
<PAGE>
 
                                 Exhibit 10(a)

                               AMDAHL CORPORATION

                              OFFICER LOAN PROGRAM

                     (As amended through January 26, 1994)



     A.  PURPOSE:  Pursuant to the specific authority granted to the Board of
         -------                                                             
Directors ("Board") under the Company's Stock Option Plan (1971), Stock Option
Plan (1974) and Non-Qualified Stock Option Plan (1982), and pursuant to the
general authority conferred upon the Board by the Delaware General Corporation
Law, the Board hereby implements this Officer Loan Program ("Loan Program") in
order to enable the Company to provide its officers with limited financial
assistance in connection with  (i) the acquisition of shares of Company common
stock ("Shares") under the employee stock plans identified below and/or (ii) the
satisfaction of the federal, state and other tax withholding obligations
incurred in connection with such acquisition.  The plans (collectively the
"Plans") to which this Program shall pertain are the following employee stock
plans approved by the Company's shareholders:

          1.   Amdahl Corporation Stock Option Plan (1971),
          2.   Amdahl Corporation Stock Option Plan (1974),
          3.   Amdahl Corporation Non-Qualified Stock Option Plan (1982), and
          4.   Amdahl Corporation Restricted Stock Plan.
<PAGE>
 
          UNDER NO CIRCUMSTANCES SHALL ANY FINANCIAL ASSISTANCE BE PROVIDED
UNDER THIS LOAN PROGRAM IN CONNECTION WITH THE ACQUISITION OF SHARES UPON
EXERCISE OF AN INCENTIVE STOCK OPTION (WITHIN THE MEANING OF SECTION 422A OF THE
INTERNAL REVENUE CODE) GRANTED UNDER ANY OF THE PLANS, UNLESS (A) THE INCENTIVE
STOCK OPTIONS ARE OUTSTANDING ON NOVEMBER 1, 1986 AND HELD BY OFFICERS SUBJECT
TO THE PROVISIONS OF SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR (B)
THE INSTRUMENT EVIDENCING THE GRANT SPECIFICALLY PERMITS THE OPTIONEE TO APPLY
FOR A  LOAN OR GUARANTY FROM THE COMPANY.

          B.   ADMINISTRATION:  The Loan Program shall be administered by the
               --------------                                                
Board.  The Board may at any time appoint a committee ("Committee") comprised of
three or more members of the Board to administer the provisions of the Loan
Program.  The Board or the Committee, whichever is the program administrator,
shall have full authority to adopt rules and regulations for the proper
administration of the Loan Program and may from time to time establish general
policies for the approval of loans (as well as the guarantees of third-party
loans) under the Loan Program and delegate the administration of such policies
to one or more officers of the Company.  The program administrator (whether the
Board or the Committee) shall also have the authority to delegate to any officer
or officers of the Company one or more of its other administrative duties
(including, without limitation, the authority to accept promissory notes and
stock pledge agreements on behalf of the Company and to extend the term of one
or more outstanding notes or guarantees).  Decisions of the program
administrator (or its
<PAGE>
 
delegate) with respect to any issue or matter which may arise under the Loan
Program shall be final and binding on all interested parties.

          C.   ELIGIBILITY FOR FINANCIAL ASSISTANCE:  Officers or other
               ------------------------------------                    
specifically designated employees of the Company who, under the Company's Policy
"Transactions in Amdahl Securities", are subject to restrictions on trading in
Amdahl Securities during the periods specified in the Policy, and who acquire or
vest in Shares under one or more of the Plans may in connection with such
acquisition or vesting apply to the program administrator for (i) a loan from
the Company or (ii) a guarantee by the Company of a third-party loan in
accordance with the provisions of this Loan Program.

          The program administrator shall have complete discretion in
determining whether to approve an application for a loan or guarantee in whole
or in part and shall not recommend the extension of any loan or guarantee unless
it is reasonably assured that the loan proceeds are to be applied solely to (i)
the satisfaction of the applicant's obligations to the Company with respect to
the acquisition cost of Shares acquired under the Plans and/or (ii) the
satisfaction of federal, state and other tax withholding requirements which
arise by reason of such acquisition or by reason of the  applicant's vesting in
Shares issued under the Restricted Stock Plan.  Loans shall not be made, nor
guarantees extended, under this Loan Program for any other purposes.
<PAGE>
 
          D.   EXTENSION OF LOANS:  The Company shall, upon the program
               ------------------                                      
administrator's recommendation, extend a loan to an eligible applicant (for
purposes of this Section D, the "Borrower"); provided, however, that such loan
shall be subject to the following terms and conditions:

          1.   The proceeds of the loan must be used solely for the purposes
specified in Section C.

          2.   The principal balance of the loan shall not exceed the following
limits:

               (a) If the loan is extended on the date that Shares are acquired
under one of the Plans, the principal balance of the loan shall not exceed the
acquisition cost of the Shares, plus the amount of federal, state, and other
applicable taxes required to be withheld with respect to the acquired Shares.
However, if the Shares are being acquired under the Restricted Stock Plan, the
principal balance of the loan shall in no event exceed 50 percent of the fair
market value of such Shares on the date of acquisition.

               (b) If the loan is extended on the date that the applicant vests
in Shares acquired under the Restricted Stock Plan, the principal balance of the
loan shall not exceed the lesser of (i) the amount of federal, state and other
                          ------
applicable taxes
<PAGE>
 
required to be withheld on the vested Shares or (ii) 50 percent of the fair
market value of such Shares on the date of vesting.

               (c) The value of the Shares on the date in question shall be
determined on the basis of the mean of the lowest and highest selling prices of
one share of Amdahl common stock on such date on the principal exchange on which
Amdahl common stock is at the time listed or admitted to trading, as officially
quoted by the composite tape of transactions on such exchange.

          3.   The loan shall have an initial term of six months and shall
accrue interest at not less than the minimum per annum rate required to avoid
the imputation of interest income to the Company and compensation income to the
Borrower under Section 483 or Section 7872 of the Internal Revenue Code.
Principal and accrued interest shall be payable in one lump sum at the end of
such six-month period.

          4.   The loan shall be evidenced by the Borrower's promissory note
made payable to the Company's order.  The note shall be substantially in the
form of attached Exhibit A for loans extended under the Restricted Stock Plan in
the form of attached Exhibit B for loans extended under all other Plans.

          5.   Payment of the note is to be secured by a pledge of  Shares with
a fair market value (at the date the loan is made) equal to (A) 200 percent of
the principal balance of the note if
<PAGE>
 
the loan pertains to Shares issued under the Restricted Stock Plan or (B) 150
percent of the principal balance of the note if the loan pertains to Shares
issued under any other of the Plans.  The Borrower shall effect such pledge by
delivering to the Company (i) the certificates for the pledged Shares,
accompanied by a duly endorsed assignment of stock powers, and (ii) a properly
executed stock pledge agreement in substantially the form attached as Exhibit C.

          6.   Provided the Borrower continues in the service of the Company or
its subsidiaries, the program administrator shall be authorized to extend the
period for payment of the note (principal plus accrued interest) for one or more
additional 6-month periods up to a maximum aggregate term of 120 months.  Each
such extension shall be effected through the Borrower's delivery of a new
interest-bearing note in a principal amount equal to the unpaid principal
balance of the old note, plus all accrued and unpaid interest thereon.  If the
fair market value of the pledged Shares (at the time the term of the loan it
extended) is less than 150 percent or the principal balance of the new note (or
200 percent in the case of loans pertaining to Shares issued under the
Restricted Stock Plan), then the Borrower shall pledge additional shares of
Amdahl common stock to the extent necessary to increase the aggregate value of
the pledged Shares to the applicable 150 percent or 200 percent level.
<PAGE>
 
          If insufficient Amdahl Stock is owned to reach the collateral
requirements on extension, the program administrator shall accept as collateral
the shares of other publicly traded companies that have readily ascertainable
market value and are readily marketable,  CD's or other secure long term
interest bearing instruments subject to the applicable provisions of Regulation
G of the Federal Reserve System.

          7.   For loans outstanding as of August 1, 1985 under any of the Plans
other than the Restricted Stock Plan, the increase in the aggregate fair market
value required for shares of Amdahl common stock pledged as Collateral hereunder
which became effective with this August 1, 1985 restatement shall be phased in
pursuant to the following transitional rules:

               (i) The new 150 percent fair market value requirement shall not
be applicable to any such outstanding loan for the balance of the current six-
month term.

               (ii) Such loan may be extended for up to two additional six-month
terms under the predecessor requirement that the fair market value of the
pledged shares at the time of the extension be not less than 100 percent of the
principal balance of the new note.

               (iii) Any additional extension of such loan beyond the two
extensions referred to in subparagraph (ii) above
<PAGE>
 
shall be subject to the new requirement that the fair market value of the
pledged shares at the time of such extension be not less that 150 percent of the
principal balance of the new note.

          8.   Each outstanding note under the Loan Program shall provide that
upon the occurrence of one or more of the following events, the entire unpaid
principal balance, together with accrued and unpaid interest, shall become
immediately due and payable at the Company's election:

               (a) the Borrower's cessation of employment with the Company;

               (b) the insolvency of the Borrower, the commission of any act of
bankruptcy by the Borrower, the execution by the Borrower of a general
assignment for the benefit of creditors, the filing by or against the Borrower
of any petition in bankruptcy or any petition for relief under the provisions of
the federal bankruptcy act or any other state or federal law for the relief of
debtors and the continuation of such petition without dismissal for a period of
fifteen (15) days or more, or the appointment of a receiver or trustee to take
possession of the property or assets of the Borrower; and

               (c) the reduction in the fair market value of the pledged Shares
to less than 100 percent of the unpaid principal balance of the note (or 110
percent in the case of loans pertaining
<PAGE>
 
to Shares issued under the Restricted Stock Plan); provided, however, that no
such acceleration shall occur, if the Borrower shall, within five (5) business
days following notification by the Company of such reduction, (i) pledge
additional shares of Company common stock and/or (ii) reduce the unpaid
principal balance of the note, so that the fair market value of the pledged
shares shall, after such action, equal at least the applicable 100 percent or
110 percent of the then unpaid principal balance.

          For purposes of applying the acceleration provisions above, the
following provisions shall be controlling:

               (i)  the Borrower shall be deemed to be in the employ of the
Company for so long as he is an employee of the company or any subsidiary
corporation in which the Company owns (directly or indirectly) 50 percent or
more of the voting power; and

               (ii) the fair market value of the pledged Shares at any
particular time shall be determined in accordance with the valuation provisions
of paragraph D.2(c) above.

          9.   No extension of an outstanding loan hereunder to a final due date
which is more that 120 months after the date the loan was initially made
hereunder shall be permitted without the prior written authorization of the
Benefit Plan Administration Committee, which shall have absolute discretion in
the matter.
<PAGE>
 
          E.  GUARANTEE OF THIRD-PARTY LOANS.  The program administrator may, in
              ------------------------------                                    
its sole discretion, determine that the Company shall be a guarantor of a third-
party loan procured by an eligible applicant; provided, however, that such loan
shall be subject to the following terms and conditions:

          1.   The loan must be procured from a commercial bank or other
reputable financial institution.

          2.   The proceeds of the loan must be used solely for the purposes
specified in Section C.

          3.   The principal balance of the loan must within the limits imposed
by paragraph 2 of Section D.  If the loan (or guaranty) is secured by a pledge
of the acquired Shares, the value of the pledged shares must satisfy the
applicable requirement of paragraph 5 of Section D.

          4.   The initial term of the loan shall not exceed six months;
however, the program administrator may, in its discretion, extend the term of
the guaranty for one more successive 6-month periods, up to a maximum aggregate
term of 120 months, in connection with any similar extension of the term of the
loan by the lender.

          5.   All other terms and conditions of the loan (including the
interest rate, the amortization schedule, and the
<PAGE>
 
default and acceleration provisions) shall be reasonable and customary in
relation to loans which other lenders in the same geographical area are at the
time extending to employees for the purpose of financing stock acquisitions
under employee stock option or stock purchase plans.

          6.   The applicant shall have the obligation to furnish the program
administrator with satisfactory evidence confirming that the terms and
conditions of the loan which the applicant requests the Company to guarantee
meet all of the criteria specified above.

          F.   AMENDMENT AND TERMINATION.  The Board may at any time and from
               -------------------------                                     
time to time suspend or terminate the operation of the Loan Program and the
extension of Company loans and guarantees hereunder.  Under no circumstances,
however, shall any such termination or suspension adversely affect the rights
and obligations of officers under any loans or guarantees at the time
outstanding under the Loan Program.
<PAGE>
 
                                   EXHIBIT A
                                                        RESTRICTED SHARES
                                                        -----------------


                     NOTE SECURED BY STOCK PLEDGE AGREEMENT
                                        

$___________________                                  ______________,19___ 
                                                      Sunnyvale, California


     FOR VALUE RECEIVED, the undersigned Maker promised to pay to the order of
Amdahl Corporation ("Amdahl"), at its principal offices at 1250 East Arques
Avenue, Sunnyvale, California, the principal sum of
_____________________________________________________________($____________),
together with interest (from the date of this note until the date of payment) on
the unpaid principal balance at higher of (i) ______ percent, compounded semi-
annually, or (ii) the minimum per annum rate, compounded semi-annually, required
to avoid the imputation of interest income to Amdahl and compensation income to
the Maker under Section 483 or Section 7872 of the Internal Revenue Code.
Principal and accrued interest shall be payable in one lump sum on
____________________, 19____.

     Payment shall be made in lawful tender of the United States and shall be
credited first to the accrued interest then due and payable and the remainder
applied to principal.  Prepayment of principal, together with accrued interest,
may be made at any time without penalty.

     Payment of this note is secured by shares of Amdahl common stock pledged as
collateral (the "Collateral Shares") under the Maker's Stock Pledge Agreement
with Amdahl, but the Maker shall remain personally liable for payment of this
note and assets of the Maker, other than the Collateral Shares, may be applied
to the satisfaction of the Maker's obligations hereunder.  If action is
instituted to collect this note, the Maker promises to pay all costs and
expenses, including reasonable attorney's fees, incurred in connection with such
action.

     The entire unpaid principal sum of this note, together with accrued and
unpaid interest to date, shall at the election of the holder of this note become
immediately due and payable upon one or more of the following events:

     1.   the Maker's cessation of employment with Amdahl;

     2.   the insolvency of the Maker, the commission of any act of bankruptcy
          by the Maker, the execution by the Maker of a general assignment for
          the benefit of creditors, the filing by or against the Maker of any
          petition in bankruptcy or any petition for relief under the provisions
          of the federal bankruptcy act or any other
<PAGE>
 
          state or federal law for the relief of debtors and the continuation of
          such petition without dismissal for a period of fifteen (15) days or
          more, or the appointment of a receiver or trustee to take possession
          of the property or assets of the Maker.

     3.   the reduction in the fair market value of the Collateral Shares to an
          amount less than 110 percent of the unpaid principal balance of the
          note; provided, however, that no such acceleration shall occur under
          this paragraph 3 if the Maker shall, within five (5) business days
          following notification by Amdahl of such reduction in value, (i)
          pledge additional shares of Amdahl common stock as collateral and/or
          (ii) reduce the principal balance of this note, so that the fair
          market value of the pledged shares (the Collateral Shares and any
          additional shares pledged with Amdahl) shall, after such action, equal
          at least 110 percent of the then unpaid principal balance of this
          note.

     For purposes of applying the acceleration provisions of Paragraph 1 above,
the Maker shall be deemed to be in the employ of Amdahl for so long as the Maker
is an employee of Amdahl or any subsidiary corporation in which Amdahl owns
(directly or indirectly) 50 percent or more of the voting power.

     For purposes of applying the acceleration provisions of Paragraph 3 above,
the fair market value of a share of Amdahl common stock on any date in question
shall be the mean of the lowest and highest selling prices of such share on such
date on the principal exchange on which Amdahl common stock is at the time
listed or admitted to trading, as such prices are officially quoted by the
composite tape of transactions on such exchange.

     The Maker hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment of dishonor and all other notices or
demands relative to this instrument.

     This note shall be construed in accordance with the laws of the State of
California.



                                                    --------------------------
                                                              Maker
 
<PAGE>
 
                                   EXHIBIT B
                                                               OPTION SHARES
                                                               -------------


                     NOTE SECURED BY STOCK PLEDGE AGREEMENT
                                        

$__________________                                       ____________, 19___
                                                          Sunnyvale, California


     FOR VALUE RECEIVED, the undersigned Maker promised to pay to the order of
Amdahl Corporation ("Amdahl"), at its principal offices at 1250 East Arques
Avenue, Sunnyvale, California, the principal sum of ___________________________
_____________________________________________________________($________),
together with interest (from the date of this note until the date of payment) on
the unpaid principal balance at higher of (i) ______ percent, compounded semi-
annually, or (ii) the minimum per annum rate, compounded semi-annually, required
to avoid the imputation of interest income to Amdahl and compensation income to
the Maker under Section 483 or Section 7872 of the Internal Revenue Code.
Principal and accrued interest shall be payable in one lump sum on
____________________, 19___.

     Payment shall be made in lawful tender of the United States and shall be
credited first to the accrued interest then due and payable and the remainder
applied to principal.  Prepayment of principal, together with accrued interest,
may be made at any time without penalty.

     Payment of this note is secured by shares of Amdahl common stock pledged as
collateral (the "Collateral Shares") under the Maker's Stock Pledge Agreement
with Amdahl, but the Maker shall remain personally liable for payment of this
note and assets of the Maker, other than the Collateral Shares, may be applied
to the satisfaction of the Maker's obligations hereunder.  If action is
instituted to collect this note, the Maker promises to pay all costs and
expenses, including reasonable attorney's fees, incurred in connection with such
action.

     The entire unpaid principal sum of this note, together with accrued and
unpaid interest to date, shall at the election of the holder of this note become
immediately due and payable upon one or more of the following events:

     1.   the Maker's cessation of employment with Amdahl;

     2.   the insolvency of the Maker, the commission of any act of bankruptcy
          by the Maker, the execution by the Maker of a general assignment for
          the benefit of creditors, the filing by or against the Maker of any
          petition in bankruptcy or any petition for relief under the provisions
          of the federal bankruptcy act or any other
<PAGE>
 
          state or federal law for the relief of debtors and the continuation of
          such petition without dismissal for a period of fifteen (15) days or
          more, or the appointment of a receiver or trustee to take possession
          of the property or assets of the Maker.

     3.   the reduction in the fair market value of the Collateral Shares to an
          amount less than 100 percent of the unpaid principal balance of the
          note; provided, however, that no such acceleration shall occur under
          this paragraph 3 if the Maker shall, within five (5) business days
          following notification by Amdahl of such reduction in value, (i)
          pledge additional shares of Amdahl common stock as collateral and/or
          (ii) reduce the principal balance of this note, so that the fair
          market value of the pledged shares (the Collateral Shares and any
          additional shares pledged with Amdahl) shall, after such action, equal
          at least 100 percent of the then unpaid principal balance of this
          note.

     For purposes of applying the acceleration provisions of Paragraph 1 above,
the Maker shall be deemed to be in the employ of Amdahl for so long as the Maker
is an employee of Amdahl or any subsidiary corporation in which Amdahl owns
(directly or indirectly) 50 percent or more of the voting power.

     For purposes of applying the acceleration provisions of Paragraph 3 above,
the fair market value of a share of Amdahl common stock on any date in question
shall be the mean of the lowest and highest selling prices of such share on such
date on the principal exchange on which Amdahl common stock is at the time
listed or admitted to trading, as such prices are officially quoted by the
composite tape of transactions on such exchange.

     The Maker hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment of dishonor and all other notices or
demands relative to this instrument.

     This note shall be construed in accordance with the laws of the State of
California.



                                                     -------------------------
                                                               Maker
<PAGE>
 
                                   EXHIBIT C

                             STOCK PLEDGE AGREEMENT
                             ----------------------


     In consideration of the loan which Amdahl Corporation, a California
corporation ("Amdahl") having its principal offices at 1250 East Arques Avenue,
Sunnyvale, California, has on this day extended to the undersigned
____________________ in connection with the undersigned's acquisition of (or
vesting in) __________ shares of Amdahl common stock under the Amdahl
Corporation _____________ ("Plan"), and as security for the payment of that
certain promissory note ("Note") in the principal sum of $_________ payable to
Amdahl or order which the undersigned has on this day executed to evidence such
loan, the undersigned hereby grants Amdahl a security interest in, and assigns,
transfers to and pledges with Amdahl, the following securities and other
property:

     (i) _______ shares of Amdahl common stock which have on this day been
delivered to and deposited with Amdahl;

     (ii) any and all new, additional or different securities subsequently
distributed with respect to the shares identified in clause (i) above which are
to be delivered to and deposited with Amdahl pursuant to the requirements of
paragraph 3 of this agreement;

     (iii) any and all other property and money which is delivered to or comes
into the possession of Amdahl pursuant to the terms and provisions of this
agreement; and

     (iv) the proceeds of any sale, exchange or disposition of the property and
securities described in clauses (i), (ii) or (iii) above.

     All securities, property and money so assigned, transferred to and pledged
with Amdahl shall be herein referred to as the "Collateral".  Amdahl shall hold
the Collateral in accordance with the following terms and provisions:

     1.   Warranties.   The undersigned hereby warrants that the undersigned
          ----------
is the owner of the Collateral and has the right to
<PAGE>
 
pledge the Collateral and that the Collateral is free from liens, adverse claims
and other security interests.


     2.   Rights and Powers.
          ----------------- 
 
     (a) Amdahl may, without obligation to do so, exercise at any time and from
time to time one or more of the following rights and powers with respect to any
or all of the Collateral:

     (i) accept in its discretion, but subject to the limitations of paragraph 8
of this agreement, other property of the undersigned in substitution for all or
part of the Collateral and release Collateral to the undersigned to the extent
necessary to effect such substitution, and in such event the money, property or
securities received in substitution shall be held by Amdahl as security for the
Note and all other indebtedness secured hereunder;

     (ii) perform such acts as are necessary to preserve and protect the
Collateral and the rights, powers and remedies granted with respect to such
Collateral by this agreement; and

     (iii)     transfer record ownership of the Collateral to Amdahl or its
nominee and receive, endorse and give receipt for, or collect by legal
proceedings or otherwise, dividends or other distributions made or paid with
respect to the Collateral, provided and only if there exists at the time an
outstanding event of default under paragraph 9 of this agreement.

     (b) Expenses reasonably incurred in the exercise of such rights and powers
shall be payable by the undersigned and form part of the indebtedness secured
hereunder as provided in paragraph 11.

     (c) So long as there exists no event of default under paragraph 9 of this
agreement, the undersigned may exercise all shareholder voting rights and be
entitled to receive any cash distribution with respect to the Collateral.
Accordingly, until such time as an event of default occurs under this agreement,
all proxy statements and other shareholder materials which Amdahl receives with
respect to the Collateral shall be delivered to the undersigned at the address
indicated below.
<PAGE>
 
     3.  Duty to Deliver.
         --------------- 


     (a) Any new, additional or different securities or other property which may
now or hereafter become distributable with respect to the Collateral by reason
of a stock dividend, stock split or reclassification of the capital stock of
Amdahl or by reason of a merger, consolidation or other reorganization affecting
the capital structure of Amdahl shall, upon receipt by the undersigned, be
promptly delivered to and deposited with Amdahl as part of the Collateral
hereunder.  Any securities so delivered shall be accompanied by one or more
properly endorsed stock power assignments.

     (b) The undersigned may, from time to time to the extent required to avoid
the acceleration of payment under the Note, deliver additional shares of Amdahl
common stock to be held in pledge hereunder.  The certificates evidencing such
additional shares shall be endorsed in blank by the undersigned or shall be
accompanied by a property endorsed assignment of stock powers.  The pledged
certificates shall be subject to all the terms and provisions of this agreement
and shall be released from pledge solely in accordance with the provisions of
paragraphs 7 and 8 hereof.

     4.   Care of Collateral.
          ------------------ 

     (a) Amdahl shall exercise reasonable care in the custody and preservation
of the Collateral, but shall have no obligation to initiate any action with
respect to, or otherwise inform the undersigned of, any conversion, call,
exchange right, preemption right, subscription right, purchase offer or other
right or privilege relating to or affecting the Collateral.  Amdahl shall have
no duty to preserve the rights of the undersigned against adverse claims or to
protect the Collateral against the possibility of a decline in market value.
Amdahl shall not be obligated to take any action with respect to the Collateral
requested by the
<PAGE>
 
undersigned unless the request is made in writing and Amdahl determines that the
requested action will not unreasonably jeopardize the value of the Collateral as
security for the Note and other indebtedness secured hereunder.

     (b) Amdahl may at any time deliver all or part of the Collateral to the
undersigned, and the receipt thereof by the undersigned shall constitute a
complete and full acquittance for the Collateral so delivered.  Amdahl shall
accordingly be discharged from any further liability or responsibility for the
delivered Collateral.

     5.   Payment of Taxes and Other Charges.  The undersigned shall pay, prior
          ----------------------------------                                   
to the delinquency date, all taxes, liens, assessments and other charges against
the Collateral, and in the event of the undersigned's failure to do so, Amdahl
may at its election pay any or all of such taxes and charges without contesting
the validity or legality thereof.  The payments so made shall become part of the
indebtedness secured hereunder and shall bear interest until paid at the minimum
per annum rate of interest, compounded annually, required to avoid the
imputation of interest income to Amdahl and compensation income to the
undersigned under Section 483 or Section 7872 of the Internal Revenue Code.

     6.   Transfer of Collateral.  In connection with the transfer or assignment
          ----------------------                                                
of the Note (whether by negotiation, discount or otherwise), Amdahl may transfer
all or any part of the Collateral, and the transferee shall thereupon succeed to
all the rights, powers and remedies granted Amdahl hereunder with respect to the
Collateral so transferred.  Upon such transfer, Amdahl shall be fully discharged
from all liability and responsibility for the transferred Collateral.

 
<PAGE>
 
     7.   Release of Collateral.
          --------------------- 

     (a) The shares of Amdahl common stock which have on this date been pledged
and deposited hereunder shall be released from pledge and returned to the
undersigned within thirty (30) days after payment in full of the Note and all
other indebtedness secured hereunder.  There shall also be released at the same
time any additional Collateral which may hereafter be pledged and deposited with
Amdahl pursuant to the requirements of paragraph 3 as well as any substitute
Collateral pledged hereunder pursuant to the requirements of paragraph 2(a)(i).

     (b) Provided the undersigned is not at the time otherwise in default in any
of his obligations hereunder, should the undersigned make a prepayment of
principal under the Note, together with payment of all accrued interest to date,
then one or more shares of Amdahl common stock held as Collateral hereunder
shall, subject to the limitations of paragraph 8, be released to the undersigned
within thirty (30) days after such prepayment.  The number of shares to be so
released shall be equal to the number obtained by multiplying (i) the total
number of such shares held under this Agreement at the time of the prepayment,
by (ii)  a fraction the numerator of which shall be the principal amount of the
prepayment and the denominator of which shall be the unpaid principal balance of
the Note immediately prior to such prepayment.   In no event shall any
fractional shares be released.

     8.   Substitution or Release Collateral.  The provisions of this paragraph
          ----------------------------------                                   
8 shall be applicable to all shares of Amdahl common stock held hereunder as
Collateral and to all other property which becomes Collateral hereunder.  No
shares of Amdahl common stock or other Collateral held hereunder shall be
substituted for any new Collateral pursuant to the provisions of paragraph 2 (a)
(i) or shall be released under paragraph 7 (b), unless there is compliance with
each of the following requirements:
<PAGE>
 
     (i) The substitution or release must not result in such a reduction to the
aggregate fair market value of the Collateral remaining after the substitution
or release that an event of acceleration will occur pursuant to the provisions
of the Note.

     (ii) The substitution or release must not increase the amount by which the
indebtedness secured hereunder exceeds the maximum loan value of the shares of
Amdahl common stock and other Collateral immediately prior to such substitution
or release.

     (iii)     The substitution or release must not cause the amount of
indebtedness secured hereunder to exceed the maximum loan value of the shares of
Amdahl common stock and any other Collateral remaining after such substitution
or release is effected.  This requirement (iii), however, will be applicable
only if the maximum loan value of such Amdahl shares and other Collateral prior
to the substitution or release equals or exceeds the indebtedness at the time
secured hereunder.

     (iv) For purposes of clauses (ii) and (iii) above, the maximum loan value
of the Collateral shall be determined on the date the substitution or release is
effected.  The following valuation principles shall be applicable to such
determination:

     a.   For shares of Amdahl common stock acquired under one or more of the
Amdahl employee stock option plans, the maximum loan value shall be equal to
their good faith loan value under Section 207.2(e)(1) of Regulation G of the
Federal Reserve Board.

     b.   For shares of Amdahl common stock acquired under the Amdahl Restricted
Stock Plan, the maximum loan value shall be equal to fifty percent (50%) of
their fair market value at the time.

     c.   For all other margin securities, the maximum loan value shall be equal
to fifty percent (50%) of their fair market value at the time.

     d.   For all other Collateral, the maximum loan value shall be equal to its
good faith loan value under Section 207.2(e)(1) of Regulation G.

     9.   Events of Default.
          ----------------- 

     (a) The occurrence of one or more of the following events shall constitute
an event of default under this agreement:

     (i) failure of the undersigned to pay principal and interest when due under
the Note;
 
     (ii) the occurrence of any event of acceleration specified in the Note;
<PAGE>
 
     (iii) the failure of the undersigned to perform any obligation imposed upon
the undersigned by reason of this agreement; or

     (iv) the breach of any warranty of the undersigned contained in this
agreement.
 
     (b) Upon the occurrence of any such event of default, Amdahl may, at its
election, declare the Note and all other indebtedness secured hereunder to
become immediately due and payable (to the extent not already so due and
payable) and may exercise any or all of the rights and remedies granted to a
secured party under the provisions of the California Uniform Commercial Code (as
now or hereafter in effect), including (without limitation) the power to dispose
of the Collateral by public or private sale or to accept the Collateral in full
payment of the Note and all other indebtedness secured hereunder.  Any proceeds
realized from the disposition of the Collateral pursuant to the power of sale
hereby granted to Amdahl shall first be applied to the payment of expenses
incurred by Amdahl in connection with the disposition, and the balance shall be
applied to the payment of the Note and any other indebtedness secured hereunder
in such order of application as Amdahl shall deem appropriate.  Any surplus
proceeds shall be paid over to the undersigned.  In the event such proceeds
prove insufficient to satisfy all indebtedness secured hereunder, then the
undersigned shall be personally liable for the deficiency.

     10.  Other Remedies.     The rights, powers and remedies granted to Amdahl
          --------------                                                       
pursuant to the provisions of this agreement shall be in addition to all rights
powers and remedies granted to Amdahl under any statute or rule of law.  Any
forebearance, failure or delay by Amdahl in exercising any right, power or
remedy under this agreement shall not be deemed to be a waiver of such right,
power or remedy.  Any single or partial exercise of any right, power or remedy
under this agreement shall not preclude the further exercise thereof, and every
right, power and remedy of Amdahl under this agreement shall continue in full
force and effect until such right, power or remedy is specifically waived by an
instrument executed by Amdahl.
<PAGE>
 
     11.  Costs and Expenses.  All costs and expenses (including reasonable
          ------------------                                               
attorneys' fees) incurred by Amdahl in the exercise or enforcement of any right,
power of remedy granted it under this agreement shall become part of the
indebtedness secured hereunder and shall be payable immediately by the
undersigned, without demand, and until paid shall bear interest at the minimum
per annum rate of interest, compounded annually, required to avoid the
imputation of interest income to Amdahl and compensation income to the
undersigned under Section 483 or section 7872 of the Internal Revenue code.

     12.  Applicable Law.     This agreement shall be governed by and construed
          --------------                                                       
in accordance with the laws of the State of California and shall be binding upon
the executors, administrators, heirs and assigns of the undersigned.

     13.  Severability.  If any provision of this agreement is held to be
          ------------                                                   
invalid under applicable law, then such provision shall be ineffective only to
the extent of such invalidity, and neither the remainder of such provision nor
any other provisions of this agreement shall be affected thereby.

     IN WITNESS WHEREOF, this agreement has been executed by the undersigned on
this _____day of ___________________, 1994.
                                         - 


                                              _______________________________
                                    Address:  _______________________________
                                              _______________________________
