventures Stock, the Board of Directors shall designate the
              assets and liabilities of Comdisco Group to which such series of
              Common Stock relates, which assets and liabilities shall be an
              additional "Group" for all purposes of this Article 4.

              "MARKET VALUE" of a share of any class or series of capital
              stock on any Trading Day means the average of the high and low
              reported sales prices of such class or series on such Trading
              Day or, in case no such reported sale takes place on such
              Trading Day, the average of the reported closing bid and asked
              prices regular way of a share of such class or series on such
              Trading Day, in either case as reported on the New York Stock
              Exchange ("NYSE") Composite Tape or, if the shares of such class
              or series are not listed or admitted to trading on the NYSE on
              such Trading Day, on the principal national securities exchange
              on which the shares of such class or series are listed or
              admitted to trading or, if not listed or admitted to trading on
              any national securities exchange on such Trading Day, on The
              Nasdaq National Market System of the Nasdaq Stock Market
              ("NASDAQ NMS") or, if the shares of such class or series are not
              listed or admitted to trading on any national securities
              exchange or quoted on the Nasdaq NMS on such Trading Day, the
              average of the closing bid and asked prices of a share of such
              class or series in the over-the-counter market on such Trading
              Day as furnished by any NYSE member firm selected from time to
              time by the Corporation or, if such closing bid and asked prices
              are not made available by any such NYSE member firm on such
              Trading Day, the fair market value of a share of such class or
              series as the Board of Directors shall determine in good faith
              (which determination shall be conclusive and binding on all
              stockholders); provided, that, for purposes of determining the
              average Market Value of a share of any class or series of
              capital stock for any period, (a) the "Market Value" of a share
              of any class or series of capital stock on any day prior to any
              "ex-dividend" date or any similar date occurring during such
              period for any dividend or distribution (other than any dividend
              or distribution contemplated by clause (b)(ii) of this sentence)
              paid or to be paid with respect to such capital stock shall be
              reduced by the Fair Value of the per share amount of such
              dividend or distribution and (b) the "Market Value" of a share
              of any class or series of capital stock on any day prior to (i)
              the effective date of any subdivision (by stock split or
              otherwise) or combination (by reverse stock split or otherwise)
              of outstanding shares of such class or series of capital stock
              occurring during such period or (ii) any "ex-dividend" date or
              any similar date occurring during such period for any dividend
              or distribution with respect to such capital stock to be made in
              shares of such class or series of capital stock shall be
              appropriately adjusted, as determined by the Board of Directors,
              to reflect such subdivision, combination, dividend or
              distribution; and provided further, if (a) the Corporation
              repurchases outstanding shares of any series Common Stock other
              than Comdisco Stock and the Board of Directors attributes that
              repurchase (and the consideration therefor) to the Group to
              which such series of Common Stock relates and (b) the Board of
              Directors determines to

                                     A-12
<PAGE>

              re-allocate to Comdisco Group cash or other assets theretofore
              allocated to the Group to which such series of Common Stock
              relates in order to avoid a change in the Retained Interest
              Percentage, the "Market Value" of a share any series Common
              Stock other than Comdisco Stock used to compute the
              corresponding reduction in the Number of Shares Issuable with
              Respect to Comdisco Group's Retained Interest in the Group to
              which such series of Common Stock relates will equal the Fair
              Value of the consideration paid per share of Common Stock so
              repurchased; and provided further, if the Corporation redeems a
              portion of the outstanding shares of any of series of Common
              Stock other than Comdisco Stock (and the Board of Directors re-
              allocates to Comdisco Group cash or other assets theretofore
              allocated to the Group to which such series of Common Stock
              relates in the manner required by clause (ii) of the proviso to
              the definition of Comdisco Group above), the "Market Value" of a
              share of such series of Common Stock used to compute the
              corresponding reduction in the Number of Shares Issuable with
              Respect to Comdisco Group's Retained Interest in the Group to
              which such series of Common Stock relates will equal the Fair
              Value of the consideration paid per share of such series of
              Common Stock so redeemed.

              "NET PROCEEDS" of a Disposition of any of the assets of a Group
              means the positive amount, if any, remaining from the gross
              proceeds of such Disposition after any payment of, or reasonable
              provision (as determined in good faith by the Board of
              Directors, which determination will be conclusive and binding on
              all stockholders) for, (a) any taxes payable by the Corporation
              or any subsidiary or affiliate thereof in respect of such
              Disposition or which would have been payable but for the
              utilization of tax benefits attributable to the Group not the
              subject of the Disposition, (b) any taxes payable by the
              Corporation in respect of any resulting dividend or redemption,
              (c) any transaction costs, including, without limitation, any
              legal, investment banking and accounting fees and expenses and
              (d) any liabilities (contingent or otherwise) of, attributed to
              or related to, such Group, including, without limitation, any
              liabilities for deferred taxes or any indemnity or guarantee
              obligations which are outstanding or incurred in connection with
              the Disposition or otherwise, any liabilities for future
              purchase price adjustments and any obligations with respect to
              outstanding securities (other than Common Stock) attributed to
              such Group as determined in good faith by the Board of
              Directors.

              "NUMBER OF SHARES ISSUABLE WITH RESPECT TO COMDISCO GROUP'S
              RETAINED INTEREST" means, with respect to any Group, initially
              the number the Board of Directors designates prior to the time
              the Corporation first issues shares of the series of Common
              Stock applicable to such Group as the number of shares of such
              series of Common Stock that could be issued by the Corporation
              for the account of Comdisco Group in respect of its retained
              interest in such Group, as authorized by Section 1 of this
              Article 4(A); provided, however, that such number as in effect
              from time to time shall automatically be adjusted as required by
              Section 6 of this Article 4(A).

              "OUTSTANDING INTEREST FRACTION" means (i) with respect to
              Comdisco Group, at any time of determination, and (ii) with
              respect to any other Group, at any time of determination, a
              fraction the numerator of which shall be the number of shares of
              the series of Common Stock applicable to such Group outstanding
              on such date and the denominator of which shall be the sum of
              the number of shares of the series of Common Stock applicable to
              such Group outstanding on such date and the Number of Shares
              Issuable with Respect to Comdisco Group's Retained Interest in
              such Group.

              "PUBLICLY TRADED" with respect to any security means (a)
              registered under Section 12 of the Securities Exchange Act of
              1934, as amended (or any successor provision of law), and (b)
              listed for trading on the NYSE (or any other national securities
              exchange registered under

                                     A-13
<PAGE>

              Section 7 of the Securities Exchange Act of 1934, as amended (or
              any successor provision of law)) or listed on the Nasdaq NMS (or
              any successor market system).

              "RETAINED INTEREST" means with respect to any Group, other than
              Comdisco Group, at any time of determination, a fraction the
              numerator of which shall be the Number of Shares Issuable with
              Respect to Comdisco Group's Retained Interest in such Group and
              the denominator of which shall be the number of shares of the
              series of common stock relating to such Group outstanding on
              such date.

              "RETAINED INTEREST PERCENTAGE" means (i) with respect to
              Comdisco Group, at any time of determination, one (1) and (ii)
              with respect to any Group that is not Comdisco Group, at any
              time of determination, a fraction the numerator of which shall
              be the Number of Shares Issuable with Respect to Comdisco
              Group's Retained Interest in such Group and the denominator of
              which shall be the sum of the number of shares of the series of
              common stock applicable to such Group outstanding on such date
              and the Number of Shares Issuable with Respect to Comdisco
              Group's Retained Interest in such Group.

              "TRADING DAY" means each weekday on which the relevant security
              (or, if there are two relevant securities, each relevant
              security) is traded on the principal national securities
              exchange on which it is listed or admitted to trading or on the
              Nasdaq NMS or, if such security is not listed or admitted to
              trading on a national securities exchange or quoted on the
              Nasdaq NMS, traded in the principal over-the-counter market in
              which it trades.

      8. Effectiveness of Sections 2 through 7 of This Article 4(A).

              The terms of Sections 2 through 7, inclusive, of this Article 4
              (A) shall apply only when there are shares of multiple series of
              Common Stock outstanding.

      9. Determinations by the Board of Directors.

              Subject to applicable law, any determinations made by the Board
              of Directors in good faith under this Amended and Restated
              Certificate of Incorporation, as it may be amended from time to
              time, including without limitation any such determinations with
              respect to the businesses, assets and liabilities of either
              Group, transactions between the Groups or the rights of holders
              of any series of Common Stock or Preferred Stock made pursuant
              to or in the furtherance hereof, shall be final and binding on
              all stockholders of the Corporation. A record of all formal
              determinations of the Board of Directors made as contemplated
              hereby shall be filed with the records of the actions of the
              Board of Directors.

    B. Preferred Stock.

      1. Designation. The Preferred Stock shall be designated and known as
      "Preferred Stock." The number of shares constituting such Preferred
      Stock shall be 100,000,000.

      2. Rights and Preferences. Preferred Stock may be issued from time
      to time in one or more series, each of such series to have such
      terms as stated or expressed herein and in the resolution or
      resolutions providing for the issue of such series adopted by the
      Board of Directors of the Corporation as hereinafter provided. Any
      shares of Preferred Stock, which may be redeemed, purchased or
      acquired by the Corporation, may be reissued except as otherwise
      provided by law. Different series of Preferred Stock shall not be
      construed to constitute different classes of shares for the purposes
      of voting by classes unless expressly provided.

      Authority is hereby expressly granted to the Board of Directors from
      time to time to issue the Preferred Stock in one or more series, and
      in connection with the creation of any such series, by resolution or
      resolutions providing for the issue of the shares thereof, to
      determine and fix such voting powers, full or limited, or no voting
      powers, and such designations, preferences and relative
      participating, optional or other special rights, and qualifications,
      limitations or restrictions

                                     A-14
<PAGE>

      thereof, including without limitation thereof, dividend rights,
      conversion rights, redemption privileges and liquidation
      preferences, as shall be stated and expressed in such resolutions,
      all to the full extent now or hereafter permitted by the General
      Corporation Law of Delaware. Without limiting the generality of the
      foregoing, the resolutions providing for issuance of any series of
      Preferred Stock may provide that such series shall be superior or
      rank equally or be junior to the Preferred Stock of any other series
      to the extent permitted by law. Except as otherwise provided in this
      Amended and Restated Certificate of Incorporation, no vote of the
      holders of the Preferred Stock or Common Stock shall be a
      prerequisite to the designation or issuance of any shares of any
      series of the Preferred Stock authorized by and complying with the
      conditions of this Amended and Restated Certificate of
      Incorporation, the right to have such vote being expressly waived by
      all present and future holders of the capital stock of the
      Corporation.

    C. Designation of Series C Junior Participating Preferred Stock

      1. Designation and Amount. Two Hundred Thousand (200,000) of the
      authorized and unissued shares of Preferred Stock are designated as
      "Series C Junior Participating Preferred Stock." Such number of
      shares may be increased or decreased by resolution of the Board of
      Directors; provided, that no decrease shall reduce the number of
      shares of Series C Preferred Stock to a number less than the number
      of shares then outstanding plus the number of shares reserved for
      issuance upon the exercise of outstanding options, rights or
      warrants or upon the conversion of any outstanding securities issued
      by the Corporation convertible into Series C Junior Participating
      Preferred Stock.

      2. Dividends and Distributions.

              (a) The holders of shares of Series C Junior Participating
              Preferred Stock shall be entitled to receive, when, as and if
              declared by the Board of Directors out of funds legally
              available for the purpose, quarterly dividends payable in cash
              on the last day of March, June, September and December in each
              year (each such date being referred to herein as a "Quarterly
              Dividend Payment Date"), commencing on the first Quarterly
              Dividend Payment Date after the first issuance of a share or
              fraction of a share of Series C Junior Participating Preferred
              Stock, in an amount per share (rounded to the nearest cent)
              equal to the greater of (x) $1.00 or (y) subject to the
              provision for adjustment hereinafter set forth, 1,000 times the
              aggregate per share amount of all cash dividends, and 1,000
              times the aggregate per share amount (payable in kind) of all
              non-cash dividends or other distributions other than a dividend
              payable in shares of Comdisco Stock or a subdivision of the
              outstanding shares of Comdisco Stock (by reclassification or
              otherwise), declared on the Comdisco Stock of the Corporation
              since the immediately preceding Quarterly Dividend Payment Date,
              or, with respect to the first Quarterly Dividend Payment Date,
              since the first issuance of any share or fraction of a share of
              Series C Junior Participating Preferred Stock. In the event the
              Corporation shall at any time after the date that these Restated
              and Amended Articles of Incorporation become effective (the
              "Rights Declaration Date") (i) declare any dividend on Comdisco
              Stock payable in shares of Comdisco Stock, (ii) subdivide the
              outstanding Comdisco Stock, or (iii) combine the outstanding
              Comdisco Stock into a smaller number of shares, then in each
              such case the amount to which holders of shares of Series C
              Junior Participating Preferred Stock were entitled immediately
              prior to such event under clause (y) of the preceding sentence
              shall be adjusted by multiplying such amount by a fraction the
              numerator of which is the number of shares of Comdisco Stock
              outstanding immediately after such event and the denominator of
              which is the number of shares of Comdisco Stock that were
              outstanding immediately prior to such event.

              (b) The Corporation shall declare a dividend or distribution on
              the Series C Junior Participating Preferred Stock as provided in
              Paragraph (a) above immediately after it declares a dividend or
              distribution on the Comdisco Stock (other than a dividend
              payable in shares of Comdisco Stock); provided that, in the
              event no dividend or distribution shall have

                                     A-15
<PAGE>

              been declared on the Comdisco Stock during the period between
              any Quarterly Dividend Payment Date and the next subsequent
              Quarterly Dividend Payment Date, a dividend of $0.01 per share
              on the Series C Junior Participating Preferred Stock shall
              nevertheless be payable on such subsequent Quarterly Dividend
              Payment Date.

              (c) Dividends shall begin to accrue and be cumulative on
              outstanding shares of Series C Junior Participating Preferred
              Stock from the Quarterly Dividend Payment Date next preceding
              the date of issue of such shares of Series C Junior
              Participating Preferred Stock, unless the date of issue of such
              shares is prior to the record date for the first Quarterly
              Dividend Payment Date, in which case dividends on such shares
              shall begin to accrue from the date of issue of such shares, or
              unless the date of issue is a Quarterly Dividend Payment Date or
              is a date after the record date for the determination of holders
              of shares of Series C Junior Participating Preferred Stock
              entitled to receive a quarterly dividend and before such
              Quarterly Dividend Payment Date, in either of which events such
              dividends shall begin to accrue and be cumulative from such
              Quarterly Dividend Payment Date. Accrued but unpaid dividends
              shall not bear interest. Dividends paid on the shares of Series
              C Junior Participating Preferred Stock in an amount less than
              the total amount of such dividends at the time accrued and
              payable on such shares shall be allocated pro rata on a share-
              by-share basis among all such shares at the time outstanding.

      The Board of Directors may fix a record date for the determination
      of holders of shares of Series C Junior Participating Preferred
      Stock entitled to receive payment of a dividend or distribution
      declared thereon, which record date shall be no more than 30 days
      prior to the date fixed for the payment thereof.

      3. Voting Rights. The holders of shares of Series C Junior
      Participating Preferred Stock shall have the following voting
      rights:

              (a) Subject to the provision for adjustment hereinafter set
              forth, each share of Series C Junior Participating Preferred
              Stock shall entitle the holder thereof to 1,000 votes on all
              matters submitted to a vote of the stockholders of the
              Corporation. In the event the Corporation shall at any time
              after the Rights Declaration Date (i) declare any dividend on
              Comdisco Stock payable in shares of Comdisco Stock, (ii)
              subdivide the outstanding Comdisco Stock, or (iii) combine the
              outstanding Comdisco Stock into a smaller number of shares, then
              in each such case the number of votes per share to which holders
              of shares of Series C Junior Participating Preferred Stock were
              entitled immediately prior to such event shall be adjusted by
              multiplying such number by a fraction the numerator of which is
              the number of shares of Comdisco Stock outstanding immediately
              after such event and the denominator of which is the number of
              shares of Comdisco Stock that were outstanding immediately prior
              to such event.

              (b) Except as otherwise provided herein or by law, the holders
              of shares of Series C Junior Participating Preferred Stock and
              the holders of shares of Comdisco Stock shall vote together as
              one class on all matters submitted to a vote of stockholders of
              the Corporation.

              (c) (i) If at any time dividends on any Series C Junior
              Participating Preferred Stock shall be in arrears in an amount
              equal to six (6) quarterly dividends thereon, the occurrence of
              such contingency shall mark the beginning of a period (herein
              called a "default period") which shall extend until such time
              when all accrued and unpaid dividends for all previous quarterly
              dividend periods and for the current quarterly dividend period
              on all shares of Series C Junior Participating Preferred Stock
              then outstanding shall have been declared and paid or set apart
              for payment. During each default period, all holders of
              Preferred Stock (including holders of the Series C Junior
              Participating Preferred Stock) with dividends in arrears in an
              amount equal to six (6) quarterly dividends thereon, voting as a
              class, irrespective of series, shall have the right to elect two
              (2) directors.

                                     A-16
<PAGE>

              (ii) During any default period, such voting right of the holders
              of Series C Junior Participating Preferred Stock may be
              exercised initially at a special meeting called pursuant to
              subparagraph (iii) of this Section 3(c) of this Article 4(C) or
              at any annual meeting of stockholders, and thereafter at annual
              meetings of stockholders, provided that such voting right shall
              not be exercised unless the holders of ten percent (10%) in
              number of shares of Preferred Stock outstanding shall be present
              in person or by proxy. The absence of a quorum of the holders of
              Common Stock shall not affect the exercise by the holders of
              Preferred Stock of such voting right. At any meeting at which
              the holders of Preferred Stock shall exercise such voting right
              initially during an existing default period, they shall have the
              right, voting as a class, to elect directors to fill such
              vacancies, if any, in the Board of Directors as may then exist
              up to two (2) directors or, if such right is exercised at an
              annual meeting, to elect two (2) directors. If the number which
              may be so elected at any special meeting does not amount to the
              required number, the holders of the Preferred Stock shall have
              the right to make such increase in the number of directors as
              shall be necessary to permit the election by them of the
              required number. After the holders of the Preferred Stock shall
              have exercised their right to elect directors in any default
              period and during the continuance of such period, the number of
              directors shall not be increased or decreased except by vote of
              the holders of Preferred Stock as herein provided or pursuant to
              the rights of any equity securities ranking senior to or pari
              passu with the Series C Junior Participating Preferred Stock.

              (iii) Unless the holders of Preferred Stock shall, during an
              existing default period, have previously exercised their right
              to elect directors, the Board of Directors may order, or any
              stockholder or stockholders owning in the aggregate not less
              than ten percent (10%) of the total number of shares of
              Preferred Stock outstanding, irrespective of series, may
              request, the calling of special meeting of the holders of
              Preferred Stock, which meeting shall thereupon be called by the
              President, a Vice-President or the Secretary of the Corporation.
              Notice of such meeting and of any annual meeting at which
              holders of Preferred Stock are entitled to vote pursuant to this
              subparagraph (iii) shall be given to each holder of record of
              Preferred Stock by mailing a copy of such notice to him or her
              at his or her last address as the same appears on the books of
              the Corporation. Such meeting shall be called for a time not
              earlier than 20 days and not later than 60 days after such order
              or request or in default of the calling of such meeting within
              60 days after such order or request, such meeting may be called
              on similar notice by any stockholder or stockholders owning in
              the aggregate not less than ten percent (10%) of the total
              number of shares of Preferred Stock outstanding. Notwithstanding
              the provisions of this subparagraph (iii), no such special
              meeting shall be called during the period within 60 days
              immediately preceding the date fixed for the next annual meeting
              of the stockholders.

              (iv) In any default period, the holders of Common Stock, and
              other classes of stock of the Corporation if applicable, shall
              continue to be entitled to elect the whole number of directors
              until the holders of Preferred Stock shall have exercised their
              right to elect two (2) directors voting as a class, after the
              exercise of which right (x) the directors so elected by the
              holders of Preferred Stock shall continue in office until their
              successors shall have been elected by such holders or until the
              expiration of the default period, and (y) any vacancy in the
              Board of Directors may (except as provided in Paragraph (ii) of
              this Section 3(c) of this Article 4(C)) be filled by vote of a
              majority of the remaining directors theretofore elected by the
              holders of the class of stock which elected the director whose
              office shall have become vacant. References in this Paragraph
              (c) to directors elected by the holders of a particular class of
              stock shall include directors elected by such directors to fill
              vacancies as provided in clause (y) of the foregoing sentence.

              (v) Immediately upon the expiration of a default period, (x) the
              right of the holders of Preferred Stock as a class to elect
              directors shall cease, (y) the term of any directors elected

                                     A-17
<PAGE>

              by the holders of Preferred Stock as a class shall terminate,
              and (z) the number of directors shall be such number as may be
              provided for in the Amended and Restated Certificate of
              Incorporation or by-laws irrespective of any increase made
              pursuant to the provisions of Paragraph (c)(ii) of this Section
              3 (such number being subject, however, to change thereafter in
              any manner provided by law or in the Amended and Restated
              Certificate of Incorporation or by-laws). Any vacancies in the
              Board of Directors effected by the provisions of clauses (y) and
              (z) in the preceding sentence may be filled by a majority of the
              remaining directors.

              (d) Except as set forth herein, holders of Series C Junior
              Participating Preferred Stock shall have no special voting
              rights and their consent shall not be required (except to the
              extent they are entitled to vote with holders of Common Stock as
              set forth herein) for taking any corporate action.

      4. Certain Restrictions.

              (a) Whenever quarterly dividends or other dividends or
              distributions payable on the Series C Junior Participating
              Preferred Stock as provided in Section 2 of this Article 4(C)
              are in arrears, thereafter and until all accrued and unpaid
              dividends and distributions, whether or not declared, on shares
              of Series C Junior Participating Preferred Stock outstanding
              shall have been paid in full, the Corporation shall not:

                 (i) declare or pay dividends on, make any other distributions
                 on, or redeem or purchase or otherwise acquire for
                 consideration any shares of stock ranking junior (either as
                 to dividends or upon liquidation, dissolution or winding up)
                 to the Series C Junior Participating Preferred Stock;

                 (ii) declare or pay dividends on or make any other
                 distributions on any shares of stock ranking on a parity
                 (either as to dividends or upon liquidation, dissolution or
                 winding up) with the Series C Junior Participating Preferred
                 Stock, except dividends paid ratably on the Series C Junior
                 Participating Preferred Stock and all such parity stock on
                 which dividends are payable or in arrears in proportion to
                 the total amounts to which the holders of all such shares are
                 then entitled;

                 (iii) redeem or purchase or otherwise acquire for
                 consideration shares of any stock ranking on a parity (either
                 as to dividends or upon liquidation, dissolution or winding
                 up) with the Series C Junior Participating Preferred Stock,
                 provided that the Corporation may at any time redeem,
                 purchase or otherwise acquire shares of any such parity stock
                 in exchange for shares of any stock of the Corporation
                 ranking junior (either as to dividends or upon dissolution,
                 liquidation or winding up) to the Series C Junior
                 Participating Preferred Stock; or

                 (iv) purchase or otherwise acquire for consideration any
                 shares of Series C Junior Participating Preferred Stock, or
                 any shares of stock ranking on a parity with the Series C
                 Junior Participating Preferred Stock, except in accordance
                 with a purchase offer made in writing or by publication (as
                 determined by the Board of Directors) to all holders of such
                 shares upon such terms as the Board of Directors, after
                 consideration of the respective annual dividend rates and
                 other relative rights and preferences of the respective
                 series and classes, shall determine in good faith will result
                 in fair and equitable treatment among the respective series
                 or classes.

              (b) The Corporation shall not permit any subsidiary of the
              Corporation to purchase or otherwise acquire for consideration
              any shares of stock of the Corporation unless the Corporation
              could, under Paragraph (a) of this Section 4 of this Article
              4(C), purchase or otherwise acquire such shares at such time and
              in such manner.

      5. Reacquired Shares. Any shares of Series C Junior Participating
      Preferred Stock purchased or otherwise acquired by the Corporation
      in any manner whatsoever shall be retired and cancelled

                                     A-18
<PAGE>

      promptly after the acquisition thereof. All such shares shall upon
      their cancellation become authorized but unissued shares of
      Preferred Stock and may be reissued as part of a new series of
      Preferred Stock to be created by resolution or resolutions of the
      Board of Directors, subject to the conditions and restrictions on
      issuance set forth herein.

      6. Liquidation, Dissolution or Winding Up.

              (a) Upon any liquidation (voluntary or otherwise), dissolution
              or winding up of the Corporation, no distribution shall be made
              to the holders of shares of stock ranking junior (either as to
              dividends or upon liquidation, dissolution or winding up) to the
              Series C Junior Participating Preferred Stock unless, prior
              thereto, the holders of shares of Series C Junior Participating
              Preferred Stock shall have received an amount equal to 1,000
              times the Purchase Price, plus an amount equal to accrued and
              unpaid dividends and distributions thereon, whether or not
              declared, to the date of such payment (the "Series C Liquidation
              Preference"). Following the payment of the full amount of the
              Series C Liquidation Preference, no additional distributions
              shall be made to the holders of shares of Series C Junior
              Participating Preferred Stock unless, prior thereto, the holders
              of shares of Comdisco Stock shall have received an amount per
              share (the "Comdisco Adjustment") equal to the quotient obtained
              by dividing (i) the Series C Liquidation Preference by (ii)
              1,000 (as appropriately adjusted as set forth in subparagraph
              (C) below to reflect such events as stock splits, stock
              dividends and recapitalizations with respect to the Comdisco
              Stock) (such number in clause (ii), the "Comdisco Adjustment
              Number"). Following the payment of the full amount of the Series
              C Liquidation Preference and the Comdisco Adjustment in respect
              of all outstanding shares of Series C Junior Participating
              Preferred Stock and Comdisco Stock, respectively, holders of
              Series C Junior Participating Preferred Stock and holders of
              shares of Comdisco Stock shall receive their ratable and
              proportionate share of the remaining assets to be distributed in
              the ratio of the Comdisco Adjustment Number to 1 with respect to
              such Preferred Stock and Comdisco Stock, on a per share basis,
              respectively.

              (b) In the event, however, that there are not sufficient assets
              available to permit payment in full of the Series C Liquidation
              Preference and the liquidation preferences of all other series
              of preferred stock, if any, which rank on a parity with the
              Series C Junior Participating Preferred Stock, then such
              remaining assets shall be distributed ratably to the holders of
              such parity shares in proportion to their respective liquidation
              preferences. In the event, however, that there are not
              sufficient assets available to permit payment in full of the
              Comdisco Adjustment, then such remaining assets shall be
              distributed ratably to the holders of Comdisco Stock.

              (c) In the event the Corporation shall at any time after the
              Rights Declaration Date (i) declare any dividend on Comdisco
              Stock payable in shares of Comdisco Stock, (ii) subdivide the
              outstanding Comdisco Stock, or (iii) combine the outstanding
              Comdisco Stock into a smaller number of shares, then in each
              such case the Comdisco Adjustment Number in effect immediately
              prior to such event shall be adjusted by multiplying such
              Comdisco Adjustment Number by a fraction the numerator of which
              is the number of shares of Comdisco Stock outstanding
              immediately after such event and the denominator of which is the
              number of shares of Comdisco Stock that were outstanding
              immediately prior to such event.

      7. Consolidation, Merger, etc. Notwithstanding anything to the
      contrary contained herein, in case the Corporation shall enter into
      any consolidation, merger, combination or other transaction in which
      the shares of Comdisco Stock are exchanged for or changed into other
      stock or securities, cash and/or any other property, then in any
      such case the shares of Series C Junior Participating Preferred
      Stock shall at the same time be similarly exchanged or changed in an
      amount per share (subject to the provision for adjustment
      hereinafter set forth) equal to 1,000 times the aggregate amount of
      stock, securities, cash and/or any other property (payable in kind),
      as the case may be,

                                     A-19
<PAGE>

      into which or for which each share of Comdisco Stock is changed or
      exchanged. In the event the Corporation shall at any time after the
      Rights Declaration Date (i) declare any dividend on Comdisco Stock
      payable in shares of Comdisco Stock, (ii) subdivide the outstanding
      Comdisco Stock, or (iii) combine the outstanding Comdisco Stock into
      a smaller number of shares, then in each such case the amount set
      forth in the preceding sentence with respect to the exchange or
      change of shares of Series C Junior Participating Preferred Stock
      shall be adjusted by multiplying such amount by a fraction the
      numerator of which is the number of shares of Comdisco Stock
      outstanding immediately after such event and the denominator of
      which is the number of shares of Comdisco Stock that were
      outstanding immediately prior to such event.

      8. No Redemption. The shares of Series C Junior Participating
      Preferred Stock shall not be redeemable.

      9. Amendment. The Amended and Restated Certificate of Incorporation
      of the Corporation shall not be further amended in any manner which
      would materially alter or change the powers, preferences or special
      rights of the Series C Junior Participating Preferred Stock so as to
      affect them adversely without the affirmative vote of the holders of
      a majority or more of the outstanding shares of Series C Junior
      Participating Preferred Stock, voting separately as a class.

      10. Fractional Shares. Series C Junior Participating Preferred Stock
      may be issued in fractions of a share which shall entitle the
      holder, in proportion to such holders fractional shares, to exercise
      voting rights, receive dividends, participate in distributions and
      to have the benefit of all other rights of holders of Series C
      Junior Participating Preferred Stock.

    D. Designation of Series D Junior Participating Preferred Stock

      1. Designation and Amount. Two Hundred Thousand (200,000) of the
      authorized and unissued shares of Preferred Stock are designated as
      "Series D Junior Participating Preferred Stock." Such number of
      shares may be increased or decreased by resolution of the Board of
      Directors; provided, that no decrease shall reduce the number of
      shares of Series D Preferred Stock to a number less than the number
      of shares then outstanding plus the number of shares reserved for
      issuance upon the exercise of outstanding options, rights or
      warrants or upon the conversion of any outstanding securities issued
      by the Corporation convertible into Series D Junior Participating
      Preferred Stock.

      2. Dividends and Distributions.

              (a) The holders of shares of Series D Junior Participating
              Preferred Stock shall be entitled to receive, when, as and if
              declared by the Board of Directors out of funds legally
              available for the purpose, quarterly dividends payable in cash
              on the last day of March, June, September and December in each
              year (each such date being referred to herein as a "Quarterly
              Dividend Payment Date"), commencing on the first Quarterly
              Dividend Payment Date after the first issuance of a share or
              fraction of a share of Series D Junior Participating Preferred
              Stock, in an amount per share (rounded to the nearest cent)
              equal to the greater of (x) $1.00 or (y) subject to the
              provision for adjustment hereinafter set forth, 1,000 times the
              aggregate per share amount of all cash dividends, and 1,000
              times the aggregate per share amount (payable in kind) of all
              non-cash dividends or other distributions other than a dividend
              payable in shares of Ventures Stock or a subdivision of the
              outstanding shares of Ventures Stock (by reclassification or
              otherwise), declared on the Ventures Stock of the Corporation
              since the immediately preceding Quarterly Dividend Payment Date,
              or, with respect to the first Quarterly Dividend Payment Date,
              since the first issuance of any share or fraction of a share of
              Series D Junior Participating Preferred Stock. In the event the
              Corporation shall at any time after the date that these Restated
              and Amended Articles of Incorporation become effective (the
              "Rights Declaration Date") (i) declare any dividend on Ventures
              Stock payable in shares of Ventures Stock, (ii) subdivide the
              outstanding Ventures Stock, or (iii) combine the outstanding
              Ventures Stock into a smaller number of shares, then in each
              such case the

                                     A-20
<PAGE>

              amount to which holders of shares of Series D Junior
              Participating Preferred Stock were entitled immediately prior to
              such event under clause (b) of the preceding sentence shall be
              adjusted by multiplying such amount by a fraction the numerator
              of which is the number of shares of Ventures Stock outstanding
              immediately after such event and the denominator of which is the
              number of shares of Ventures Stock that were outstanding
              immediately prior to such event.

              (b) The Corporation shall declare a dividend or distribution on
              the Series D Junior Participating Preferred Stock as provided in
              Paragraph (y) above immediately after it declares a dividend or
              distribution on the Ventures Stock (other than a dividend
              payable in shares of Ventures Stock); provided that, in the
              event no dividend or distribution shall have been declared on
              the Ventures Stock during the period between any Quarterly
              Dividend Payment Date and the next subsequent Quarterly Dividend
              Payment Date, a dividend of $0.01 per share on the Series D
              Junior Participating Preferred Stock shall nevertheless be
              payable on such subsequent Quarterly Dividend Payment Date.

              (c) Dividends shall begin to accrue and be cumulative on
              outstanding shares of Series D Junior Participating Preferred
              Stock from the Quarterly Dividend Payment Date next preceding
              the date of issue of such shares of Series D Junior
              Participating Preferred Stock, unless the date of issue of such
              shares is prior to the record date for the first Quarterly
              Dividend Payment Date, in which case dividends on such shares
              shall begin to accrue from the date of issue of such shares, or
              unless the date of issue is a Quarterly Dividend Payment Date or
              is a date after the record date for the determination of holders
              of shares of Series D Junior Participating Preferred Stock
              entitled to receive a quarterly dividend and before such
              Quarterly Dividend Payment Date, in either of which events such
              dividends shall begin to accrue and be cumulative from such
              Quarterly Dividend Payment Date. Accrued but unpaid dividends
              shall not bear interest. Dividends paid on the shares of Series
              D Junior Participating Preferred Stock in an amount less than
              the total amount of such dividends at the time accrued and
              payable on such shares shall be allocated pro rata on a share-
              by-share basis among all such shares at the time outstanding.

              The Board of Directors may fix a record date for the
              determination of holders of shares of Series D Junior
              Participating Preferred Stock entitled to receive payment of a
              dividend or distribution declared thereon, which record date
              shall be no more than 30 days prior to the date fixed for the
              payment thereof.

      3. Voting Rights. The holders of shares of Series D Junior
      Participating Preferred Stock shall have the following voting
      rights:

              (a) Subject to the provision for adjustment hereinafter set
              forth, each share of Series D Junior Participating Preferred
              Stock shall entitle the holder thereof to the number of votes on
              all matters submitted to a vote of the stockholders of the
              Corporation equal to the product of (x) 1,000 and (y) the number
              of votes then attributed to a share of Ventures Stock. In the
              event the Corporation shall at any time after the Rights
              Declaration Date (i) declare any dividend on Ventures Stock
              payable in shares of Ventures Stock, (ii) subdivide the
              outstanding Ventures Stock, or (iii) combine the outstanding
              Ventures Stock into a smaller number of shares, then in each
              such case the number of votes per share to which holders of
              shares of Series D Junior Participating Preferred Stock were
              entitled immediately prior to such event shall be adjusted by
              multiplying such number by a fraction the numerator of which is
              the number of shares of Ventures Stock outstanding immediately
              after such event and the denominator of which is the number of
              shares of Ventures Stock that were outstanding immediately prior
              to such event.

              (b) Except as otherwise provided herein or by law, the holders
              of shares of Series D Junior Participating Preferred Stock and
              the holders of shares of Ventures Stock shall vote together as
              one class on all matters submitted to a vote of stockholders of
              the Corporation.

                                     A-21
<PAGE>

              (c) (i) If at any time dividends on any Series D Junior
              Participating Preferred Stock shall be in arrears in an amount
              equal to six (6) quarterly dividends thereon, the occurrence of
              such contingency shall mark the beginning of a period (herein
              called a "default period") which shall extend until such time
              when all accrued and unpaid dividends for all previous quarterly
              dividend periods and for the current quarterly dividend period
              on all shares of Series D Junior Participating Preferred Stock
              then outstanding shall have been declared and paid or set apart
              for payment. During each default period, all holders of
              Preferred Stock (including holders of the Series D Junior
              Participating Preferred Stock) with dividends in arrears in an
              amount equal to six (6) quarterly dividends thereon, voting as a
              class, irrespective of series, shall have the right to elect two
              (2) directors.

              (ii) During any default period, such voting right of the holders
              of Series D Junior Participating Preferred Stock may be
              exercised initially at a special meeting called pursuant to
              subparagraph (iii) of this Section 3(c) of this Article 4(C) or
              at any annual meeting of stockholders, and thereafter at annual
              meetings of stockholders, provided that such voting right shall
              not be exercised unless the holders of ten percent (10%) in
              number of shares of Preferred Stock outstanding shall be present
              in person or by proxy. The absence of a quorum of the holders of
              Common Stock shall not affect the exercise by the holders of
              Preferred Stock of such voting right. At any meeting at which
              the holders of Preferred Stock shall exercise such voting right
              initially during an existing default period, they shall have the
              right, voting as a class, to elect directors to fill such
              vacancies, if any, in the Board of Directors as may then exist
              up to two (2) directors or, if such right is exercised at an
              annual meeting, to elect two (2) directors. If the number which
              may be so elected at any special meeting does not amount to the
              required number, the holders of the Preferred Stock shall have
              the right to make such increase in the number of directors as
              shall be necessary to permit the election by them of the
              required number. After the holders of the Preferred Stock shall
              have exercised their right to elect directors in any default
              period and during the continuance of such period, the number of
              directors shall not be increased or decreased except by vote of
              the holders of Preferred Stock as herein provided or pursuant to
              the rights of any equity securities ranking senior to or pari
              passu with the Series D Junior Participating Preferred Stock.

              (iii) Unless the holders of Preferred Stock shall, during an
              existing default period, have previously exercised their right
              to elect directors, the Board of Directors may order, or any
              stockholder or stockholders owning in the aggregate not less
              than ten percent (10%) of the total number of shares of
              Preferred Stock outstanding, irrespective of series, may
              request, the calling of special meeting of the holders of
              Preferred Stock, which meeting shall thereupon be called by the
              President, a Vice-President or the Secretary of the Corporation.
              Notice of such meeting and of any annual meeting at which
              holders of Preferred Stock are entitled to vote pursuant to this
              subparagraph (iii) shall be given to each holder of record of
              Preferred Stock by mailing a copy of such notice to him or her
              at his or her last address as the same appears on the books of
              the Corporation. Such meeting shall be called for a time not
              earlier than 20 days and not later than 60 days after such order
              or request or in default of the calling of such meeting within
              60 days after such order or request, such meeting may be called
              on similar notice by any stockholder or stockholders owning in
              the aggregate not less than ten percent (10%) of the total
              number of shares of Preferred Stock outstanding. Notwithstanding
              the provisions of this subparagraph (iii), no such special
              meeting shall be called during the period within 60 days
              immediately preceding the date fixed for the next annual meeting
              of the stockholders.

              (iv) In any default period, the holders of Common Stock, and
              other classes of stock of the Corporation if applicable, shall
              continue to be entitled to elect the whole number of directors
              until the holders of Preferred Stock shall have exercised their
              right to elect two (2) directors voting as a class, after the
              exercise of which right (x) the directors so elected by the
              holders of Preferred Stock shall continue in office until their
              successors shall have been elected by

                                     A-22
<PAGE>

              such holders or until the expiration of the default period, and
              (y) any vacancy in the Board of Directors may (except as
              provided in Paragraph (ii) of this Section 3(c) of this Article
              4(D)) be filled by vote of a majority of the remaining directors
              theretofore elected by the holders of the class of stock which
              elected the director whose office shall have become vacant.
              References in this Paragraph (c) to directors elected by the
              holders of a particular class of stock shall include directors
              elected by such directors to fill vacancies as provided in
              clause (y) of the foregoing sentence.

              (v) Immediately upon the expiration of a default period, (x) the
              right of the holders of Preferred Stock as a class to elect
              directors shall cease, (y) the term of any directors elected by
              the holders of Preferred Stock as a class shall terminate, and
              (z) the number of directors shall be such number as may be
              provided for in the Amended and Restated Certificate of
              Incorporation or by-laws irrespective of any increase made
              pursuant to the provisions of Paragraph (ii) of this Section 3
              of this Article 4(D) (such number being subject, however, to
              change thereafter in any manner provided by law or in the
              Amended and Restated Certificate of Incorporation or by-laws).
              Any vacancies in the Board of Directors effected by the
              provisions of clauses (y) and (z) in the preceding sentence may
              be filled by a majority of the remaining directors.

              (d) Except as set forth herein, holders of Series D Junior
              Participating Preferred Stock shall have no special voting
              rights and their consent shall not be required (except to the
              extent they are entitled to vote with holders of Common Stock as
              set forth herein) for taking any corporate action.

      4. Certain Restrictions.

              (a) Whenever quarterly dividends or other dividends or
              distributions payable on the Series D Junior Participating
              Preferred Stock as provided in Section 2 of this Article 4(D)
              are in arrears, thereafter and until all accrued and unpaid
              dividends and distributions, whether or not declared, on shares
              of Series D Junior Participating Preferred Stock outstanding
              shall have been paid in full, the Corporation shall not:

                 (i) declare or pay dividends on, make any other distributions
                 on, or redeem or purchase or otherwise acquire for
                 consideration any shares of stock ranking junior (either as
                 to dividends or upon liquidation, dissolution or winding up)
                 to the Series D Junior Participating Preferred Stock;

                 (ii) declare or pay dividends on or make any other
                 distributions on any shares of stock ranking on a parity
                 (either as to dividends or upon liquidation, dissolution or
                 winding up) with the Series D Junior Participating Preferred
                 Stock, except dividends paid ratably on the Series D Junior
                 Participating Preferred Stock and all such parity stock on
                 which dividends are payable or in arrears in proportion to
                 the total amounts to which the holders of all such shares are
                 then entitled;

                 (iii) redeem or purchase or otherwise acquire for
                 consideration shares of any stock ranking on a parity (either
                 as to dividends or upon liquidation, dissolution or winding
                 up) with the Series D Junior Participating Preferred Stock,
                 provided that the Corporation may at any time redeem,
                 purchase or otherwise acquire shares of any such parity stock
                 in exchange for shares of any stock of the Corporation
                 ranking junior (either as to dividends or upon dissolution,
                 liquidation or winding up) to the Series D Junior
                 Participating Preferred Stock; or

                 (iv) purchase or otherwise acquire for consideration any
                 shares of Series D Junior Participating Preferred Stock, or
                 any shares of stock ranking on a parity with the Series D
                 Junior Participating Preferred Stock, except in accordance
                 with a purchase offer made in writing or by publication (as
                 determined by the Board of Directors) to all holders of

                                     A-23
<PAGE>

                 such shares upon such terms as the Board of Directors, after
                 consideration of the respective annual dividend rates and
                 other relative rights and preferences of the respective
                 series and classes, shall determine in good faith will result
                 in fair and equitable treatment among the respective series
                 or classes.

              (b) The Corporation shall not permit any subsidiary of the
              Corporation to purchase or otherwise acquire for consideration
              any shares of stock of the Corporation unless the Corporation
              could, under Paragraph (a) of this Section 4 of this Article
              4(D), purchase or otherwise acquire such shares at such time and
              in such manner.

      5. Reacquired Shares. Any shares of Series D Junior Participating
      Preferred Stock purchased or otherwise acquired by the Corporation
      in any manner whatsoever shall be retired and cancelled promptly
      after the acquisition thereof. All such shares shall upon their
      cancellation become authorized but unissued shares of Preferred
      Stock and may be reissued as part of a new series of Preferred Stock
      to be created by resolution or resolutions of the Board of
      Directors, subject to the conditions and restrictions on issuance
      set forth herein.

      6. Liquidation, Dissolution or Winding Up.

              (a) Upon any liquidation (voluntary or otherwise), dissolution
              or winding up of the Corporation, no distribution shall be made
              to the holders of shares of stock ranking junior (either as to
              dividends or upon liquidation, dissolution or winding up) to the
              Series D Junior Participating Preferred Stock unless, prior
              thereto, the holders of shares of Series D Junior Participating
              Preferred Stock shall have received an amount equal to 1,000
              times the Purchase Price, plus an amount equal to accrued and
              unpaid dividends and distributions thereon, whether or not
              declared, to the date of such payment (the "Series D Liquidation
              Preference"). Following the payment of the full amount of the
              Series D Liquidation Preference, no additional distributions
              shall be made to the holders of shares of Series D Junior
              Participating Preferred Stock unless, prior thereto, the holders
              of shares of Ventures Stock shall have received an amount per
              share (the "Ventures Adjustment") equal to the quotient obtained
              by dividing (i) the Series D Liquidation Preference by (ii)
              1,000 (as appropriately adjusted as set forth in subparagraph
              (c) below to reflect such events as stock splits, stock
              dividends and recapitalizations with respect to the Ventures
              Stock) (such number in clause (ii), the "Ventures Adjustment
              Number"). Following the payment of the full amount of the Series
              D Liquidation Preference and the Ventures Adjustment in respect
              of all outstanding shares of Series D Junior Participating
              Preferred Stock and Ventures Stock, respectively, holders of
              Series D Junior Participating Preferred Stock and holders of
              shares of Ventures Stock shall receive their ratable and
              proportionate share of the remaining assets to be distributed in
              the ratio of the Ventures Adjustment Number to 1 with respect to
              such Preferred Stock and Ventures Stock, on a per share basis,
              respectively.

              (b) In the event, however, that there are not sufficient assets
              available to permit payment in full of the Series D Liquidation
              Preference and the liquidation preferences of all other series
              of preferred stock, if any, which rank on a parity with the
              Series D Junior Participating Preferred Stock, then such
              remaining assets shall be distributed ratably to the holders of
              such parity shares in proportion to their respective liquidation
              preferences. In the event, however, that there are not
              sufficient assets available to permit payment in full of the
              Ventures Adjustment, then such remaining assets shall be
              distributed ratably to the holders of Ventures Stock.

              (c) In the event the Corporation shall at any time after the
              Rights Declaration Date (i) declare any dividend on Ventures
              Stock payable in shares of Ventures Stock, (ii) subdivide the
              outstanding Ventures Stock, or (iii) combine the outstanding
              Ventures Stock into a smaller number of shares, then in each
              such case the Ventures Adjustment Number in effect immediately
              prior to such event shall be adjusted by multiplying such
              Ventures Adjustment Number by a fraction the numerator of which
              is the number of shares of Ventures Stock

                                     A-24
<PAGE>

              outstanding immediately after such event and the denominator of
              which is the number of shares of Ventures Stock that were
              outstanding immediately prior to such event.

      7. Consolidation, Merger, etc. Notwithstanding anything to the
      contrary contained herein, in case the Corporation shall enter into
      any consolidation, merger, combination or other transaction in which
      the shares of Ventures Stock are exchanged for or changed into other
      stock or securities, cash and/or any other property, then in any
      such case the shares of Series D Junior Participating Preferred
      Stock shall at the same time be similarly exchanged or changed in an
      amount per share (subject to the provision for adjustment
      hereinafter set forth) equal to 1,000 times the aggregate amount of
      stock, securities, cash and/or any other property (payable in kind),
      as the case may be, into which or for which each share of Ventures
      Stock is changed or exchanged. In the event the Corporation shall at
      any time after the Rights Declaration Date (i) declare any dividend
      on Ventures Stock payable in shares of Ventures Stock, (ii)
      subdivide the outstanding Ventures Stock, or (iii) combine the
      outstanding Ventures Stock into a smaller number of shares, then in
      each such case the amount set forth in the preceding sentence with
      respect to the exchange or change of shares of Series D Junior
      Participating Preferred Stock shall be adjusted by multiplying such
      amount by a fraction the numerator of which is the number of shares
      of Ventures Stock outstanding immediately after such event and the
      denominator of which is the number of shares of Ventures Stock that
      were outstanding immediately prior to such event.

      8. No Redemption. The shares of Series D Junior Participating
      Preferred Stock shall not be redeemable.

      9. Amendment. The Amended and Restated Certificate of Incorporation
      of the Corporation shall not be further amended in any manner which
      would materially alter or change the powers, preferences or special
      rights of the Series D Junior Participating Preferred Stock so as to
      affect them adversely without the affirmative vote of the holders of
      a majority or more of the outstanding shares of Series D Junior
      Participating Preferred Stock, voting separately as a class.

      10. Fractional Shares. Series D Junior Participating Preferred Stock
      may be issued in fractions of a share which shall entitle the
      holder, in proportion to such holders fractional shares, to exercise
      voting rights, receive dividends, participate in distributions and
      to have the benefit of all other rights of holders of Series D
      Junior Participating Preferred Stock.

  5. The name and mailing address of each incorporator is as follows:

<TABLE>
<CAPTION>
      Name             Mailing Address
      ----             ---------------
      <S>              <C>
      B.J. Consono     1209 Orange Street
                       Wilmington, Delaware 19899

      F.J. Obara, Jr.  1209 Orange Street
                       Wilmington, Delaware 19899

      J.L. Rivera      1209 Orange Street
                       Wilmington, Delaware 19899
</TABLE>

  6. The Corporation is to have perpetual existence.

  7. In furtherance and not in limitation of the powers conferred by statute,
  the board of directors is expressly authorized:

    To make, alter or repeal the by-laws of the Corporation.

    To authorize and cause to be executed mortgages and liens upon the real
    and personal property of the Corporation.

    To set apart out of any of the funds of the Corporation available for
    dividends a reserve or reserves for any proper purpose and to abolish
    any such reserve in the manner in which it was created.

                                     A-25
<PAGE>

    By a majority of the whole board, to designate one or more committees,
    each committee to consist of one or more of the directors of the
    Corporation. The board may designate one or more directors as alternate
    members of any committee, who may replace any absent or disqualified
    member at any meeting of the committee. The by-laws may provide that in
    the absence or disqualification of a member of a committee, the member
    or members thereof present at any meeting and not disqualified from
    voting, whether or not he or they constitute a quorum, may unanimously
    appoint another member of the board of directors to act at the meeting
    in the place of any such absent or disqualified member. Any such
    committee, to the extent provided in the resolution of the board of
    directors, or in the by-laws of the Corporation, shall have and may
    exercise all the powers and authority of the board of directors in the
    management of the business and affairs of the Corporation, and may
    authorize the seal of the Corporation to be affixed to all papers which
    may require it; but no such committee shall have the power or authority
    in reference to amending the Amended and Restated Certificate of
    Incorporation, adopting an agreement of merger or consolidation,
    recommending to the stockholders the sale, lease or exchange of all or
    substantially all of the Corporation's property and assets,
    recommending to the stockholders a dissolution of the Corporation or a
    revocation of a dissolution, or amending the by-laws of the
    Corporation; and, unless the resolution or by-laws expressly so
    provide, no such committee shall have the power or authority to declare
    a dividend or to authorize the issuance of stock.

    When and as authorized by the stockholders in accordance with statute,
    to sell, lease or exchange all or substantially all of the property and
    assets of the Corporation, including its good will and its corporate
    franchises, upon such terms and conditions and for such consideration,
    which may consist in whole or in part of money or property including
    shares of stock in, and/or other securities of, any other corporation
    or corporations, as its board of directors shall deem expedient and for
    the best interest of the Corporation.

  8. Whenever a compromise or arrangement is proposed between this
  Corporation and its creditors or any class of them and/or between this
  Corporation and its stockholders or any class of them, any court of
  equitable jurisdiction within the State of Delaware may, on the application
  in a summary way of this corporation or of any creditor or stockholder
  thereof, or on the application of any receiver or receivers appointed for
  this corporation under the provisions of section 291 of Title 8 of the
  General Corporation Law of the State of Delaware or on the application of
  trustees in dissolution or of any receiver or receivers appointed for this
  Corporation under the provisions of section 279 of Title 8 of the General
  Corporation Law of the State of Delaware order a meeting of the creditors
  or class of creditors, and/or of the stockholders or class of stockholders
  of this Corporation, as the case may be, to be summoned in such manner as
  the said court directs. If a majority in number representing three-fourths
  in value of the creditors or class of creditors, and/or of the stockholders
  or class of stockholders of this Corporation, as the case may be, agree to
  any compromise or arrangement and to any reorganization of this Corporation
  as a consequence of such compromise or arrangement, the said compromise or
  arrangement and the said reorganization shall, if sanctioned by the court
  to which the said application has been made, be binding on all the
  creditors or class of creditors, and/or on all the stockholders or class of
  stockholders, of this Corporation, as the case may be, and also on this
  Corporation.

  9. Meetings of stockholders may be held within or without the State of
  Delaware, as the by-laws may provide. The books of the Corporation may be
  kept (subject to any provision contained in the statutes) outside the State
  of Delaware at such place or places as may be designated from time to time
  by the board of directors or in the by-laws of the corporation. Elections
  of directors need not to be by written ballot unless the by-laws of the
  corporation shall so provide.

  10. Except as expressly provided in this Amended and Restated Articles of
  Incorporation, the Corporation reserves the right to amend, alter, change
  or repeal any provision contained in this Amended and Restated Articles of
  Incorporation, in the manner now or hereafter prescribed by statute, and
  all rights conferred upon stockholders herein are granted subject to this
  reservation.

  11. The number of directors which shall constitute the whole board shall be
  not less than four nor more than fifteen, such number to be set by or in
  accordance with the by-laws. Such by-law provision can only

                                     A-26
<PAGE>

  be amended by the Board of Directors or by the affirmative vote of not less
  than 66 2/3% of the stock then entitled to vote in an election of
  directors. The directors shall be divided into three classes as nearly
  equal in number as possible. At the 1986 annual meeting of stockholders,
  one class of directors was elected for a one-year term, one class for a
  two-year term and one class for a three-year term. At each succeeding
  annual meeting of stockholders, successors to the class of directors whose
  term expires in that year will be elected for a three-year term. A director
  shall hold office until the annual meeting of stockholders for the year in
  which his term expires or until his successor is elected and qualified.

  Vacancies and newly created directorships within any class resulting from
  any increase in the authorized number of directors may be filled by a
  majority of directors then in office, though less than a quorum, and any
  director so chosen shall hold office for a term which shall coincide with
  the term of such class to which he is elected. If there are no directors in
  office, then an election of directors may be held in the manner provided by
  statute.

  The affirmative vote of the holders of at least 66 2/3% of the stock then
  entitled to vote in an election of directors shall be required for the
  approval of any proposal that (a) any director of the corporation be
  removed from office for cause; or (b) this Article 11 of this Amended and
  Restated Certificate of Incorporation be altered, amended or repealed.

  12. A. In addition to the requirements of any applicable statute, the
  affirmative vote of not less than 66 2/3% of the stock then entitled to
  vote in an election of directors owned by persons other than a "substantial
  stockholder" (as hereinafter defined), considered for purposes of this
  Article 12 as one class, shall be required for the approval or
  authorization of any "business combination" (as hereinafter defined)
  between the corporation and any substantial stockholders provided, however,
  that such additional voting requirement shall not be applicable if:

    1. The business combination is solely between the Corporation and
    another corporation, 50% or more of the voting stock of which is owned
    by the Corporation and none of which is owned by a substantial
    stockholder and each holder of common stock of the Corporation receives
    the same type of consideration in proportion to his holdings; or

    2. All the following conditions are satisfied: (a) the cash or fair
    market value of the property, securities or "other consideration to be
    received" (as hereinafter defined) per share in the business
    combination by holders of the common stock of the corporation is not
    less than the higher of (i) the highest price per share (including
    brokerage commissions, soliciting dealers' fees and dealer-manager
    compensation) paid by such substantial stockholder in acquiring any of
    its holdings of the Corporation's common stock, or (ii) the highest per
    share market price of common stock during the three-month period
    immediately preceding the date of the proxy statement described in (c)
    below or, if none, during the six-month period prior to the
    consummation of the business combination; (b) after becoming a
    substantial stockholder and prior to the consummation of such business
    combination (i) such substantial stockholder shall not have acquired
    any newly issued shares of capital stock, directly or indirectly, from
    the Corporation (except upon conversion of convertible securities
    acquired by it prior to becoming a substantial stockholder or upon
    compliance with the provisions of this Article 12 or as a result of a
    pro rata stock dividend or stock split), and (ii) such substantial
    stockholder shall not have received the benefit, directly or indirectly
    (except proportionately as a stockholder), of any loans, advances,
    guarantees, pledges or other financial assistance or tax credits
    provided by the Corporation, or made any major changes in the
    Corporation's business or equity capital structure; and (c) if such
    proposal otherwise requires stockholder approval, a proxy statement
    responsive to the requirements of the Securities Exchange Act of 1934,
    whether or not the Corporation is then subject to such requirements,
    shall be mailed to the public stockholders of the Corporation for the
    purpose of soliciting stockholder approval of such business
    combination.

  B. For the purposes of this Article 12:

    1. The term "business combination" shall mean (a) any merger or
    consolidation of the Corporation with or into a substantial
    stockholder, (b) any sale, lease, exchange, transfer or other
    disposition,

                                     A-27
<PAGE>

    including, without limitation, a mortgage or any other security device,
    of all, or any "substantial part" (as hereinafter defined) of the
    assets of the Corporation including, without limitation, any voting
    securities of a subsidiary) or of a subsidiary, to a substantial
    stockholder, (c) any merger or consolidation of a substantial
    stockholder with or into the Corporation or a subsidiary of the
    Corporation, (d) any sale, lease, exchange, transfer or other
    disposition of all or any substantial part of the assets of a
    substantial stockholder to the Corporation or a subsidiary of the
    Corporation, (e) the issuance of any securities of the Corporation or a
    subsidiary of the Corporation to a substantial stockholder (except
    proportionately as a stockholder), (f) the acquisition by the
    Corporation or a subsidiary of the Corporation of any securities of a
    substantial stockholder (except proportionately as a stockholder), (g)
    any reclassification of common stock of the Corporation, or any
    recapitalization involving common stock of the Corporation, consummated
    within five years after a substantial stockholder becomes a substantial
    stockholder, and (h) any agreement, contract or other arrangement
    providing for any of the transactions described in this definition of
    business combination;

    2. The term "substantial stockholder" shall mean and include any
    individual, corporation, partnership, "group" or other person or entity
    which, together with its "affiliates" and "associates", "beneficially"
    owns (as those terms are defined on the date on which this provision
    was adopted in Rules 12b-2, 13d-3 and 13d-5(b) of the General Rules and
    Regulations under the Securities Exchange Act of 1934) in the aggregate
    10% or more of the outstanding shares of common stock of the
    Corporation, and any affiliate or associate of any such individual,
    corporation, partnership, group or other person or entity excluding,
    however, any incumbent members of the Board of Directors as of
    September 30, 1985 and any employee benefit plan of the corporation or
    its subsidiaries;

    3. The term "substantial part" shall mean more than 10% of the total
    book value of assets of the corporation in question, as of the end of
    its most recent fiscal year ending prior to the time the determination
    is being made;

    4. Without limitation, any shares of common stock of the Corporation
    which any substantial stockholder has the right to acquire at any time
    pursuant to any agreement, or upon exercise of conversion rights,
    warrants, options, or otherwise, shall be deemed outstanding and
    beneficially owned by such substantial stockholder for purposes of this
    Article 12 only; and

    5. The phrase "other consideration to be received" shall include,
    without limitation, common stock of the corporation retained by its
    existing stockholders other than a substantial stockholder in the event
    of a business combination with such substantial stockholder in which
    the corporation is the surviving corporation.

  C. The provisions set forth in this Article 12 may not be repealed or
  amended in any respect or in any manner including through any merger or
  consolidation of the corporation with any other corporation unless the
  surviving corporation's Certificate of Incorporation contains an article to
  the same effect as this Article 12, except by the affirmative vote of the
  holders of not less than 66 2/3% of the stock then entitled to vote in an
  election of directors, subject to the provisions of any series of preferred
  stock which may at any time be outstanding; provided, however, that if
  there is a substantial stockholder such action must be approved by not less
  than 66 2/3% of the stock then entitled to vote in an election of directors
  owned by persons other than the substantial stockholder.

  13. A director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director to the fullest extent permitted by the General
  Corporation Law of the State of Delaware, as the same exists or may
  hereafter be amended, except for liability (i) for any breach of the
  director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, (iii) under Section 174 of the General
  Corporation Law of the State of Delaware, or (iv) for any transaction from
  which the director derived any improper personal benefit. Any repeal or
  modification hereof by the stockholders of the Corporation shall not
  adversely affect any right or protection of a director of the Corporation
  existing at the time of such repeal or modification.

                                     A-28
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed as of this        day of        ,
2000.

                                          Comdisco, Inc.


                                          By: _________________________________

                                     A-29
<PAGE>

                                  EXHIBIT B-1
                                  -----------

                          [Form of Rights Certificate]

Certificate No. CGR-         _______ Rights

NOT EXERCISABLE AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
AN ACQUIRING PERSON OR ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e)
OF SUCH AGREEMENT.]

(1) --------------1 The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.


                       Comdisco Stock Rights Certificate

                                 COMDISCO, INC.

     This certifies that _________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement, dated as of _____________, 2000 (the
"Rights Agreement"), between COMDISCO, INC., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent"), to purchase from the Company at any time
prior to 5:00 PM (New York City time) on November 17, 2007, at the office or
offices of the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-thousandth of a fully-paid, nonassessable share of Series
C Junior Participating Preferred Stock (the "Preferred Stock") of the Company,
at a purchase price of $___ per one one-thousandth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase set forth on the reverse hereof and the Certificate
contained therein duly executed. The Purchase Price shall be paid in cash.  The
number of Rights evidenced by this Rights Certificate (and the number of shares
which may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number of Rights, number and Purchase
Price as of _____________, 2000, based on the Preferred Stock as constituted at
such date, and are subject to adjustment upon the happening of certain events as
provided in the Rights Agreement.  The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that a number of Rights be exercised so that only whole shares
of Preferred Stock will be issued.

                                     B-2-1
<PAGE>

     Upon the occurrence of a Section 11 Event (as such term is defined in the
Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or Adverse Person or an Affiliate
or Associate of any such Acquiring Person or Adverse Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Adverse Person, Associate or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a person who,
concurrently with or after such transfer, became an Acquiring Person, Adverse
Person or an Affiliate or Associate of an Acquiring Person or Adverse Person,
such Rights shall become null and void and no holder hereof shall have any
rights whatsoever with respect to such Rights from and after the occurrence of
such Section 11 Event.

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Rights Agent.

     This Rights Certificate, with or without other Rights Certificates, upon
surrender at the principal office or offices of the Rights Agent designated for
such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-thousandths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Certificates representing
the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $0.01 per Right at any time prior to the earlier of the close of
business on (i) the fifteenth day following the Stock Acquisition Date (as such
time period may be extended or shortened pursuant to the Rights Agreement) or
(ii) the Final Expiration Date. In addition, the Rights may be exchanged, in
whole or in part, for shares of Common Stock, or shares of preferred stock of
the Company having essentially the same value or economic rights as such shares.
Immediately upon the action of the Board of Directors of the Company authorizing
any such exchange, and without any further action or any notice, the Rights
(other than Rights which are not subject to such exchange) will terminate and
the Rights will only enable holders to receive the shares issuable upon such
exchange.

     No fractional shares of Preferred Stock will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.

     No holder, as such, of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything

                                     B-2-2
<PAGE>

contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.

Dated as of _____________, 200_

ATTEST:                                 COMDISCO, INC.

________________________                By________________________
Secretary                                  Title:


Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


By_______________________________
Authorized Signature

                                     B-2-3
<PAGE>

                  [Form of Reverse Side of Rights Certificate]


     FORM OF ASSIGNMENT


     (To be executed by the registered holder if such
     holder desires to transfer the Rights Certificate.)

Please print social security or other identifying number of the transferor:
____________________

FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers
unto:


     _____________________________________________
     (Please print name and address of transferee)



     _____________________________________________
         (Please print social security or other
         identifying number of the transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _____________________
Attorney, to transfer the within Rights Certificate on the books of the within-
named Company, with full power of substitution.

Dated: __________________, 200_


                              ___________________________
                              Signature

Signature Guaranteed:__________________________

                                     B-2-4
<PAGE>

                                  Certificate
                                  -----------

     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person,
Adverse Person or an Affiliate or Associate of any such Acquiring Person or
Adverse Person (as such terms are defined in the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person, Adverse Person or
an Affiliate or Associate of any such Acquiring Person or Adverse Person.

Dated: _________________, 200_        _________________________ Signature

Signature Guaranteed:________________________

                                     B-2-5
<PAGE>

                                     NOTICE


     The signatures to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.

FORM OF ELECTION TO PURCHASE

     (To be executed if the registered holder desires to
     exercise Rights represented by the Rights Certificate.)

To: COMDISCO, INC.

     The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued in the name of
and delivered to:


          __________________________________________(Please print name and
address)



          __________________________________________
          (Please print social security or other
          identifying number)


     If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:



     __________________________________________(Please print name and address)


     __________________________________________
     (Please print social security or other identifying number)

Dated:  _______________, 200_


_______________________
Signature

Signature Guaranteed:__________________________

                                     B-2-6
<PAGE>

                                  Certificate


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
being exercised by or on behalf of a Person who is or was an Acquiring Person,
Adverse Person or an Affiliate or Associate of any such Acquiring Person or
Adverse Person (as such terms are defined in the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person, Adverse Person or
an Affiliate or Associate of any such Acquiring Person or Adverse.


Dated: _________________, 200_        _________________________
                                      Signature

Signature Guaranteed:________________________

                                     B-2-7
<PAGE>

                                     NOTICE


     The signatures to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.

                                     B-2-8
<PAGE>

                                  EXHIBIT B-2
                                  -----------

                          [Form of Rights Certificate]

Certificate No. CDOVR-          _______ Rights

NOT EXERCISABLE AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
AN ACQUIRING PERSON OR ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e)
OF SUCH AGREEMENT.]

(1) --------------1 The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.


                      Comdisco Ventures Rights Certificate

                                 COMDISCO, INC.

     This certifies that _________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement, dated as of _____________, 2000 (the
"Rights Agreement"), between COMDISCO, INC., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent"), to purchase from the Company at any time
prior to 5:00 PM (New York City time) on November 17, 2007, at the office or
offices of the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-thousandth of a fully-paid, nonassessable share of Series
D Junior Participating Preferred Stock (the "Preferred Stock") of the Company,
at a purchase price of $___ per one one-thousandth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase set forth on the reverse hereof and the Certificate
contained therein duly executed. The Purchase Price shall be paid in cash.  The
number of Rights evidenced by this Rights Certificate (and the number of shares
which may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number of Rights, number and Purchase
Price as of _____________, 2000, based on the Preferred Stock as constituted at
such date, and are subject to adjustment upon the happening of certain events as
provided in the Rights Agreement.  The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that a number of Rights be exercised so that only whole shares
of Preferred Stock will be issued.

     Upon the occurrence of a Section 11 Event (as such term is defined in
the Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an

                                     B-2-1
<PAGE>

Acquiring Person or Adverse Person or an Affiliate or Associate of any such
Acquiring Person or Adverse Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Adverse Person,
Associate or Affiliate, or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a person who, concurrently with or after such
transfer, became an Acquiring Person, Adverse Person or an Affiliate or
Associate of an Acquiring Person or Adverse Person, such Rights shall become
null and void and no holder hereof shall have any rights whatsoever with respect
to such Rights from and after the occurrence of such Section 11 Event.

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Rights Agent.

     This Rights Certificate, with or without other Rights Certificates, upon
surrender at the principal office or offices of the Rights Agent designated for
such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-thousandths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Certificates representing
the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $0.01 per Right at any time prior to the earlier of the close of
business on (i) the fifteenth day following the Stock Acquisition Date (as such
time period may be extended or shortened pursuant to the Rights Agreement) or
(ii) the Final Expiration Date. In addition, the Rights may be exchanged, in
whole or in part, for shares of Common Stock, or shares of preferred stock of
the Company having essentially the same value or economic rights as such shares.
Immediately upon the action of the Board of Directors of the Company authorizing
any such exchange, and without any further action or any notice, the Rights
(other than Rights which are not subject to such exchange) will terminate and
the Rights will only enable holders to receive the shares issuable upon such
exchange.

     No fractional shares of Preferred Stock will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.

     No holder, as such, of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of

                                     B-2-2
<PAGE>

directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.

Dated as of _____________, 200_

ATTEST:                                  COMDISCO, INC.

________________________                 By________________________
Secretary                                   Title:


Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


By___________________________________
Authorized Signature

                                     B-2-3
<PAGE>

                  [Form of Reverse Side of Rights Certificate]


     FORM OF ASSIGNMENT


     (To be executed by the registered holder if such
     holder desires to transfer the Rights Certificate.)

Please print social security or other identifying number of the transferor:
____________________

FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers
unto:


     _____________________________________________
     (Please print name and address of transferee)



     _____________________________________________
        (Please print social security or other
        identifying number of the transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _____________________
Attorney, to transfer the within Rights Certificate on the books of the within-
named Company, with full power of substitution.

Dated: __________________, 200_


                                        ___________________________
                                        Signature

Signature Guaranteed:__________________________

                                     B-2-4
<PAGE>

                                  Certificate

     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person,
Adverse Person or an Affiliate or Associate of any such Acquiring Person or
Adverse Person (as such terms are defined in the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person, Adverse Person or
an Affiliate or Associate of any such Acquiring Person or Adverse Person.

Dated: _________________, 200_       _________________________ Signature

Signature Guaranteed:________________________

                                     B-2-5
<PAGE>

                                    NOTICE


     The signatures to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.


FORM OF ELECTION TO PURCHASE

     (To be executed if the registered holder desires to
     exercise Rights represented by the Rights Certificate.)

To: COMDISCO, INC.

     The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued in the name of
and delivered to:


     __________________________________________(Please print name and address)


     __________________________________________
     (Please print social security or other identifying number)


     If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:



     __________________________________________(Please print name and address)


     __________________________________________
     (Please print social security or other identifying number)

Dated: _______________, 200_


_______________________
Signature

Signature Guaranteed:__________________________

                                     B-2-6
<PAGE>

                                  Certificate


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
being exercised by or on behalf of a Person who is or was an Acquiring Person,
Adverse Person or an Affiliate or Associate of any such Acquiring Person or
Adverse Person (as such terms are defined in the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person, Adverse Person or
an Affiliate or Associate of any such Acquiring Person or Adverse.


Dated: _________________, 200_         _________________________
                                       Signature

Signature Guaranteed:________________________

                                     B-2-7
<PAGE>

                                     NOTICE


     The signatures to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.

                                     B-2-8