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                                EXHIBIT 10 (pp)

                          CDW 1997 OFFICER AND MANAGER
                                   BONUS PLAN

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                     CDW 1997 OFFICER AND MANAGER BONUS PLAN


         The purpose of the CDW 1997 Officer and Manager Bonus Plan (the "Plan")
is  to  provide  CDW  Computer  Centers,  Inc.,  an  Illinois  corporation  (the
"Company"),  with a means of retaining and motivating  the management  personnel
designated by the Committee,  as defined below ("Participating  Employees"),  by
offering them bonus compensation.

         The terms and provisions of the Plan are as follows:

         1.   Administration.   The  Plan  shall  be  administered  by  the  CDW
Compensation and Stock Option Committee (the "Committee") of the Company's Board
of  Directors.  All  questions  arising  under the Plan  shall be decided by the
Committee and its determination shall be conclusive.

         2. Bonus Grants. Bonuses shall be awarded under the Plan as follows:

                  (a) A  Participating  Employee's  bonus  will  equal  100%  of
         his/her  aggregate  bonus under the CDW 1996 Officer and Manager  Bonus
         Plan (on a dollar basis) plus fifteen percent (15%).  The dollar amount
         of the  aggregate  bonus  equal to the  aggregate  1996 bonus  shall be
         payable in the same  proportion  of cash and options to acquire  common
         stock of the Company as were paid for 1996.

                  (b) For each dollar that is over 1996's bonus,  the 1997 bonus
         will be paid one-third (1/3) in cash and the other  two-thirds (2/3) in
         options to acquire common stock of the Company.

                  (c) All  options  granted  pursuant to (a) and (b) above shall
         have an  exercise  price of $.01 per share and vest on  January 1, 2002
         subject to continuous employment with the Company.

         3.  Amendment and  Termination  of Plan. The Committee may from time to
time amend,  suspend or  terminate  the Plan in whole or in part as necessary to
comply with applicable laws and governing bodies.

         4. Shareholder  Approval.  If necessary to conform with applicable laws
and governing  rules and  regulations,  or any  requirements of the Nasdaq Stock
Market or the Company's transfer agent, the Plan shall be submitted for approval
of the Company's  shareholders prior to any shares of Company common stock being
issued.

         5. Death or Disability. Notwithstanding the provisions of Section 2(c);

                  (a)  if  cessation  of  employment  occurs  by  reason  of the
         Disability   of  the   Participating   Employee,   all  options   shall
         automatically vest immediately upon the issuance of a Final Certificate
         (as hereinafter defined); and

                  (b) if cessation of employment occurs by reason of death while
         in the employ of the  Company,  all options  shall  automatically  vest
         immediately.

                  (c) "Disability" for purposes of this Plan shall be defined as
         follows:


                           (i)  If a  Participating  Employee  becomes  disabled
                  during the term of his/her  employment and prior to January 1,
                  2002 by reason of illness,  accident or any other  cause,  the
                  Company  shall  have  the  right to  appoint  a  physician  or
                  physicians  to  (A)  examine  the  Participating  Employee  at
                  reasonable intervals from time to time in connection with such
                  disability  and (B) deliver to the  Company (1) a  certificate
                  ("Initial   Certificate")   certifying  whether  or  not  such
                  disability occurred and, if so, the date on which it commenced
                  ("Onset  Date");  and  (2)  if  the  condition  or  disability
                  continues uninterrupted for a one (1) year period beginning on
                  the  Onset  Date and  ending  on the one (1) year  anniversary
                  thereof, a certificate ("Final  Certificate")  certifying that
                  fact. The  Participating  Employee shall  cooperate fully with
                  the   physician(s)   as  set  forth  in  either  the   Initial
                  Certificate   or  the  Final   Certificate  or  both  and  the
                  Participating Employee shall have the right to appoint another
                  physician to examine the Participating  Employee and determine
                  the same matters.  If the physicians  appointed by the Company
                  and  by  the   Participating   Employee  do  not  agree,  such
                  physicians  shall jointly appoint a third physician to examine
                  the Participating Employee and determine the same matters. The
                  determination  of the third  physician shall be binding on the
                  Company and the Participating Employee; and


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                           (ii)  In   determining   whether  the   Participating
                  Employee is disabled for purposes of the Initial  Certificate,
                  the  standard  to be applied  by any  physician  appointed  in
                  accordance  with this  Paragraph  shall  be, at the  Company's
                  election,  either of the following: the Participating Employee
                  will be deemed disabled if on the applicable Onset Date (A) he
                  or  she  is  unable  to  render  to the  Company  services  of
                  substantially  the kind and nature,  and to substantially  the
                  extent,  being  rendered  by him or her  pursuant to this Plan
                  during the fiscal  quarter next  preceding such Onset Date, or
                  (B) his or her medical condition satisfies such other standard
                  of total  disability  as is to be applied  under any policy of
                  insurance,  the  proceeds  of which would be payable to fund a
                  claim  or   claims  of   disability   with   respect   to  the
                  Participating  Employee.  If more  than one such  policy is in
                  effect  at the  time of such  physician's  determination,  the
                  Company shall designate which policy standard shall apply. The
                  standard  used for purposes of the Initial  Certificate  shall
                  also be used for purposes of the Final Certificate.

         6. Restrictive Covenants.  In the event that any Participating Employee
becomes employed by, receives  compensation from or otherwise is associated with
or has agreed in principle to be employed by or to receive  compensation from or
otherwise be associated as an officer, agent, director,  employee,  shareholder,
consultant,  or otherwise  with a Competitor of the Company at any time prior to
January 1, 2003:  (i) all  unexercised  Options  shall be forfeited and (ii) any
Option  Proceeds  shall be  immediately  due and  payable  by the  Participating
Employee.  For purposes of this Paragraph,  "Option Proceeds" shall mean (i) the
difference between (A) the per share closing price of the Company's Common Stock
as  reported  on the Nasdaq  Stock  Market or such other  reported  value of the
Common Stock as shall be specified by the  Committee at the date of exercise and
(B) the per share exercise price of the option, multiplied by (ii) the number of
shares acquired  pursuant to any exercise of options issued under this Agreement
which  occurs  after  the date 12  months  prior to the date of  termination  of
employment with the Company. For purposes of this Paragraph,  "Competitor" shall
be any entity or person  which  engages for any  portion of its  business in the
direct marketing of personal computer products to residents of the United States
including,  but not limited to, sale by mail order.  The remedy provided by this
Paragraph  shall be in  addition  to and not in lieu of any  rights or  remedies
which Company may have against the Participating Employee in respect of a breach
by the Participating Employee of any duty or obligation to the Company.

         7.  Effective  Date.  This Plan shall be  effective  as of December 31,
1997.

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