Corporate Governance Committee Charter
Of CDW Corporation



The purpose of the Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of CDW Corporation (the "Company") is to develop and recommend to the Board corporate governance guidelines and practices for the Company.

Composition of Committee

The Committee will be comprised of three or more directors, a majority of whom will meet the independence requirements of The Nasdaq Stock Market, Inc. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. Committee members shall be appointed by the Board and shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal by the Board. If a Committee Chair is not designated, the members of the Committee may designate a Chair by majority vote of the Committee membership.


The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (i) any provision of this Charter, (ii) any provision of the By-laws of the Company or (iii) the laws of the state of
Illinois. The Committee will maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents will be placed in the Company's minute books.

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The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form, and delegate authority to, subcommittees when it deems appropriate.

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Duties and Responsibilities

The principal responsibilities and functions of the Committee are as follows:


Review size and composition of the Board or any committee thereof and recommend any proposed changes to the Board for approval.


Lead the Board's annual review of the CEO's performance.


Review the Company's corporate governance guidelines and practices periodically and recommend any proposed changes to the Board for approval.


Review and report to the Board periodically on director compensation matters and recommend any proposed changes to the Board for approval.


Oversee the Board's program for the orientation of new directors and recommend any proposed changes to the Board for approval.


Oversee the Board's program for the continuing education of directors and recommend any proposed changes to the Board for approval.


Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.


Conduct an annual performance evaluation of the Committee and identify opportunities for improved effectiveness.


Lead an annual review of the Board's performance and effectiveness to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of the Company and its shareholders.


On a regular basis, discuss with the Chief Executive Officer and other members of senior management their views regarding corporate governance at the Company. This discussion should include a review of the compliance by the Company and its coworkers and directors with the principles and procedures set forth in the Company's Code of Business Conduct and Ethics, Code of Ethical Conduct for Directors, Executive Officers and other Senior Financial Personnel, Corporate Governance Guidelines and other policy statements relating to corporate governance. The Committee shall monitor the Company's response to any identified failure to comply with such principles and procedures.


Report to the Board on a regular basis and make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.


Perform such other duties and responsibilities, consistent with this Charter, delegated to the Committee by the Board.