Employment Agreement with John A. Edwardson

On the Closing Date, and in connection with the consummation of the Merger, the Company entered into an Employment Agreement with John A. Edwardson, the President and Chief Executive Officer of the Company (the “Employment Agreement”). The agreement is for a term of five years, with automatic one-year renewals unless either Mr. Edwardson or the Company gives notice of non-renewal within 90 days prior to the end of the initial five-year term or any subsequent one-year term.

During the term of the Employment Agreement, the Company will pay Mr. Edwardson a base salary of $760,000 per year. This salary will be reviewed, and may be increased (but not decreased), annually by the compensation committee of the board of directors. Mr. Edwardson is also eligible for an annual bonus based on the achievement of targeted performance objectives established by the compensation committee of the board of directors. The Employment Agreement provides for a target annual bonus equal to $1,000,000 for the 2007 fiscal year and not less than $1,000,000 per year during the term of the Employment Agreement. In addition, Mr. Edwardson is entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company and to expense reimbursement. Mr. Edwardson was also granted 54,541.03 Class B Common Units of CDW Holdings LLC (“Holdings”) on terms and conditions set forth in a Class B Common Unit Grant Agreement.

In the event Mr. Edwardson’s employment is terminated due to his death or disability, Mr. Edwardson or his estate, as the case may be, will be entitled to receive accrued base salary, any earned but unpaid annual bonus for the prior fiscal year, a prorated portion of the target annual bonus for the current fiscal year and other employee benefits to which Mr. Edwardson was entitled on the date of termination. If Mr. Edwardson’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Edwardson for Good Reason (as defined in the Employment Agreement), Mr. Edwardson will be entitled to receive the amounts set forth in the previous sentence plus a lump sum cash payment equal to either (i) three times the sum of Mr. Edwardson’s base salary plus the average of his annual bonus for the three fiscal years prior to the date of termination of employment, if Mr. Edwardson’s employment is terminated on or before October 12, 2009, or (ii) two times the sum of Mr. Edwardson’s base salary plus the average of his annual bonus for the three fiscal years prior to the date of termination of employment, if Mr. Edwardson’s employment is terminated after October 12, 2009.

If Mr. Edwardson’s employment with the Company is terminated by the Company for Cause at any time during the term of the Employment Agreement, then Mr. Edwardson will be entitled to receive accrued base salary, earned but unpaid annual bonus for the prior fiscal year and other employee benefits to which Mr. Edwardson was entitled on the date of termination.

In certain circumstances as set forth in the Employment Agreement, if the Company makes payments to or for the benefit of Mr. Edwardson that would subject Mr. Edwardson to the excise tax imposed by Section 4999 of the Internal Revenue Code, Mr. Edwardson would be entitled to receive a “gross-up” payment, unless his net after-tax benefit resulting from such gross-up payment, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than $100,000.

The agreement contains certain noncompetition and nonsolicitation covenants prohibiting Mr. Edwardson from, among other things, becoming employed by a competitor of the Company for a period of two years following termination for any reason.

Mr. Edwardson also agreed to certain other covenants regarding confidentiality and intellectual property of the Company.

Compensation Protection Agreements

On the Closing Date, and in connection with the consummation of the Merger, certain executives of the Company entered into Compensation Protection Agreements with the Company which supersede and replace the Compensation Protection Plan and Transitional Compensation Agreements previously entered into by such executives with the Company.

If an executive’s employment with the Company is terminated by the Company without Cause (as defined in the Compensation Protection Agreement) or by the executive for Good Reason (as defined in the Compensation Protection Agreement), the executive will be entitled to receive accrued base salary, any earned but unpaid annual bonus for the prior fiscal year, a prorated annual bonus for the current year and other employee benefits to which such executive was entitled on the date of termination. In addition, the executive will be entitled to receive a lump sum cash payment equal to either (i) two and one-half times the sum of the executive’s base salary plus the higher of the target annual bonus for the current fiscal year or the average of his or her annual bonus for the three fiscal years prior to the date of termination of employment, plus continuation of other employee benefits for two years, if the executive’s employment is terminated on or before October 12, 2009, or (ii) the continuation of base salary and employee benefits for two years and two times the executive’s actual earned bonus for the fiscal year in which the termination of employment occurs, if the executive’s employment is terminated after October 12, 2009.

If an executive’s employment with the Company is terminated by the Company for Cause or the executive resigns without Good Reason at any time during the term of his or her Compensation Protection Agreement, then such executive will be entitled to receive accrued base salary, any earned but unpaid annual bonus for the prior fiscal year and other employee benefits to which such executive was entitled on the date of termination.

In certain circumstances as set forth in each Compensation Protection Agreement, if the Company makes payments to or for the benefit of the executive that would subject such executive to the excise tax imposed by Section 4999 of the Internal Revenue Code, such executive would be entitled to receive a “gross-up” payment, unless his or her net after-tax benefit resulting from such gross-up payment, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than $100,000.