EXHIBIT 10(hh)

                       TRANSITIONAL COMPENSATION AGREEMENT

         THIS  AGREEMENT,  made and  entered  into as of January 28, 2001 by and
between CDW Computer Centers, Inc., an Illinois corporation  (hereinafter called
the "Company"), and John A. Edwardson (hereinafter called the "Executive").

                                WITNESSETH THAT:

         WHEREAS,  the Board of  Directors  of the  Company  (the  "Board")  has
determined that it is in the best interests of the Company and its  shareholders
to assure that the Company will have the continued  dedication of the Executive,
despite the possibility, threat or occurrence of a Change in Control (as defined
below) of the Company; and

         WHEREAS,  the Board  believes  that it is  imperative  to diminish  the
inevitable  distraction  of the  Executive  which would result from the personal
uncertainties and risks created by a threatened or pending Change in Control and
to encourage the  Executive's  full  attention and dedication to the business of
the Company  currently and in the event of any  threatened or pending  Change in
Control and to provide the Executive with  appropriate  compensation and benefit
protection upon a Change in Control;

         NOW,  THEREFORE,  the Company and the  Executive,  each intending to be
legally bound, hereby mutually covenant and agree as follows:

     1. Term.  This  Agreement  shall become  effective upon the occurrence of a
Change in Control (as defined in Paragraph 4(d), below)  (hereinafter called the
"Effective Date") and shall remain in effect for a term continuing until the end
of the  twenty-fourth  (24th)  calendar  month  following the month in which the
Effective Date occurs;  provided,  however,  that, anything in this Agreement to
the  contrary  notwithstanding,  if a  Change  in  Control  occurs  and  if  the
Executive's  employment  with the  Company was  terminated  prior to the date on
which the Change in Control occurs, and if it is reasonably  demonstrated by the
Executive that such  termination of employment (a) was at the request of a third
party who was taking steps  reasonably  calculated to effect a Change in Control
or (b)  otherwise  arose in  connection  with or  anticipation  of a  Change  in
Control, then for all purposes of this Agreement the "Effective Date" shall mean
the date immediately prior to the date of such termination of employment.

         2. Duties. During the Executive's employment with the Company after the
Effective  Date,  the  Executive  shall serve as President  and Chief  Executive
Officer of the  Company  and have all powers  and  duties  consistent  with such
position,  subject to the reasonable direction of the Board. The Executive shall
also  continue to serve as Chairman of the Board.  The  Executive  shall  devote
substantially his entire time during reasonable  business hours (reasonable sick
leave  and  vacations   excepted)  and  best  efforts  to  fulfill   faithfully,
responsibly and to the best of his ability his duties  hereunder.  The Executive
may engage in  charitable,  civic or community  activities,  manage his personal
investments,  continue  to  serve as a  director  of  Focal  Communications  and
Household  International and, with the prior approval of the Board, may serve as
a director of any other business  corporation,  provided that such activities or
service do not materially  interfere with the  Executive's  duties  hereunder or
violate  the terms of any of the  covenants  contained  in  Paragraphs  10 or 11
hereof.

         3. Compensation and Benefits.  For the Executive's  employment with the
Company after the Effective  Date, the Executive  shall receive such  reasonable
and appropriate compensation and benefits as shall be approved from time to time
by the Board or the  Compensation  Committee of the Board (but not less than the
total  compensation and benefits to which he was entitled  immediately  prior to
the Change in Control),  subject to the provisions of Paragraph 4(d)(v),  below.
Each stock option  granted to the Executive  after a Change in Control will have
terms  substantially  similar  to those  set  forth in  Section  3(d)(i)  of the
Employment  Agreement  of  even  date  herewith  between  the  Company  and  the
Executive.

         4.  Termination.  Unless  earlier  terminated  in  accordance  with the
following  provisions of this  Paragraph 4, the Company shall continue to employ
the Executive and the  Executive  shall remain  employed by the Company from the
Effective  Date  through the end of the term of this  Agreement  as set forth in
Paragraph 1, above.  Paragraph 6 hereof sets forth  certain  obligations  of the
Company in the event that the  Executive's  employment  hereunder is terminated.
Certain  capitalized  terms used in this  Paragraph 4 and in  Paragraphs 5 and 6
hereof are defined in Paragraph 4(d), below.

                  (a) Death or  Disability.  The  Executive's  employment  shall
terminate  immediately  as of  the  Date  of  Termination  in the  event  of the
Executive's  death or in the event  that the  Executive  becomes  disabled.  The
Executive will be deemed to be disabled upon the earlier of (i) the end of a six
(6)-consecutive  month  period  during  which,  by reason of  physical or mental
injury or disease,  the  Executive has been unable,  with or without  reasonable
accommodation,  to perform  substantially  all of his usual and customary duties
under this Agreement or (ii) the date that a reputable physician selected by the
Board and reasonably  acceptable to the Executive determines in writing that the
Executive  will, by reason of physical or mental  injury or disease,  be unable,
with or without reasonable  accommodation,  to perform  substantially all of the
Executive's  usual and customary  duties under this Agreement for a period of at
least six (6)  consecutive  months.  If any  question  arises as to whether  the
Executive  is  disabled,  upon  reasonable  request  therefor by the Board,  the
Executive  shall submit to  reasonable  medical  examination  for the purpose of
determining the existence,  nature and extent of any such disability.  The Board
shall promptly give the Executive  written notice of any such  determination  of
the  Executive's  disability  and of any decision of the Board to terminate  the
Executive's  employment by reason  thereof.  Until the Date of  Termination  for
disability,   the  base  salary  payable  to  the  Executive  shall  be  reduced
dollar-for-dollar by the amount of any disability benefits paid to the Executive
in accordance with any disability policy or program of the Company.

                  (b) Discharge for Cause.  In  accordance  with the  procedures
hereinafter set forth, the Board may discharge the Executive from his employment
hereunder  for  Cause.  Any  discharge  of the  Executive  for  Cause  shall  be
communicated  by a Notice of  Termination  to the Executive  given in accordance
with Paragraph 13 of this Agreement.  For purposes of this Agreement,  a "Notice
of  Termination"  means a  written  notice  which  (i)  indicates  the  specific
termination  provision  in this  Agreement  relied  upon,  (ii)  sets  forth  in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of the Executive's  employment  under the provision so indicated and
(iii) specifies the termination  date,  which may be as early as the date of the
giving of such notice.  No purported  termination of the Executive's  employment
for Cause shall be effective without a Notice of Termination.

                  (c) Termination  for Other Reasons.  The Company may discharge
the  Executive  without  Cause by  giving  written  notice to the  Executive  in
accordance  with  Paragraph  13 at least  fifteen (15) days prior to the Date of
Termination. The Executive may resign from his employment,  without liability to
the  Company,  by  giving  written  notice to the  Company  in  accordance  with
Paragraph 13 at least fifteen (15) days prior to the Date of Termination.

                  (d) Definitions. For purposes of this Agreement, the following
capitalized terms shall have the meanings set ----------- forth below:

                  (i) "Accrued   Obligations"   shall mean,  as  of  the Date of
Termination,  the sum of (1) the  Executive's  base  salary  through the Date of
Termination  to the extent not  theretofore  paid,  (2) the amount of any bonus,
incentive  compensation,  deferred  compensation  and  other  cash  compensation
accrued  by the  Executive  as of the  Date of  Termination  to the  extent  not
theretofore paid and (3) any vacation pay, expense reimbursements and other cash
entitlements  accrued  by the  Executive  as of the Date of  Termination  to the
extent not theretofore paid. For the purpose of this Paragraph 4(d)(i),  amounts
shall be deemed to accrue  ratably over the period during which they are earned,
but no discretionary  compensation shall be deemed earned or accrued until it is
specifically  approved by the Board or the Compensation  Committee in accordance
with the applicable plan, program or policy.

                  (ii) "Cause" shall mean: (1) the Executive's  commission of an
act materially and  demonstrably  detrimental to the financial  condition and/or
goodwill of the Company or any of its subsidiaries,  which act constitutes gross
negligence  or willful  misconduct by the  Executive in the  performance  of his
material  duties  to  the  Company  or  any of  its  subsidiaries,  or  (2)  the
Executive's  commission  of any  material act of  dishonesty  or breach of trust
resulting or intended to result in material  personal  gain or enrichment of the
Executive at the expense of the Company or any of its  subsidiaries,  or (3) the
Executive's  conviction of a felony involving moral turpitude,  but specifically
excluding  any  conviction  based  entirely on  vicarious  liability.  No act or
failure to act will be considered  "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that his action
or omission was in the best  interests of the  Company.  In addition,  no act or
omission will constitute Cause unless (1) a resolution finding that Cause exists
has been  approved by a majority of all of the members of the Board at a meeting
at which the  Executive is allowed to appear with his legal  counsel and (2) the
Company has given  detailed  written  notice thereof to the Executive and, where
remedial action is feasible,  he then fails to remedy the act or omission within
a reasonable time after receiving such notice.

                           (iii)    "Change in Control" shall mean:

                  (1) the  acquisition  by any  individual,  entity  or group (a
"Person"),  including  any  "person"  within the meaning of Section  13(d)(3) or
14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  of  beneficial  ownership  within the meaning of Rule 13d-3  promulgated
under the Exchange Act, of both (x) 25% or more of the combined  voting power of
the then outstanding securities of the Company entitled to vote generally in the
election of directors  (the  "Outstanding  Company Voting  Securities")  and (y)
combined voting power of the Outstanding  Company Voting  Securities equal to or
in  excess  of the  combined  voting  power of the  Outstanding  Company  Voting
Securities held by the Krasny Family; excluding, however, the following: (A) any
acquisition  directly  from the  Company  or any  member  of the  Krasny  Family
(excluding  any  acquisition   resulting  from  the  exercise  of  an  exercise,
conversion  or  exchange  privilege  unless  the  security  being so  exercised,
converted or exchanged was acquired directly from the Company or from any member
of the Krasny  Family),  (B) any  acquisition by the Company,  any member of the
Krasny Family or any group that includes a member of the Krasny Family,  (C) any
acquisition  by an  employee  benefit  plan  (or  related  trust)  sponsored  or
maintained by the Company or any corporation  controlled by the Company,  or (D)
any  acquisition  by any  corporation  pursuant to a  reorganization,  merger or
consolidation  involving the Company, if, immediately after such reorganization,
merger or consolidation,  each of the conditions  described in clauses (i), (ii)
and (iii) of  subsection  (3) of this  "Change in Control"  definition  shall be
satisfied,  provided that, for purposes of clause (B), if any Person (other than
the  Company or any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained  by the Company or any  corporation  controlled by the Company or any
member of the Krasny Family)  shall,  by reason of an acquisition of Outstanding
Company Voting  Securities by the Company,  become the beneficial  owner of both
(x) 25% or more of the  Outstanding  Company Voting  Securities and (y) combined
voting power of the Outstanding  Company Voting Securities equal to or in excess
of the combined voting power of the Outstanding  Company Voting  Securities held
by the  Krasny  Family,  and  such  Person  shall,  after  such  acquisition  of
Outstanding  Company  Voting  Securities by the Company,  become the  beneficial
owner  of  any  additional   Outstanding  Company  Voting  Securities  and  such
beneficial ownership is publicly announced, such additional beneficial ownership
shall constitute a Change in Control;

                  (2)  individuals  who,  as of  the  date  of  this  Agreement,
constitute the Board (the "Incumbent  Board") cease for any reason to constitute
at least a majority of such Board;  provided,  however,  that any individual who
becomes a director of the Company subsequent to the date of this Agreement whose
election, or nomination for election by the Company's stockholders, was approved
by the  vote  of at  least a  majority  of the  directors  then  comprising  the
Incumbent  Board shall be deemed a member of the Incumbent  Board;  and provided
further,  that no  individual  who was  initially  elected as a director  of the
Company as a result of an actual or threatened solicitation by a person or group
for the purpose of  opposing a  solicitation  by any other  person or group with
respect  to the  election  or  removal  of  directors,  or any  other  actual or
threatened  solicitation  of proxies or  consents  by or on behalf of any Person
other than the Board shall be deemed a member of the Incumbent Board;

                  (3) consummation of a reorganization,  merger or consolidation
unless,  in any such  case,  immediately  after such  reorganization,  merger or
consolidation,  (i)  more  than  50% of the  combined  voting  power of the then
outstanding  securities of the corporation  resulting from such  reorganization,
merger or consolidation  entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly,  by all or substantially all
of the individuals or entities who were the beneficial owners, respectively,  of
the   Outstanding   Company  Voting   Securities   immediately   prior  to  such
reorganization, merger or consolidation, (ii) no Person (other than the Company,
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company  or the  corporation  resulting  from  such  reorganization,  merger  or
consolidation  (or any  corporation  controlled  by the  Company) and any Person
which beneficially owned,  immediately prior to such  reorganization,  merger or
consolidation,  directly or indirectly,  25% or more of the Outstanding  Company
Voting Securities)  beneficially owns,  directly or indirectly,  both (x) 25% or
more of the combined  voting power of the then  outstanding  securities  of such
corporation  entitled to vote  generally in the  election of  directors  and (y)
combined  voting power of the then  outstanding  securities of such  corporation
equal to or in  excess  of the  combined  voting  power of the then  outstanding
securities  of such  corporation  held by the Krasny Family and (iii) at least a
majority of the members of the board of directors of the  corporation  resulting
from such reorganization,  merger or consolidation were members of the Incumbent
Board at the time of the  execution  of the initial  agreement  or action of the
Board providing for such reorganization, merger or consolidation; or

                  (4)  consummation  of (i) a plan of  complete  liquidation  or
dissolution  of the  Company  or (ii) the sale or  other  disposition  of all or
substantially  all of the assets of the Company other than to a corporation with
respect to which,  immediately  after such sale or other  disposition,  (A) more
than 50% of the combined voting power of the then outstanding securities thereof
entitled to vote  generally in the  election of  directors is then  beneficially
owned,  directly or indirectly,  by all or substantially  all of the individuals
and entities who were the beneficial  owners,  respectively,  of the Outstanding
Company Voting Securities  immediately prior to such sale or other  disposition,
(B) no Person  (other than the Company,  any  employee  benefit plan (or related
trust)  sponsored  or  maintained  by the  Company or such  corporation  (or any
corporation  controlled by the Company) and any Person which beneficially owned,
immediately prior to such sale or other disposition, directly or indirectly, 25%
or  more  of the  Outstanding  Company  Voting  Securities)  beneficially  owns,
directly or indirectly, both (x) 25% or more of the combined voting power of the
then outstanding  securities  thereof entitled to vote generally in the election
of directors and (y) combined  voting power of the then  outstanding  securities
thereof  equal  to or in  excess  of the  combined  voting  power  of  the  then
outstanding  securities  thereof  held by the  Krasny  Family and (C) at least a
majority of the members of the board of  directors  thereof  were members of the
Incumbent Board at the time of the execution of the initial  agreement or action
of the Board providing for such sale or other disposition.

                  (iv)  "Date of  Termination"  shall mean (1) in the event of a
discharge of the  Executive by the Board for Cause,  the date  specified in such
Notice of Termination,  (2) in the event of a discharge of the Executive without
Cause or a  resignation  by the  Executive,  the date  specified  in the written
notice to the  Executive  (in the case of discharge) or the Company (in the case
of  resignation),  which  date  shall be no less than  three (3) days  after the
giving of such notice by the Executive of  termination  during the Window Period
and which  date  shall be no less than  fifteen  (15) days from the date of such
written notice under other  circumstances,  (3) in the event of the  Executive's
death, the date of the Executive's death, and (4) in the event of termination of
the Executive's  employment by reason of disability  pursuant to Paragraph 4(a),
the date the Executive receives written notice of such termination.

                  (v) "Good Reason" shall mean any of the following  without the
consent of the Executive: (1) the failure to re-elect the Executive as Chairman,
President and Chief  Executive  Officer,  (2) assignment of duties  inconsistent
with the Executive's  position,  authority,  duties or responsibilities,  or any
other action by the Company which  results in a  substantial  diminution of such
position,  authority,  duties  or  responsibilities,  other  than  an  isolated,
insubstantial  and  inadvertent  action  not  taken in bad  faith  and  which is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive,  (3) any other  failure  by the  Company  to  comply  with any of the
provisions  of this  Agreement,  including  (but not by way of  limitation)  any
reduction  of the  Executive's  base  salary,  bonus or  incentive  compensation
opportunities,  or benefits under any compensation or benefit plan or program of
the Company, other than an isolated, insubstantial and inadvertent reduction not
made in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive,  or (4) any successor to the Company,  by
acquisition  of stock or assets,  by merger or  otherwise,  failing to expressly
assume the obligations of the Company under this Agreement.  However, during the
term of this  Agreement,  "Good Reason"  shall also include the Executive  being
reassigned,  without the Executive's consent, to an office location more than 50
miles outside of the Greater Chicago Metropolitan area.

                  (vi)  "Krasny  Family"  shall mean  Michael P.  Krasny,  Janet
Krasny, any descendant of Michael P. Krasny or Janet Krasny or the spouse of any
such  descendant   (collectively,   the  "Krasny  Family  Group"),   any  trust,
partnership  or other entity for the benefit of any member of the Krasny  Family
Group,  the estate of any member of the Krasny  Family  Group or any  charitable
organization established by any member of the Krasny Family Group.

                  (vii)  "Prior  Bonus"  shall  mean the  average  of the annual
incentive bonus earned under the Company's Senior  Management  Incentive Plan or
any comparable bonus earned under any successor plan (including any bonus earned
and  payable  but not yet paid) for the last  three full  fiscal  years (or such
shorter  period during which the Executive has been an employee of the Company);
provided  that,  (1) if the Executive is not employed by the Company on December
31, 2001,  the Prior Bonus for the 2001 fiscal year only shall be the sum of the
target incentive bonus for such year and the special bonus for such year and (2)
if the Executive has been continuously  employed by the Company through December
31, 2001, for purposes of calculating  Prior Bonus, the Prior Bonus for the 2001
fiscal  year  shall be the sum of the  incentive  bonus  for  such  year and the
special bonus for such year.

                  (viii) "Qualifying  Termination" shall mean termination of the
Executive's  employment  after the  Effective  Date and  during the term of this
Agreement as described in Paragraph 1, above,  (1) by reason of the discharge of
the Executive by the Company other than for Cause or  disability,  (2) by reason
of the  resignation of the Executive for Good Reason within six (6) months after
an  event  constituting  Good  Reason  or (3) by the  Executive  for any  reason
whatsoever during the Window Period.

                  (ix) "Window  Period" shall mean the 30-day period  commencing
six months after the date of a Change in Control.

                  5.  Vesting  of  Equity  Awards  Upon  a  Change  in  Control.
Notwithstanding the terms and provisions of any other agreement,  plan or award,
immediately  upon a Change in Control,  all stock options,  restricted stock and
other equity awards to the Executive  which are not otherwise  vested shall vest
in full, and all options shall remain exercisable for the period provided for in
the  applicable  award  agreement  and,  to the  extent  not  inconsistent,  the
applicable plan.

                  6. Obligations of the Company Upon Termination.  The following
provisions  describe  certain  obligations of the Company to the Executive under
this Agreement upon termination of his employment. However, except as explicitly
provided in this  Agreement,  nothing in this Agreement shall limit or otherwise
adversely  affect any rights which the Executive may have under  applicable law,
under any other agreement with the Company or any of its subsidiaries,  or under
any compensation or benefit plan, program,  policy or practice of the Company or
any of its subsidiaries.

                  (a) Death,  Disability,  Discharge for Cause,  or  Resignation
Without Good  Reason.  In the event the  Executive's  employment  terminates  by
reason  of the  death  or  disability  of the  Executive,  or by  reason  of the
discharge  of the  Executive  by the  Company  for  Cause,  or by  reason of the
resignation  of the  Executive  outside of the Window Period other than for Good
Reason,  the Company shall pay to the  Executive,  or his heirs or estate in the
event of the Executive's death, all Accrued Obligations (including,  in the case
of death or disability,  prorated  annual  incentive  bonus (based on the target
bonus under the Company's Senior Management Incentive Plan or any successor plan
for the fiscal year in which the Executive's  termination of employment  occurs)
through and including  the  effective  date of the  Executive's  termination  of
employment  and, in the case of the 2001 fiscal year only,  in the case of death
or disability, a prorated special bonus through and including the effective date
of the  Executive's  termination of employment) in a lump sum within thirty (30)
days after the Date of Termination;  provided,  however, that any portion of the
Accrued Obligations which consists of bonus, deferred compensation, or incentive
compensation  shall be determined  and paid in accordance  with the terms of the
relevant plan as applicable to the Executive.  In addition,  if the  Executive's
employment is terminated by retirement under a retirement plan of the Company or
by resignation of the Executive  other than for Good Reason,  the Executive may,
in the  discretion  of the  Compensation  Committee,  be awarded a pro rata cash
bonus for the year in which the Date of Termination occurs.

                  (b)  Qualifying  Termination.  In the  event  of a  Qualifying
Termination, the Executive shall receive the following benefits:

                  (i)  Payment of all Accrued  Obligations  in a lump sum within
thirty  (30) days after the Date of  Termination;  provided,  however,  that any
portion  of  the  Accrued   Obligations   which  consists  of  bonus,   deferred
compensation  or  incentive   compensation  shall  be  determined  and  paid  in
accordance with the terms of the relevant plan as applicable to the Executive,

                  (ii) A prorated  annual  incentive  bonus (based on the target
bonus under the Company's Senior Management Incentive Plan or any successor plan
for the fiscal year in which the Executive's  termination of employment  occurs)
through and including  the  effective  date of the  Executive's  termination  of
employment  and, in the case of the 2001 fiscal year only, the special bonus for
such fiscal year,

                  (iii)  Payment in a lump sum within thirty (30) days after the
Date of  Termination  of a salary  replacement  amount  equal  to three  hundred
percent  (300%)  of the  Executive's  base  salary  as in  effect  prior  to the
termination,

                  (iv)  Payment in a lump sum within  thirty (30) days after the
Date of Termination of a bonus replacement amount equal to three hundred percent
(300%) of the Prior Bonus, and

                  (v) Continuation, for a period of two (2) years after the Date
of  Termination,  of all welfare  benefits and senior  executive  perquisites on
terms at least as  favorable  to the  Executive  as those  which would have been
provided if the  Executive's  employment had continued for that time pursuant to
this Agreement, with the cost of such benefits to be paid by the Company. To the
extent the Company is unable to provide  comparable  insurance for reasons other
than cost,  the Company may provide a lesser level or no coverage and compensate
the  Executive for the  difference  in coverage  through a cash lump sum payment
grossed up for taxes.  This  payment  will be tied to the cost of an  individual
insurance policy if it were assumed to be available.

                  7. Certain  Additional  Payments by the  Company.  The Company
agrees that:


                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the  event it  shall be  determined  that  any  payment  or
distribution by the Company to or for the benefit of the Executive (whether paid
or  payable  or  distributed  or  distributable  pursuant  to the  terms of this
Agreement or otherwise, but determined without regard to any additional payments
required  under this  Paragraph 7) (a "Payment")  would be subject to the excise
tax imposed by Section  4999 of the Internal  Revenue Code of 1986,  as amended,
(the "Code") or if any interest or penalties are incurred by the Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  being,  hereinafter  collectively  referred to as the "Excise Tax"),
then the  Executive  shall be  entitled  to  receive  an  additional  payment (a
"Gross-Up  Payment") in an amount such that,  after  payment by the Executive of
all taxes  (including  any  interest or  penalties  imposed with respect to such
taxes),  including,  without limitation,  any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment,  the Executive  retains an amount of the Gross-Up  Payment equal to the
Excise Tax imposed upon the Payment. Notwithstanding the foregoing provisions of
this Paragraph 7(a), if it shall be determined that the Executive is entitled to
a Gross-Up  Payment,  but that the  Executive,  after  taking  into  account the
Payments and the Gross-Up Payment,  would not receive a net after-tax benefit of
at least $100,000  (taking into account both income taxes and any Excise Tax) as
compared  to the net  after-tax  proceeds  to the  Executive  resulting  from an
elimination  of the  Gross-Up  Payment and a reduction of the  Payments,  in the
aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to
the  Executive  and the  Payments,  in the  aggregate,  shall be  reduced to the
Reduced Amount.

                  (b) Subject to the  provisions of paragraph  (c),  below,  all
determinations required to be made under this Paragraph 7, including whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by the  accounting  firm which is then  serving as the  auditors for the Company
(the "Accounting Firm"),  which shall provide detailed  supporting  calculations
both to the Company and the Executive  within  fifteen (15) business days of the
receipt of notice  from the  Executive  that  there has been a Payment,  or such
earlier time as is requested  by the Company.  In the event that the  Accounting
Firm is serving as  accountant  or auditor for the  individual,  entity or group
effecting the Change in Control,  the Executive shall appoint another nationally
recognized accounting firm to make the determinations  required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the  Accounting  Firm shall be borne solely by the Company.
Any Gross-Up Payment,  as determined pursuant to this Paragraph 7, shall be paid
by the  Company  to the  Executive  within  five (5) days of the  receipt of the
Accounting  Firm's  determination.  If the Accounting  Firm  determines  that no
Excise Tax is payable by the  Executive,  it shall furnish the Executive  with a
written  opinion  that  failure  to report  the  Excise  Tax on the  Executive's
applicable  federal  income tax return would not result in the  imposition  of a
negligence or similar  penalty.  Any good faith  determination by the Accounting
Firm shall be binding  upon the  Company and the  Executive.  As a result of the
uncertainty  in the  application  of Section 4999 of the Code at the time of the
initial  determination  by the Accounting  Firm  hereunder,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  pursuant  to  this  Paragraph  7  ("Underpayment"),  consistent  with  the
calculations  required  to be made  hereunder.  In the  event  that the  Company
exhausts  its remedies  pursuant to  paragraph  (c),  below,  and the  Executive
thereafter is required to make a payment of any Excise Tax, the Accounting  Firm
shall  determine the amount of the  Underpayment  that has occurred and any such
Underpayment  shall be promptly paid by the Company to or for the benefit of the
Executive.

                  (c) The  Executive  shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of a Gross-Up Payment.  Such notification  shall be given
as soon as  practicable  but no later than fifteen (15)  business days after the
Executive is informed in writing of such claim and shall  apprise the Company of
the nature of such claim and the date on which  such  claim is  requested  to be
paid.  The  Executive  shall not pay such claim prior to the  expiration  of the
thirty (30)-day  period  following the date on which Executive gives such notice
to the Company (or such  shorter  period  ending on the date that any payment of
taxes with respect to such claim is due). If the Company  notifies the Executive
in writing  prior to the  expiration  of such  period that it desires to contest
such claim, the Executive shall:

                  (i) Give the Company any information  reasonably  requested by
the Company relating to such claim,

                  (ii) Take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                  (iii)  Cooperate  with  the  Company  in good  faith  in order
effectively to contest such claim, and (iv) Permit the Company to participate in
any  proceedings  relating to such claim;  provided,  however,  that the Company
shall  bear and pay  directly  all  costs  and  expenses  (including  additional
interest  and  penalties)  incurred in  connection  with such  contest and shall
indemnify and hold the Executive harmless,  on an after-tax basis, for all taxes
(including  interest and  penalties  with respect  thereto),  including  without
limitation any Excise Tax and income tax (including  interest and penalties with
respect  thereto),  imposed as a result of such  representation  and  payment of
costs and expenses.  Without limiting the foregoing provisions of this paragraph
(c), the Company shall  control all  proceedings  taken in connection  with such
contest and, at its sole option, may pursue or forego any and all administrative
appeals,  proceedings,  hearings and  conferences  with the taxing  authority in
respect of such claim and may, at its sole option,  either  direct the Executive
to pay the tax  claimed  and  sue for a  refund  or  contest  the  claim  in any
permissible  manner;  and the  Executive  agrees to prosecute  such contest to a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive on an interest-free  basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, for all taxes (including interest
and penalties with respect thereto), including without limitation any Excise Tax
and income tax (including  interest or penalties with respect thereto),  imposed
with respect to such advance or with respect to any imputed  income with respect
to such  advance;  and further  provided  that any  extension  of the statute of
limitations  relating to payment of taxes for the taxable year of the  Executive
with  respect  to which  such  contested  amount is claimed to be due is limited
solely to such  contested  amount.  Furthermore,  the  Company's  control of the
contest  shall be limited  to issues  with  respect to which a Gross-Up  Payment
would be payable  hereunder  and the  Executive  shall be  entitled to settle or
contest,  as the case may be, any other  issue  raised by the  Internal  Revenue
Service or any other taxing authority.

                  (d) If,  after  the  receipt  by the  Executive  of an  amount
advanced by the Company pursuant to paragraph (c), above, the Executive  becomes
entitled to receive any refund with respect to such claim,  the Executive  shall
(subject to the Company's complying with the requirements of said paragraph (c))
promptly  pay to the  Company  the  amount  of such  refund  (together  with any
interest paid or credited thereon,  after taxes applicable  thereto).  If, after
the receipt by the  Executive of an amount  advanced by the Company  pursuant to
said  paragraph  (c), a  determination  is made that the Executive  shall not be
entitled  to any refund  with  respect to such  claim and the  Company  does not
notify the  Executive  in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination,  then such
advance shall be forgiven and shall not be required to be repaid; and the amount
of such advance shall offset, to the extent thereof,  the amount of the Gross-Up
Payment required to be paid pursuant to this Paragraph 7.

         8. No Set-Off  or  Mitigation.  The  Company's  obligation  to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive under any of the provisions of this Agreement, and such amounts
shall not be reduced whether or not the Executive obtains other employment.

         9.  Payment of Certain  Expenses.  The  Company  shall pay  promptly as
incurred,  to the fullest  extent  permitted by law, all legal fees and expenses
which the  Executive  may  reasonably  incur as a result of any  contest  by the
Company,  the  Executive  or others of the  validity  or  enforceability  of, or
liability under,  any provision of this Agreement  (including as a result of any
contest  initiated by the Executive about the amount of any payment due pursuant
to this  Agreement),  plus in each case  interest on any delayed  payment at the
applicable  federal  rate  provided  for in Section  7872(f)(2)(A)  of the Code;
provided,  however, that the Company shall not be obligated to make such payment
with respect to any contest in which the Company prevails over the Executive.

                  10.   Noncompetition;   Nonsolicitation.   (a)  General.   The
Executive acknowledges that in the course of the Executive's employment with the
Company the Executive has and will become  familiar with trade secrets and other
confidential  information  concerning the Company and its  subsidiaries and that
the Executive's  services will be of special,  unique and extraordinary value to
the Company and its subsidiaries.

                  (b)  Noncompetition.  The  Executive  agrees  that  during the
period of the  Executive's  employment  with the Company and for a period of two
years thereafter (the "Noncompetition  Period"),  the Executive shall not in any
manner, directly or indirectly,  through any person, firm or corporation,  alone
or  as a  member  of a  partnership  or as an  officer,  director,  stockholder,
investor or employee of or consultant to any other  corporation or enterprise or
otherwise,  engage or be engaged, or assist any other person, firm,  corporation
or  enterprise  in  engaging or being  engaged,  in any  business,  in which the
Executive was involved or had  knowledge,  being  conducted by, or being planned
by,  the  Company  or any  of its  subsidiaries  as of  the  termination  of the
Executive's employment in any geographic area in which the Company or any of its
subsidiaries is then conducting such business.

                  (c) Nonsolicitation.  The Executive further agrees that during
the Noncompetition Period the Executive shall not (i) in any manner, directly or
indirectly,  induce or attempt to induce any  employee  of the Company or any of
its  subsidiaries  to terminate or abandon his or her employment for any purpose
whatsoever  or (ii) in  connection  with any business to which  Paragraph  10(b)
applies, call on, service, solicit or otherwise do business with any customer of
the Company or any of its subsidiaries.

                  (d)  Exceptions.  Nothing in this  Paragraph 10 shall prohibit
the  Executive  from being (i) a  stockholder  in a mutual fund or a diversified
investment  company  or (ii) an  owner  of not  more  than  two  percent  of the
outstanding  stock of any class of a  corporation,  any  securities of which are
publicly  traded,  so long as the Executive has no active  participation  in the
business of such corporation.

                  (e)  Reformation.  If,  at any  time  of  enforcement  of this
Paragraph 10, a court or an arbitrator holds that the restrictions stated herein
are unreasonable  under  circumstances  then existing,  the parties hereto agree
that the  maximum  period,  scope or  geographical  area  reasonable  under such
circumstances shall be substituted for the stated period, scope or area and that
the court or arbitrator  shall be allowed to revise the  restrictions  contained
herein to cover  the  maximum  period,  scope and area  permitted  by law.  This
Agreement  shall not  authorize a court or arbitrator to increase or broaden any
of the restrictions in this Paragraph 10.

         11. Confidentiality. During and after the period of employment with the
Company,  the Executive shall not,  without prior written consent from the Chief
Executive Officer or the General Counsel of the Company,  directly or indirectly
disclose  to any  individual,  corporation  or other  entity,  other than to the
Company or any subsidiary or affiliate  thereof or their officers,  directors or
employees  entitled to such  information  or any other  person or entity to whom
such  information  is  disclosed  in the normal  course of the  business  of the
Company) or use for the  Executive's  own benefit or for the benefit of any such
individual,  corporation or other entity,  any  Confidential  Information of the
Company.  For  purposes  of  this  Agreement,   "Confidential   Information"  is
information  relating  to the  business of the  Company or its  subsidiaries  or
affiliates  (a) which is not  generally  known to the public or in the industry,
(b) which has been treated by the Company and its subsidiaries and affiliates as
confidential or proprietary,  (c) which provides the Company or its subsidiaries
or affiliates with a competitive  advantage,  and (d) in the  confidentiality of
which the Company has a legally protectable interest.  Confidential  Information
which  becomes  generally  known to the  public  or in the  industry,  or in the
confidentiality  of which the Company and its  subsidiaries and affiliates cease
to have a  legally  protectable  interest,  shall  cease  to be  subject  to the
restrictions of this Paragraph 11.

         12. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the heirs and representatives of the Executive and the successors
and assigns of the Company.  The Company shall  require any  successor  (whether
direct  or  indirect,  by  purchase,  merger,   reorganization,   consolidation,
acquisition  of  property  or  stock,  liquidation,  or  otherwise)  to all or a
substantial portion of its assets, by agreement in form and substance reasonably
satisfactory  to the  Executive,  expressly  to assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required  to perform  this  Agreement  if no such  succession  had taken  place.
Regardless  of whether such an agreement is executed,  this  Agreement  shall be
binding upon any  successor of the Company in  accordance  with the operation of
law,  and such  successor  shall be deemed the  "Company"  for  purposes of this
Agreement.

         13. Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
delivered by hand or by recognized  commercial  delivery service or on the third
business day after being mailed  within the  continental  United States by first
class certified mail, return receipt  requested,  postage prepaid,  addressed as
follows:

                  a.       If to the Board or the Company, to:

                           CDW Computer Centers, Inc.
                           200 North Milwaukee Avenue
                           Vernon Hills, IL  60061
                           Attention:  Chief Financial Officer

                           with a copy to:

                           Sidley & Austin
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois  60603
                           Attention:  Thomas A. Cole, Esq.

                  b. If to the Executive,  to the last known mailing address for
the Executive contained in the records of the Company, with a copy to:

                           Vedder Price Kaufman & Kammholz
                           222 North LaSalle Street
                           Suite 2600
                           Chicago, Illinois  60601
                           Attention:  Robert J. Stucker, Esq.

Such  addresses may be changed by written  notice sent to the other party at the
last recorded address of that party.

                  14.  Tax  Withholding.  The  Company  shall  provide  for  the
withholding of any taxes required to be withheld by federal, state, or local law
with respect to any payment in cash,  shares of stock and/or other property made
by or on behalf of the Company to or for the benefit of the Executive under this
Agreement or otherwise.  The Company may, at its option: (a) withhold such taxes
from any cash payments owing from the Company to the Executive,  (b) require the
Executive  to pay to the  Company  in cash  such  amount as may be  required  to
satisfy  such  withholding   obligations  and/or  (c)  make  other  satisfactory
arrangements with the Executive to satisfy such withholding obligations.

                  15.  Arbitration.  Any  dispute  or  controversy  between  the
Company and the  Executive  arising out of or relating to this  Agreement or the
breach of this  Agreement  shall be settled by arbitration  administered  by the
American  Arbitration  Association  ("AAA") in  accordance  with its  Commercial
Arbitration  Rules then in effect,  and  judgment  on the award  rendered by the
arbitrator  may be  entered  in  any  court  having  jurisdiction  thereof.  Any
arbitration  shall be held before a single  arbitrator  who shall be selected by
the mutual  agreement of the Company and the  Executive,  unless the parties are
unable to agree to an arbitrator,  in which case the arbitrator will be selected
under the  procedures  of the AAA. The  arbitrator  shall have the  authority to
award any remedy or relief that a court of competent jurisdiction could order or
grant, including,  without limitation,  the issuance of an injunction.  However,
either party may, without inconsistency with this arbitration  provision,  apply
to any court otherwise having  jurisdiction over such dispute or controversy and
seek  interim  provisional,  injunctive  or other  equitable  relief  until  the
arbitration award is rendered or the controversy is otherwise  resolved.  Except
as necessary in court  proceedings to enforce this  arbitration  provision or an
award rendered  hereunder,  or to obtain interim relief,  neither a party nor an
arbitrator  may disclose the  existence,  content or results of any  arbitration
hereunder  without the prior written  consent of the Company and the  Executive.
The  Company  and the  Executive  acknowledge  that this  Agreement  evidences a
transaction  involving  interstate  commerce.  Notwithstanding any choice of law
provision included in this Agreement,  the United States Federal Arbitration Act
shall govern the interpretation  and enforcement of this arbitration  provision.
The arbitration proceeding shall be conducted in Chicago, Illinois or such other
location to which the parties may agree.  The Company shall pay the costs of any
arbitrator appointed hereunder.

                  16. No  Assignment.  Except as  otherwise  expressly  provided
herein,  this Agreement is not assignable by any party and no payment to be made
hereunder  shall  be  subject  to  anticipation,   alienation,  sale,  transfer,
assignment, pledge, encumbrance or other charge.

                  17. Execution in Counterparts.  This Agreement may be executed
by the parties  hereto in two (2) or more  counterparts,  each of which shall be
deemed to be an original, but all such counterparts shall constitute one and the
same instrument, and all signatures need not appear on any one counterpart.

                  18.  Jurisdiction  and Governing Law. This Agreement  shall be
construed and  interpreted  in  accordance  with and governed by the laws of the
State of Illinois, other than the conflict of laws provisions of such laws.

                  19. Severability.  If any provision of this Agreement shall be
adjudged by any court of competent  jurisdiction to be invalid or  unenforceable
for any  reason,  such  judgment  shall not  affect,  impair or  invalidate  the
remainder of this  Agreement.  Furthermore,  if the scope of any  restriction or
requirement  contained in this  Agreement is too broad to permit  enforcement of
such  restriction or requirement  to its full extent,  then such  restriction or
requirement  shall be enforced to the maximum  extent  permitted by law, and the
Executive  consents and agrees that any court of competent  jurisdiction  may so
modify  such scope in any  proceeding  brought to enforce  such  restriction  or
requirement.

                  20. Prior  Understandings.  This Agreement embodies the entire
understanding  of the parties  hereto and  supersedes  all other oral or written
agreements or  understandings  between them regarding the subject matter hereof.
No change,  alteration or  modification  hereof may be made except in a writing,
signed by each of the parties  hereto.  The headings in this  Agreement  are for
convenience  of  reference  only  and  shall  not be  construed  as part of this
Agreement or to limit or otherwise affect the meaning hereof.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                    CDW COMPUTER CENTERS, INC.



                                    By:    /s/ Michael P. Krasny
                                           ----------------------
                                           Michael P. Krasny

                                    Title: Chairman of the Board
                                           ----------------------

                                    EXECUTIVE

                                           /s/ John A. Edwardson
                                           ----------------------
                                           John A. Edwardson