##### 



EXHIBIT 10 (rr)

CDW COMPUTER CENTERS, INC.
COMPENSATION PROTECTION PLAN FOR EXECUTIVES

CDW Computer Centers, Inc., an Illinois corporation (the Company),
hereby adopts the CDW Computer Centers, Inc. Compensation Protection Plan For
Executives (this Plan) for the benefit of certain executives of the Company
and its subsidiaries.

This Plan is intended to provide qualifying Participants (as defined in
Section 2) whose employment with the Company has been involuntarily terminated
under the circumstances described herein with specified severance pay and
benefits in accordance with the provisions set forth below.

1. Definitions. As used in this Plan, the following terms shall have the
respective meanings set forth below:

(a) Accrued Obligations means, as of the Termination Date, the sum of
(1) the Participants base salary through the Termination Date to the extent
not theretofore paid and (2) any compensation previously deferred by the
Participant (together with any interest and earnings thereon) and any accrued
vacation pay, in each case to the extent not theretofore paid.

(b) Board means the Board of Directors of the Company.

(c) Cause means:



| |  | (1)     the Participants refusal to perform duties properly assigned
which are consistent with the scope and nature of the Participants
position, or (2) the Participants commission of an act materially
detrimental to the financial condition and/or goodwill of the Company or
any of its subsidiaries, or (3) the Participants gross negligence or
willful misconduct in the performance of duties to the Company or its
subsidiaries, or (4) the Participants commission of any act of theft,
fraud, dishonesty or breach of trust involving the Company or any of its
subsidiaries, or (5) the Participants commission of a felony or (6) any
breach by the Participant of one or more covenants contained in the
Noncompetition Agreement, or (7) the material violation by the
Participant of any of the Companys written policies or the violation by
the Participant of any statutory or common law duty of loyalty to the
Company or its subsidiaries.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d) Committee means the Compensation and Stock Option Committee of the
Board.

(e) Company means CDW Computer Centers, Inc., an Illinois corporation,
and its successors and assigns; provided, however, that in the event of the
consummation of a transaction initiated by the Company involving the formation
of a direct or indirect holding company of the Company for an internal legal or
business purpose in which the holders of the outstanding voting securities of
the Company become the holders of the outstanding voting





---



##### 



securities of such holding company in substantially the same proportions,
all references to the Company herein shall be deemed to be references to the
new holding company.

(f) Effective Date means the date set forth in Section 7(k) of this
Plan.

(g) Noncompetition Agreement means the Noncompetiton Agreement in the
form of Exhibit A.

(h) Nonqualifying Termination means termination of the Participants
employment under any of the following circumstances: (1) a termination for
Cause, (2) a termination due to the Participants death, (3) a termination due
to the Participants absence from the Participants duties with the Company on
a full-time basis for at least 180 days out of any 12-month period as a result
of the Participants incapacity due to physical or mental illness; (4) a
termination due to the retirement of the Participant; (5) a termination of
employment by the Participant; (6) the transfer of the Participants employment
to a subsidiary or affiliate of the Company; (7) the divestiture by the Company
of the subsidiary, division or operation that employs the Participant and the
continuance, or offer, of employment by the new or acquiring entity of cash
compensation no less favorable to the Participant in the aggregate as in effect
immediately prior to such disposition or of such other terms and conditions
acceptable to the Participant; or (8) a termination of employment of a
Participant under circumstances which entitle the Participant to receive salary
and bonus replacement pursuant to the terms of the Companys Transitional
Compensation Plan or a Transitional Compensation Agreement with the Company.

(i) Participant has the meaning specified in Section 2 of this Plan.

(j) Plan Administrator means any person or committee, including any
officer or employee of the Company, designated by the Committee and having the
authority determined by the Committee.

(k) Severance Period means the period commencing on the Termination Date
and ending on the second anniversary of the Termination Date.

(l) Termination Date with respect to a Participant means the date on
which the Participants employment is terminated.

(m) Termination Year Bonus means the annual incentive bonus which would
have been earned by the Participant under the Companys Senior Management
Incentive Plan or any comparable successor plan if the Participant had remained
employed by the Company for the full fiscal year in which the Termination Date
occurs.

2. Participation. A Participant shall be any person who is employed by
the Company and who, after recommendation by the Committee, is approved by the
Board, in its sole discretion, as a participant in this Plan. No Participant
shall be a participant or have any rights hereunder unless the Participant
signs an acknowledgment in the form of Exhibit B and the Noncompetition
Agreement, within 30 days after the Board approves his or her participation in
this Plan or within such later time as determined by the Committee in its sole
discretion. For purposes of this Plan, employment with the Company shall
include employment with any

2



---



##### 



corporation or other entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the
then outstanding securities of such corporation or other entity entitled to
vote generally in the election of directors.

3.
Severance Benefits. (a) If the employment of a Participant is terminated
by the Company, other than by reason of a Nonqualifying Termination, and the
Participant executes a general release agreement substantially in the form of
Exhibit C hereto (the Release Agreement) within 60 days of the Termination
Date and has not revoked the Release Agreement, the Company shall provide to
the Participant, in consideration of the general release set forth in Section 2
of the Release Agreement, the obligations of the Participant contained in the
Noncompetition Agreement and other good and valuable consideration, the
following benefits:



| |  | (1)    Payment of an amount equal to (i) the Termination Year Bonus
multiplied by a fraction, the numerator of which is the number of days of
the fiscal year in which the Termination Date occurs during which the
Participant was employed by the Company and the denominator of which is
365, less (ii) any amounts previously paid to the Participant in respect
of such Termination Year Bonus during such fiscal year, such amount to be
payable on the same basis and at the same time as if the Participants
employment with the Company had continued;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (2)    Continuation during the Severance Period in accordance with the
Companys regular payroll practices of salary replacement amounts equal
to the Participants base salary from the Company and its affiliated
companies in effect immediately prior to the Termination Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | (3)    Payment of an aggregate bonus replacement amount equal to two
hundred percent (200%) of the Participants Termination Year Bonus, such
aggregate amount to be payable in two equal installments, the first of
which shall be made on the first anniversary of the Termination Date and
the second of which shall be made on the second anniversary of the
Termination Date; provided, however, that if the Termination Year Bonus
is not calculable at the time a payment is required to be made pursuant
to this Section 3(a)(3), such payment shall be made within 30 days after
the Termination Year Bonus is so calculated;                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | (4)    Continuation, for the Severance Period, of medical, dental,
accident and life insurance coverage on terms comparable to those which
would have been provided if the Participants employment with the Company
had continued for that time, with the payment for such insurance coverage
to be made on the same basis as if the Participants employment with the
Company had continued for that time; provided, however, that the
Companys obligation to provide each such type of insurance coverage
shall cease as of the date that the Participant becomes eligible for such
type of insurance coverage under a plan or agreement of a subsequent
employer. Each Participant shall be obligated to notify the Company of
such Participants eligibility for insurance coverage under a plan or
agreement of a subsequent employer on or before the date that such
eligibility commences. The Company may determine that it is not
reasonably practicable to provide a type of comparable insurance coverage
required by this Section 3(a)(4) for reasons

3



---



##### 





| |  | other than cost, in which event the Company shall provide a lesser
level or no coverage and compensate the Participant for the difference in
coverage through a cash payment to be made in quarterly installments
during the period that such insurance coverage would otherwise be
provided, such cash payment to be increased by a gross-up payment for
taxes and decreased by the Participants required contribution, if any.
Any such payment will be based upon the cost of an individual insurance
policy if it were assumed to be available. The Companys obligation to
make any such quarterly installment payment shall cease at such time as
the Participant becomes eligible under a plan or agreement of a
subsequent employer for the type of insurance coverage for which the
Participant is being compensated; and
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (5)    Outplacement services with a firm selected by the Company, to
commence within a reasonable time following the Termination Date. The
aggregate fee for such outplacement services shall not exceed $20,000,
and any payments shall be made directly to such outplacement firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(b) If the employment of a Participant is terminated by the Company, the
Company shall pay the Participant all Accrued Obligations within 15 days
following the Termination Date.

(c) If a Participant breaches any of the covenants in the Noncompetition
Agreement, including any noncompetition, nonsolicitation or confidentiality
covenants contained therein, (i) the Participants entitlement to the payments
and benefits set forth in Section 3(a) shall be null and void, (ii) all rights
to receive or continue to receive severance payments and benefits shall
thereupon cease and (iii) the Participant shall immediately repay to the
Company all amounts theretofore paid to, and the value of all benefits
theretofore received by, the Participant pursuant to Section 3(a). The
foregoing shall not limit any other rights or remedies the Company may have
existing in its favor, including injunctive relief.

4. Plan Administration; Claims Procedure.

(a) Except as otherwise provided herein, this Plan shall be administered
by the Committee. The duties and authority of the Committee under this Plan
shall include (i) the interpretation of the provisions of this Plan, (ii) the
adoption of any rules and regulations which may become necessary or advisable
in the operation of this Plan, (iii) the making of such determinations as may
be permitted or required pursuant to this Plan (including the characterization
of a Participants termination under this Plan), and (iv) the taking of such
other actions as may be required for the proper administration of this Plan in
accordance with its terms. Any decision of the Committee with respect to any
matter within the authority of the Committee shall be final, binding and
conclusive upon the Company and each Participant, former Participant,
beneficiary, and each person claiming under or through any Participant or
beneficiary. Any action taken by the Committee with respect to any one or more
Participants shall not be binding on the Committee as to any action to be taken
with respect to any other Participant. Each determination required or
permitted under this Plan shall be made by the Committee in its sole and
absolute discretion.

4



---



##### 



(b) Any Participant whose employment has terminated who believes that he
or she is entitled to receive benefits under this Plan, including benefits
other than those initially determined by the Committee (or, if applicable, the
Plan Administrator) to be payable, may file a claim in writing with the
Committee (or, if applicable, the Plan Administrator), specifying the reasons
for such claim. The Committee (or, if applicable, the Plan Administrator)
shall, within 90 days after receipt of such written claim (unless special
circumstances require an extension of time, but in no event more than 180 days
after such receipt), send a written notification to the Participant as to the
disposition of such claim. Such notification shall be written in a manner
calculated to be understood by the claimant and in the event that such claim is
denied in whole or in part, shall (i) state the specific reasons for the
denial, (ii) make specific reference to the pertinent Plan provisions on which
the denial is based, (iii) provide a description of any additional material or
information necessary for the Participant to perfect the claim and an
explanation of why such material or information is necessary, and (iv) set
forth the procedure by which the Participant may appeal the denial of such
claim. The Participant (or his or her duly authorized representative) may
request a review of the denial of any such claim or portion thereof by making
application in writing to the Committee (or, if applicable, the Plan
Administrator) within 60 days after receipt of such denial. Such Participant
(or his or her duly authorized representative) may, upon written request to the
Committee (or, if applicable, the Plan Administrator), review any documents
pertinent to such claim, and submit in writing issues and comments in support
of such claim. Within 60 days after receipt of a written appeal (unless
special circumstances require an extension of time, but in no event more than
120 days after such receipt), the Committee (or, if applicable, the Plan
Administrator) shall notify the Participant of the final decision with respect
to such claim. Such decision shall be written in a manner calculated to be
understood by the claimant and shall state the specific reasons for such
decision and make specific references to the pertinent Plan provision on which
the decision is based.

(c) The Committee is empowered, on behalf of this Plan, to engage
accountants, legal counsel and such other persons as the Committee deems
necessary or advisable for the performance of its duties under this Plan. The
functions of any such persons engaged by the Committee shall be limited to the
specified services and duties for which they are engaged, and such persons
shall have no other duties, obligations or responsibilities under this Plan.
Such persons shall exercise no discretionary authority or discretionary control
respecting the administration of this Plan. All reasonable fees and expenses
of such persons shall be borne by the Company.

5. Withholding Taxes; Authorized Deductions. The Company shall withhold
from all payments due under this Plan to each Participant (or his or her
beneficiary or estate) all taxes which, by applicable federal, state, local or
other law, the Company is required to withhold therefrom. The Company may also
reduce the amounts otherwise payable pursuant to Section 3(a) hereof to satisfy
the Participants required contributions for the insurance coverages being
provided hereunder.

6. Amendment and Termination.

(a) The Company shall have the right, in its sole discretion, pursuant to
action by the Board, to approve the amendment or termination of this Plan,
which amendment or termination shall not become effective until the date fixed
by the Board for such amendment or

5



---



##### 



termination, which date, in the case of an amendment which would be
adverse to the interests of any Participant or in the case of termination,
shall be at least 180 days after notice thereof is given by the Company to the
Participants in accordance with Section 7(j) hereof.

(b) The Board may, at any time, remove a Participant from participation in
this Plan. Any such removal shall take effect no earlier than 180 days after
the date notice of such removal is given to the Participant.

7. General Provisions.

(a) Except as otherwise provided below in this Section 7(a), any amount
paid pursuant to this Plan shall be paid in lieu of any other amount of
severance relating to salary, short-term incentive compensation or other bonus
continuation to be received by the Participant upon termination of employment
of the Participant under any severance plan, policy or arrangement of the
Company. Subject to the foregoing, all rights of a Participant under any
employee benefit plan maintained by the Company shall be determined in
accordance with the provisions of such plan. For the avoidance of doubt, if a
Participant is entitled to severance payments and benefits under the Companys
Transitional Compensation Plan or a Transitional Compensation Agreement with
the Company, such Participant shall receive payments and benefits under the
Transitional Compensation Plan or a Transitional Compensation Agreement, as the
case may be, and no payments shall be made or benefits provided hereunder to
such Participant.

(b) If the Company is obligated by law to pay severance pay, notice pay or
other similar benefits, or if the Company is obligated by law to provide
advance notice of separation (Notice Period), then any payments hereunder
shall be reduced by the amount of any such severance pay, notice pay or other
similar benefits, as applicable, and by the amount of any severance pay, notice
pay or other similar benefits received during any Notice Period.

(c) This Plan shall not be funded. No Participant entitled to benefits
hereunder shall have any right to, or interest in, any specific assets of the
Company.

(d) Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of giving a receipt therefor shall be deemed
paid when paid to such persons guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Company, the Plan Administrator and all other parties
with respect thereto. If a Participant shall die while any amounts would be
payable to the Participant under this Plan had the Participant continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Plan to such person or persons appointed in
writing by the Participant to receive such amounts or, if no person is so
appointed, to the estate of the Participant. The Company may, in its
discretion, pay any such amounts in a single lump-sum payment.

(e) To the fullest extent permitted by law, it is intended that the
payments, benefits and rights of any Participant shall be free from any claim
of any creditor and all such payments, benefits and rights shall be free from
attachment, garnishment, trustees process or any other legal or equitable
process available to any creditor of such Participant. Except as

6



---



##### 



otherwise provided herein or by law, no right or interest of any
Participant under this Plan shall be assignable or transferable, in whole or in
part, either directly or by operation of law or otherwise, including without
limitation by execution, levy, garnishment, attachment, pledge or in any
manner; and no attempted assignment or transfer thereof shall be effective.

(f) Neither the adoption of this Plan, nor any amendment hereof, nor the
payment of any benefits, nor any other actions taken in respect of this Plan,
shall be construed as giving any Participant the right to be retained in the
service of the Company or any of its subsidiaries, and all Participants shall
remain subject to discharge to the same extent as if this Plan had not been
adopted.

(g) This Plan shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties, including each Participant, present and
future, and any successor to the Company or one of its subsidiaries. This Plan
shall not be terminated by any merger or consolidation of the Company whereby
the Company is or is not the surviving or resulting corporation or as a result
of any transfer of all or substantially all of the assets of the Company. In
the event of any such merger, consolidation or transfer of assets, the
provisions of this Plan shall be binding upon the surviving or resulting
corporation or the person or entity to which such assets are transferred. In
the event of the consummation of a transaction initiated by the Company
involving the formation of a direct or indirect holding company of the Company
for an internal legal or business purpose in which the holders of the
outstanding voting securities of the Company become the holders of the
outstanding voting securities of such holding company in substantially the same
proportions, the provisions of this Plan shall be binding upon such holding
company.

(h) The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Plan and shall not be
employed in the construction of this Plan.

(i) If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision
hereof, and this Plan shall be construed and enforced as if such provision had
not been included.

(j) All notices and other communications required or permitted hereunder
shall be in writing and shall be deemed given when (i) delivered personally or
by overnight courier to the last known address of a Participant in the records
of the Company or (ii) when delivered or mailed by United States mail, first
class, postage prepaid, addressed to the intended recipient at his, her or its
last known address in the records of the Company.

(k) This Plan shall be effective as of December 10, 2002 (the Effective
Date) and shall remain in effect unless and until terminated by the Board in
accordance with the provisions of Section 6 hereof. Notwithstanding the
foregoing, any such expiration shall not retroactively impair or otherwise
adversely affect the rights of any Participant which have arisen prior to the
date of such expiration.

7



---



##### 



(l) This Plan shall be governed by, and construed and enforced in
accordance with the internal laws of the State of Illinois (without regard to
principles of conflicts of laws) to the extent not preempted by Federal law,
which shall otherwise control.

8



---



##### 



IN WITNESS WHEREOF, the Company has caused this Plan to be adopted as of
the 10th day of December, 2002.

| |  |                            |  |                                                                             
| |  | -------------------------- |  | ----------------------------------------------------------------------------
| |  | CDW COMPUTER CENTERS, INC.
| |  |                            |  |                                                                             
| |  | By:                        |  | /s/ John A.
Edwardson
John A. Edwardson
Chairman and Chief Executive Officer

9



---



##### 



EXHIBIT B

ACKNOWLEDGMENT

The undersigned, being approved by the Board of Directors of CDW Computer
Centers, Inc. to participate in the CDW Computer Centers, Inc. Compensation
Protection Plan For Executives (the Plan), acknowledges receipt of the Plan
and agrees and accepts the terms thereof.

|      |  |            
|----- |  | -----------
|Date: |  |            
|      |  | Participant





---



##### 



EXHIBIT C

CDW COMPUTER CENTERS, INC.

COMPENSATION PROTECTION PLAN FOR EXECUTIVES


GENERAL RELEASE AGREEMENT

This General Release Agreement (this Release Agreement) is executed by
 (the Participant) pursuant to the CDW Computer Centers, Inc.
Compensation Protection Plan For Executives (the Plan).

WHEREAS, the Participants employment with CDW Computer Centers, Inc. and
its subsidiaries (the Company) is terminating;

WHEREAS, the Participant has had [21 or 45 days, whichever is required by
law]to consider the form of this Release Agreement;

WHEREAS, the Company advised the Participant in writing to consult with an
attorney before signing this Release Agreement;

WHEREAS, the Participant acknowledges that the benefits to be provided to
the Participant under the Plan are in consideration of, and are sufficient to
support, the general release set forth in Section 2 of this Release Agreement;
and

WHEREAS, the Participant understands that the Company regards the
representations and covenants by the Participant in this Release Agreement as
material and that the Company is relying on such representations and covenants
in paying amounts to the Participant pursuant to the Plan.

THE PARTICIPANT THEREFORE AGREES AS FOLLOWS:

1. Termination Benefits. The Participants employment with the Company
shall terminate on , and the Participant shall receive the termination
benefits set forth in Section 3 of the Plan in accordance with the terms and
subject to the conditions thereof.

2.
General Release. (a) The Participant, on behalf of the Participant and
anyone claiming through the Participant, hereby agrees not to sue the Company
or any division, subsidiary, affiliate or other related entity of the Company
(whether or not such entity is wholly owned) or any of the past, present or
future directors, officers, administrators, trustees, fiduciaries or agents of
the Company or any of such other entities, or the predecessors, successors or
assigns of any of them (hereinafter referred to as the Released Parties), and
agrees to release and discharge, fully, finally and forever, the Released
Parties from any and all claims, causes of action, lawsuits, liabilities,
debts, accounts, covenants, contracts, controversies, agreements, promises,
sums of money, damages, judgments and demands of any nature whatsoever, in law
or in equity, both known and unknown, asserted or not asserted, foreseen or
unforeseen, which the Participant ever had or may presently have against any of
the Released Parties arising from the beginning of time up to and including the
effective date of this Release

C-1



---



##### 



Agreement, including, without limitation, all matters in any way related
to the Participants employment by the Company or any of its affiliates, the
terms and conditions thereof, any failure to promote the Participant and the
termination or cessation of the Participants employment with the Company or
any of its affiliates, and including, without limitation, any and all claims
arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, the Family and Medical Leave Act, the
Americans With Disabilities Act, the Employee Retirement Income Security Act of
1974, [the Illinois Human Rights Act or the Chicago or Cook County Human Rights
Ordinance, if applicable, or, if not applicable, insert other applicable state
law or local ordinance], each as may be amended from time to time, or any other
federal, state, local or foreign statute, regulation, ordinance or order, or
pursuant to any common law doctrine; provided, however, that nothing contained
in this Release Agreement shall apply to, or release the Company from, any
obligation of the Company contained in the Plan, any vested benefits pursuant
to any employee benefit plan, program or policy of the Company or any
obligation of the Company to indemnify the Participant to the fullest extent
permissible under the Companys Articles of Incorporation or Bylaws. The
consideration offered in the Plan is accepted by the Participant as being in
full accord, satisfaction, compromise and settlement of any and all claims or
potential claims, and the Participant expressly agrees that the Participant is
not entitled to, and shall not receive, any further recovery of any kind from
the Company or any of the other Released Parties, and that in the event of any
further proceedings whatsoever based upon any matter released herein, neither
the Company nor any of the other Released Parties shall have any further
monetary or other obligation of any kind to the Participant, including any
obligation for any costs, expenses or attorneys fees incurred by or on behalf
of the Participant. The Participant agrees that the Participant has no present
or future right to employment with the Company or any of the other Released
Parties.

(b) The Participant expressly represents and warrants that the Participant
is the sole owner of the actual and alleged claims, demands, rights, causes of
action and other matters that are released herein; that the same have not been
transferred or assigned or caused to be transferred or assigned to any other
person, firm, corporation or other legal entity; and that the Participant has
the full right and power to grant, execute and deliver the general release,
undertakings and agreements contained herein.

3. ACKNOWLEDGMENT BY PARTICIPANT. BY EXECUTING THIS RELEASE AGREEMENT,
THE PARTICIPANT EXPRESSLY ACKNOWLEDGES THAT THE PARTICIPANT HAS READ THIS
RELEASE AGREEMENT CAREFULLY, THAT THE PARTICIPANT FULLY UNDERSTANDS ITS TERMS
AND CONDITIONS, THAT THE PARTICIPANT HAS BEEN ADVISED TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS RELEASE AGREEMENT, THAT THE PARTICIPANT HAS
BEEN ADVISED THAT THE PARTICIPANT HAS [21 OR 45 DAYS, WHICHEVER IS REQUIRED BY
LAW]WITHIN WHICH TO DECIDE WHETHER OR NOT TO EXECUTE THIS RELEASE AGREEMENT
AND THAT THE PARTICIPANT INTENDS TO BE LEGALLY BOUND BY IT. DURING A PERIOD OF
SEVEN DAYS FOLLOWING THE DATE OF THE PARTICIPANTS EXECUTION OF THIS RELEASE
AGREEMENT, THE PARTICIPANT SHALL HAVE THE RIGHT TO REVOKE THE RELEASE OF CLAIMS
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT BY SERVING WITHIN SUCH PERIOD
WRITTEN NOTICE OF REVOCATION.

C-2



---



##### 



4. The Plan and this Release Agreement constitute the entire understanding
between the parties with respect to the subject matter hereof. The Participant
has not relied on any oral statements that are not included in the Plan or this
Release Agreement.

5. If any provision of this Release Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof, and this Release Agreement shall be construed and enforced as
if such provision had not been included.

6. This Release Agreement shall be construed, interpreted and applied in
accordance with the internal laws of the State of Illinois without regard to
the principles of conflicts of laws.

|      |  |       
|----- |  | ------
|Date: |  | [NAME]

C-3