EX-10.2



 Exhibit 10.2 

CDW Corporation 
 200 N.
Milwaukee Avenue 
 Vernon Hills, Illinois 60061 

May 18, 2015 
 Madison Dearborn
Capital Partners V-A, L.P. 
 Madison Dearborn Capital Partners V-C, L.P. 

Madison Dearborn Capital Partners V Executive-A, L.P. 
 c/o
Madison Dearborn Partners, LLC 
 Three First National Plaza 

70 West Madison Street 
 Suite 4600 

Chicago, Illinois 60602 
 Providence Equity Partners VI L.P. 

Providence Equity Partners VI-A L.P. 
 PEP Co-Investors (CDW) L.P.

 c/o Providence Equity Partners L.L.C. 
 50 Kennedy Plaza 

18th Floor 
 Providence, Rhode Island 02903 

Ladies and Gentlemen: 
 Reference is hereby made to that certain
Share Repurchase Agreement, dated as of May 17, 2015 (the “Repurchase Agreement”), by and among CDW Corporation, a Delaware corporation (the “Company”), and each of the entities identified on Schedule 1
thereto (the “Sellers”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Repurchase Agreement. 

The Company and the Sellers hereby mutually agree that the Company shall repurchase an aggregate of 2,000,000 Common Shares from the Sellers in accordance
with the terms of the Share Repurchase Agreement, which shall be allocated among the Sellers as set forth on Exhibit A attached hereto. 

* * * * * * 







 If you agree that this letter sets forth your understanding and agreement with respect to the matters set forth
herein, please execute a copy of this letter in the space provided below 
  

	
	 Sincerely,
  

CDW CORPORATION

	
	/s/ Christine A. Leahy
	 Name: Christine A. Leahy
 Title: Senior Vice
President, General Counsel and Corporate Secretary










 
			
	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.
		
	By:		Madison Dearborn Partners V-A&C, L.P.
	Its:		General Partner
		
	By:		Madison Dearborn Partners, LLC
	Its:		General Partner
		
	By:		/s/ Robin P. Selati
	Name:		Robin P. Selati
	Its:		Managing Director
	  
 MADISON DEARBORN CAPITAL PARTNERS V-C, L.P.

		
	By:		Madison Dearborn Partners V-A&C, L.P.
	Its:		General Partner
		
	By:		Madison Dearborn Partners, LLC
	Its:		General Partner
		
	By:		/s/ Robin P. Selati
	Name:		Robin P. Selati
	Its:		Managing Director
	  
 MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A, L.P.

		
	By:		Madison Dearborn Partners V-A&C, L.P.
	Its:		General Partner
		
	By:		Madison Dearborn Partners, LLC
	Its:		General Partner
		
	By:		/s/ Robin P. Selati
	Name:		Robin P. Selati
	Its:		Managing Director









 
			
	  
 MDCP CO-INVESTORS
(CDW), L.P.

		
	By:		Madison Dearborn Partners V-A&C, L.P.
	Its:		General Partner
		
	By:		Madison Dearborn Partners, LLC
	Its:		General Partner
		
	By:		/s/ Robin P. Selati
	Name:		Robin P. Selati
	Its:		Managing Director









 
			
	PROVIDENCE EQUITY PARTNERS VI, L.P.
		
	By:		Providence Equity GP VI L.P.
	Its:		General Partner
		
	By:		Providence Equity Partners VI LLC
	Its:		General Partner
		
	By:		/s/ Glenn M. Creamer
	Name:		Glenn M. Creamer
	Its:		Senior Managing Director
	  
 PROVIDENCE EQUITY PARTNERS VI-A, L.P.

		
	By:		Providence Equity GP VI L.P.
	Its:		General Partner
		
	By:		Providence Equity Partners VI LLC
	Its:		General Partner
		
	By:		/s/ Glenn M. Creamer
	Name:		Glenn M. Creamer
	Its:		Senior Managing Director
	  
 PEP CO-INVESTORS (CDW), L.P.

		
	By:		Providence Equity GP VI L.P.
	Its:		General Partner
		
	By:		Providence Equity Partners VI LLC
	Its:		General Partner
		
	By:		/s/ Glenn M. Creamer
	Name:		Glenn M. Creamer
	Its:		Senior Managing Director









 Exhibit A 
  

					
	 SELLER:
		NUMBER OF SHARES	 
		
	 Madison Dearborn Capital Partners V-A, L.P.
		 	692,904	  
		
	 Madison Dearborn Capital Partners V-C, L.P.
		 	183,815	  
		
	 Madison Dearborn Capital Partners V Executive-A, L.P.
		 	6,962	  
		
	 MDCP Co-Investor (CDW), L.P.
		 	177,805	  
		
	 Providence Equity Partners VI L.P.
		 	594,636	  
		
	 Providence Equity Partners VI-A L.P.
		 	204,562	  
		
	 PEP Co-Investors (CDW) L.P.
		 	139,316