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Exhibit 10(c)




CDW 2000 INCENTIVE STOCK OPTION PLAN

(As Amended through May 20, 2004)



I. INTRODUCTION



1.1 Purposes. The purposes of the 2000 Incentive Stock Option Plan (the
“Plan”) of CDW Corporation, an Illinois corporation (the
“Company”), are (i) to align the interests of the Company’s shareholders
and the recipients of options under this Plan by increasing the proprietary
interest of such recipients in the Company’s growth and success, (ii) to
advance the interests of the Company by attracting, motivating and retaining
officers, other employees and consultants and (iii) to motivate such persons to
act in the long-term best interests of the Company and its shareholders.


1.2 Administration. This Plan shall be administered by a committee (the
“Committee”) designated by the Board of Directors of the Company (the
“Board”) consisting of two or more members of the Board. Each member of
the Committee shall be a “Non-Employee Director” within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and an “outside director” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”).



     The Committee shall, subject to the terms of this Plan, select eligible
persons for participation in this Plan and shall determine the number of shares
of Common Stock subject to each option granted hereunder, the exercise price of
such option, the time and conditions of exercise of such option and all other
terms and conditions of such option, including, without limitation, the form of
the option agreement. The Committee may, in its sole discretion and for any
reason at any time, subject to the requirements of Section 162(m) of the Code
and regulations thereunder in the case of an option intended to be qualified
performance-based compensation, take action such that any or all outstanding
options shall become exercisable in part or in full. Notwithstanding anything
in this Plan to the contrary and subject to Section 3.7, without the approval
of shareholders, the Committee will not reprice a previously granted option.



     The Committee shall, subject to the terms of this Plan, interpret this
Plan and the application thereof, establish rules and regulations it deems
necessary or desirable for the administration of this Plan and may impose,
incidental to the grant of an option, conditions with respect to the grant,
such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and
conclusive. Each option shall be evidenced by a written agreement (an
“Agreement”) between the Company and the optionee setting forth the
terms and conditions of such option.



     To the extent permitted by applicable law, the Committee may delegate some
or all of its power and authority hereunder to the Board or the Chairman of the
Board and Chief Executive Officer or other executive officer of the Company as
the Committee deems appropriate; provided, however, that (i) the Committee may
not delegate its power and authority to the Board
or the Chairman of the Board and Chief Executive Officer or other
executive officer of the



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Company with regard to the grant of an award to any
person who is a “covered employee” within the meaning of Section 162(m) of the
Code or who, in the Committee’s judgment, is likely to be a covered employee at
any time during the period an award hereunder to such employee would be
outstanding and (ii) the Committee may not delegate its power and authority to
the Chairman of the Board and Chief Executive Officer or other executive
officer of the Company with regard to the selection for participation in this
Plan of an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing, pricing or amount of an award to such an
officer or other person.



     No member of the Board or Committee, and neither the Chairman of the Board
and Chief Executive Officer nor other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any
act, omission, interpretation, construction or determination made in connection
with this Plan in good faith, and the members of the Board and the Committee
and the Chairman of the Board and Chief Executive Officer or other executive
officer shall be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including attorneys’ fees)
arising therefrom to the full extent permitted by law, except as otherwise may
be provided in the Company’s Articles of Incorporation and/or By-Laws, and
under any directors’ and officers’ liability insurance that may be in effect
from time to time.



     A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting.


1.3 Eligibility. Participants in this Plan shall consist of such
officers and other employees, persons expected to become officers and other
employees, and consultants of the Company, its affiliates and its subsidiaries
from time to time (individually a “Subsidiary” and collectively the
“Subsidiaries”) as the Committee in its sole discretion may select from
time to time. For purposes of this Plan, references to employment shall also
mean an agency relationship with the Company and references to employment by
the Company shall also mean employment by an affiliate of the Company or a
Subsidiary. The Committee’s selection of a person to participate in this Plan
at any time shall not require the Committee to select such person to
participate in this Plan at any other time.


1.4 Shares Available. Subject to adjustment as provided in Section 3.7,
4,000,000 shares of the common stock, par value $0.01 per share, of the Company
(“Common Stock”) plus the sum of: (i) the number of shares of Common
Stock available for the future grant of stock options under the CDW 1996
Incentive Stock Option Plan and (ii) the total number of shares of Common Stock
available for the future grant of stock options under the CDW Incentive Stock
Option Plan and the CDW Director Stock Option Plan combined, shall be available
for grants of options under this Plan, reduced by the sum of the aggregate
number of shares of Common Stock which become subject to outstanding options.
To the extent that shares of Common Stock subject to an outstanding option are
not issued or delivered by reason of the expiration, termination, cancellation
or forfeiture of such option (other than by reason of the delivery or
withholding of shares of Common Stock to pay all or a portion of the exercise
price of such option, or to satisfy



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all or a portion of the tax withholding
obligations relating to such option), then such shares of Common Stock shall
again be available under this Plan.



     Shares of Common Stock shall be made available from authorized and
unissued shares of Common Stock, or authorized and issued shares of Common
Stock reacquired and held as treasury shares or otherwise or a combination
thereof.



     To the extent necessary for an award to be qualified performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
the maximum number of shares of Common Stock with respect to which options may
be granted during any calendar year to any person shall be 2,000,000, subject
to adjustment as provided in Section 3.7.



II. STOCK OPTIONS



2.1 Grants of Stock Options. The Committee may, in its discretion,
grant options to purchase shares of Common Stock to such eligible persons as
may be selected by the Committee. Each option, or portion thereof, that is not
an Incentive Stock Option, shall be a “Non-Statutory Stock Option”. An
Incentive Stock Option may not be granted to any person who is not an employee
of the Company or any subsidiary (as defined in Section 424 of the Code). An
“Incentive Stock Option” shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option. Each Incentive Stock Option shall be granted within
ten years of the date this Plan is adopted by the Board. To the extent that
the aggregate Fair Market Value (determined as of the date of grant) of shares
of Common Stock with respect to which options designated as Incentive Stock
Options are exercisable for the first time by a participant during any calendar
year (under this Plan or any other plan of the Company, or any parent or
subsidiary as defined in Section 424 of the Code) exceeds the amount (currently
$100,000) established by the Code, such options shall constitute Non-Statutory
Stock Options. “Fair Market Value” shall mean the closing transaction price of
a share of Common Stock as reported on The NASDAQ Stock Market on the date as
of which such value is being determined or, if there shall be no reported
transactions on such date, on the next preceding date for which a transaction
was reported; provided, however, that Fair Market Value may be determined by
the Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.


2.2 Terms of Stock Options. Options shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of this Plan, as the Committee shall deem
advisable:



     (a) Number of Shares and Purchase Price. The number of shares of
Common Stock subject to an option and the purchase price per share of Common
Stock purchasable upon exercise of the option shall be determined by the
Committee; provided, however, that the purchase price per share of Common Stock
purchasable upon exercise of an option shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of grant of such option;
provided further, that if an Incentive Stock Option shall be granted to any
person who, at the time such option is granted, owns capital stock possessing
more than ten percent of the total combined voting power of all classes of
capital stock of the Company (or
of any parent



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or subsidiary as defined in Section 424 of the Code) (a
“Ten Percent Holder”), the purchase price per share of Common Stock
shall be the price (currently 110% of Fair Market Value) required by the Code
in order to constitute an Incentive Stock Option.



     (b) Option Period and Exercisability. The period during which an
option may be exercised shall be determined by the Committee; provided,
however, that no Incentive Stock Option shall be exercised later than ten years
after its date of grant and provided further, that if an Incentive Stock Option
shall be granted to a Ten Percent Holder, such option shall not be exercised
later than five years after its date of grant. The Committee may, in its
discretion, establish performance measures or other criteria which shall be
satisfied or met as a condition to the grant of an option or to the
exercisability of all or a portion of an option. The Committee shall determine
whether an option shall become exercisable in cumulative or non-cumulative
installments and in part or in full at any time. An exercisable option, or
portion thereof, may be exercised only with respect to whole shares of Common
Stock.



     (c) Method of Exercise. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of Common
Stock to be purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Company’s satisfaction) either (A) in
cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of previously owned whole shares of Common Stock
(which the optionee has held for at least six months prior to the delivery of
such shares or which the optionee purchased on the open market and in each case
for which the optionee has good title, free and clear of all liens and
encumbrances) having an aggregate Fair Market Value, determined as of the date
of exercise, equal to the aggregate purchase price payable by reason of such
exercise, (C) to the extent permitted by applicable law, in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise, (D) to the extent expressly authorized by the
Committee, through a cashless exercise arrangement with the Company; or (E) a
combination of (A) and (B), in each case to the extent set forth in the
Agreement relating to the option and (ii) by executing such documents as the
Company may reasonably request. Any fraction of a share of Common Stock which
would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the optionee. No certificate
representing Common Stock shall be delivered until the full purchase price
therefor has been paid (or arrangement made for such payment to the Company’s
satisfaction).



     (d) Non-Competition. In the event that an optionee is 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 (as hereinafter defined) of the Company at any time
prior to the expiration of the optionee’s options: (i) any and all unexercised
options shall be forfeited and (ii) any and all Option Proceeds (as hereinafter
defined) shall be immediately due and payable by the optionee to the Company.
For purposes of this Section, “Competitor” shall mean any entity or person
which engages for any portion of its business in the sale of personal computer
products to residents of the United States or any other country, region or
territory in which the Company or its Subsidiaries conduct business or, to the
knowledge of the optionee, plan to conduct business at the time in question.
For purposes of this Section, “Option Proceeds” shall mean (i) the difference
between (A) the Fair Market Value of a



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share of Common Stock on the date of exercise and (B) the per share
exercise price of the option, multiplied by (ii) the number of shares of Common
Stock acquired pursuant to any exercise of options issued under this Plan which
occurs after the date 24 months prior to the date of the optionee’s termination
of employment with the Company. The remedy provided by this Section shall be
in addition to and not in lieu of any rights or remedies which the Company may
have against the optionee in respect of a breach by the optionee of any duty or
obligation to the Company.


2.3 Termination of Employment or Service.



     (a) Disability. Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to an option, if an optionee’s
employment with or service to the Company terminates by reason of Disability,
each option held by such optionee shall be fully exercisable and may thereafter
be exercised by such optionee (or such optionee’s legal representative or
similar person) until and including the earlier to occur of (i) the date which
is one year after the effective date of such optionee’s termination of
employment or service and (ii) the expiration date of the term of such option.
For purposes of this Plan, “Disability” shall mean the inability of an
optionee substantially to perform such optionee’s duties and responsibilities
for a continuous period of at least six months.



     (b) Retirement. Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to an option, if an optionee’s
employment with or service to the Company terminates by reason of retirement on
or after age 62 after a minimum of 10 years of continuous employment with or
service to the Company (“Retirement”), each option held by such optionee
(i) shall, to the extent not exercisable as of the effective date of the
optionee’s retirement, become exercisable in accordance with the vesting
provisions set forth in the Agreement relating to such option and (ii) upon
becoming exercisable may be exercised by such optionee (or such optionee’s
legal representative or similar person) until the expiration date of the term
of such option.



     (c) Death. If an optionee’s employment with or service to the
Company terminates by reason of death, each option held by such optionee shall
be fully exercisable and may thereafter be exercised by such optionee’s
executor, administrator, legal representative, beneficiary or similar person
until and including the earlier to occur of (i) the date which is one year
after the date of death and (ii) the expiration date of the term of such
option.



     (d) Other Termination. Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to an option, if an optionee’s
employment with or service to the Company terminates for any reason other than
Disability, Retirement or death or for Cause, each option held by such optionee
shall be exercisable only to the extent that such option is exercisable on the
effective date of such optionee’s termination of employment or service and may
thereafter be exercised by such optionee (or such optionee’s legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months after the effective date of such optionee’s
termination of employment or service and (ii) the expiration date of the term
of such option. For purposes of this Plan, “Cause” shall mean (1) the
commission of a criminal act, fraud, gross negligence or willful misconduct
against, or in derogation of, the interests of the Company; (2) divulging
confidential information regarding the



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Company; (3) interference with the relationship between the Company and
any major supplier or customer; or (4) the performance of any similar action
that the Committee, in its sole discretion, may deem to be sufficiently
injurious to the interests of the Company to constitute cause for termination.



     (e) Termination of Employment — Incentive Stock Options. Unless
otherwise specified in the Agreement relating to an option, if the employment
with the Company of a holder of an Incentive Stock Option terminates by reason
of Permanent and Total Disability (as defined in Section 22(e)(3) of the Code),
each Incentive Stock Option held by such optionee shall be exercisable to the
extent set forth in Section 2.3(a), and may thereafter be exercised by such
optionee (or such optionee’s legal representative or similar person) until and
including the earlier to occur of (i) the date which is one year after the
effective date of such optionee’s termination of employment and (ii) the
expiration date of the term of such option.



     Unless otherwise specified in the Agreement relating to an option, if the
employment with the Company of a holder of an Incentive Stock Option terminates
for any reason other than Permanent and Total Disability or death or for Cause,
each Incentive Stock Option held by such optionee shall be exercisable to the
extent set forth in Section 2.3(a), Section 2.3(b) or Section 2.3(d), as
applicable, and may thereafter be exercised by such holder (or such holder’s
legal representative or similar person) until and including the earlier to
occur of (i) the date which is three months after the effective date of such
optionee’s termination of employment and (ii) the expiration date of the term
of such option.



     (f) Death Following Termination of Employment or Service. Unless
otherwise specified in the Agreement relating to an option, if an optionee dies
during the period set forth in Section 2.3(a), Section 2.3(b), Section 2.3(d),
if any, or Section 2.3(e) , each option held by such optionee shall be
exercisable only to the extent that such option is exercisable on the date of
such optionee’s death and may thereafter be exercised by such optionee’s
executor, administrator, legal representative, beneficiary or similar person
until and including the earlier to occur of (i) the date which is one year
after the date of death and (ii) the expiration date of the term of such
option.



     (g) Cause. Notwithstanding anything to the contrary in this Plan
or in any Agreement relating to an option, if the employment with or service to
the Company of the holder of an option is terminated by the Company for Cause,
each option held by such holder shall terminate automatically on the effective
date of such holder’s termination of employment or service.



III. GENERAL



3.1 Effective Date and Term of Plan. This Plan, as amended through
April 2, 2002, shall be submitted to the shareholders of the Company for
approval and, if approved by the affirmative vote of a majority of the shares
of Common Stock present in person or represented by proxy at the 2002 annual
meeting of shareholders, shall become effective as of January 1, 2002. No
option may be exercised prior to the date of such shareholder approval. This
Plan shall terminate on March 16, 2010, unless terminated earlier by the Board.
Termination of this Plan shall not affect the terms or conditions of any
option granted prior to termination.



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3.2 Amendments. The Board may amend this Plan as it shall deem
advisable, subject to any requirement of shareholder approval required by
applicable law, rule or regulation, including Section 162(m) and Section 422 of
the Code and the rules of the Nasdaq Stock Market; provided, however, that no
amendment shall be made without shareholder approval if such amendment would
(a) increase the maximum number of shares of Common Stock available under this
Plan (subject to Section 3.7), (b) effect any change inconsistent with Section
422 of the Code, (c) extend the term of this Plan or (d) permit the granting of
a stock option having a purchase price per share of Common Stock of less than
100% of the Fair Market Value of a share of Common Stock on the date of grant
of such stock option. No amendment may impair the rights of a holder of an
outstanding option without the consent of such holder.


3.3 Agreement. No option shall be valid until an Agreement is executed
by the Company and the optionee and, upon execution by the Company and the
optionee and delivery of the Agreement to the Company, such option shall be
effective as of the effective date set forth in the Agreement.


3.4 Non-Transferability. Unless otherwise specified in the Agreement
relating to an option, no option hereunder shall be transferable other than by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except to the extent permitted
by the foregoing sentence, each option may be exercised during the optionee’s
lifetime only by the optionee or the optionee’s legal representative or similar
person. Except as permitted by the second preceding sentence, no option
hereunder shall be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process. Upon any attempt to
so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose
of any option hereunder, such option and all rights thereunder shall
immediately become null and void.


3.5 Tax Withholding. The Company shall have the right to require, prior
to the issuance or delivery of any shares of Common Stock, payment by the
optionee of any Federal, state, local or other taxes which may be required to
be withheld or paid in connection with an option hereunder. An Agreement may
provide that (i) the Company shall withhold whole shares of Common Stock which
would otherwise be delivered upon exercise of the option having an aggregate
Fair Market Value determined as of the date the obligation to withhold or pay
taxes arises in connection with the option (the “Tax Date”) in the
amount necessary to satisfy any such obligation or (ii) the optionee may
satisfy any such obligation by any of the following means: (A) a cash payment
to the Company, (B) delivery (either actual delivery or by attestation
procedures established by the Company) to the Company of previously owned whole
shares of Common Stock having an aggregate Fair Market Value determined as of
the Tax Date, equal to the amount necessary to satisfy any such obligation, (C)
authorizing the Company to withhold whole shares of Common Stock which would
otherwise be delivered upon exercise of the option having an aggregate Fair
Market Value determined as of the Tax Date, equal to the amount necessary to
satisfy any such obligation, (D) a cash payment by a broker-dealer acceptable
to the Company to whom the optionee has submitted an irrevocable notice of
exercise or (E) any combination of (A), (B) and (C), in each case to the extent
set forth in the Agreement relating to the option. Shares of Common Stock to
be delivered or withheld may not have an aggregate Fair Market Value in excess
of the amount determined by applying the minimum statutory



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withholding rate. Any fraction of a share of Common Stock which would be
required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the optionee.


3.6 Restrictions on Shares. Each option hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the exercise
of such option or the delivery of shares thereunder, such option shall not be
exercised and such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company.
The Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any option hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.


3.7 Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
maximum number and class of securities with respect to which options may be
granted during any calendar year to any person and the number (including on its
date of grant for purposes of determining exercisability pursuant to Section
2.2(b)) and class of securities subject to each outstanding option, the
purchase price per security, shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options without an
increase in the aggregate purchase price. The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive. If any
adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an
option under this Plan, the Company shall pay the optionee, in connection with
the first exercise of the option in whole or in part occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of
such security (rounded to the nearest hundredth) by (B) the excess, if any, of
(x) the Fair Market Value on the exercise date over (y) the exercise price of
the option.


3.8 Change in Control.



     (a)(1) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common
stock that are registered under Section 12 of the Exchange Act, all outstanding
options shall immediately become exercisable in full and there shall be
substituted for each share of Common Stock available under this Plan, whether
or not then subject to an outstanding option, the number and class of shares
into which each outstanding share of Common Stock shall be converted or for
which it shall be exchanged pursuant to such Change in Control. In the event
of any such substitution, the purchase price per share of each option shall be
appropriately adjusted by the Committee (whose determination shall be final,



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binding and conclusive), such adjustments to be made without an increase
in the aggregate purchase price or base price.



     (2) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the
Exchange Act, each outstanding option shall be surrendered to the Company by
the holder thereof, and each such option shall immediately be canceled by the
Company, and the holder shall receive, within ten days of the occurrence of a
Change in Control, a cash payment from the Company in an amount equal to the
number of shares of Common Stock then subject to such option, multiplied by the
excess, if any, of (A) the greater of (1) the highest per share price offered
to shareholders of the Company in any transaction whereby the Change in Control
takes place or (2) the Fair Market Value of a share of Common Stock on the date
of occurrence of the Change in Control over (B) the purchase price per share of
Common Stock subject to the option. The Company may, but is not required to,
cooperate with any person who is subject to Section 16 of the Exchange Act to
assure that any cash payment in accordance with the foregoing to such person is
made in compliance with Section 16 and the rules and regulations thereunder.



     (b) “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 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 (as hereinafter defined); 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 Section 3.8(b) 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



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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 approval of this Plan by the
shareholders of the Company, 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 approval of this Plan by the
shareholders of the Company whose election, or nomination for election by the
Company’s shareholders, 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



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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.



     (c) “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.


3.9 No Right of Participation or Employment. No person shall have any
right to participate in this Plan. Neither this Plan nor any option granted
hereunder shall confer upon any person any right to continued employment by the
Company, any Subsidiary or any affiliate of the Company or affect in any manner
the right of the Company, any Subsidiary or any affiliate of the Company to
terminate the employment of any person at any time without liability hereunder.


3.10 Rights as Shareholder. No person shall have any rights as a
shareholder of the Company with respect to any shares of Common Stock which are
subject to an option hereunder until such person becomes a shareholder of
record with respect to such shares of Common Stock.


3.11 Designation of Beneficiary. If permitted by the Company, an
optionee may file with the Committee a written designation of one or more
persons as such optionee’s beneficiary or beneficiaries (both primary and
contingent) in the event of the optionee’s death. To the extent an outstanding
option granted hereunder is exercisable, such beneficiary or beneficiaries
shall be entitled to exercise such option.



     Each beneficiary designation shall become effective only when filed in
writing with the Committee during the optionee’s lifetime on a form prescribed
by the Committee. The spouse of a married optionee domiciled in a community
property jurisdiction shall join in any designation of a beneficiary other than
such spouse. The filing with the Committee of a new beneficiary designation
shall cancel all previously filed beneficiary designations.



     If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee’s executor, administrator, legal representative or
similar person.


3.12 Governing Law. This Plan, each option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by



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the Code or the laws of the United States,
shall be governed by the laws of the State
of Illinois and construed in accordance therewith without giving effect to
principles of conflicts of laws.


3.13 Foreign Employees. Without amending this Plan, the Committee may grant
options to eligible persons who are subject to laws of foreign countries or
jurisdictions on such terms and conditions different from those specified in
this Plan as may in the judgment of the Committee be necessary or desirable to
foster and promote achievement of the purposes of this Plan and, in furtherance
of such purposes the Committee may make such modifications, amendments,
procedures, subplans and the like as may be necessary or advisable to comply
with provisions of laws of other countries or jurisdictions in which the
Company or its Subsidiaries operates or has employees.




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