Does it matter that some of my options and/or shares of restricted stock are not vested at the time of closing?

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1 Coworker FAQs The following FAQs outline the treatment of options, restricted stock and shares owned by CDW coworkers in the U.S. at the closing of the acquisition by MDP/Providence. If you have any further questions, please call Fidelity at (866) , Monday through Friday, 8 a.m. to midnight ET, or Ericca Glasgow, CDW s Stock Plan Administrator, at x76138 ((847) ). Cash-Out of Options/Restricted Stock What will happen to my options? For each vested and unvested option you have outstanding as of the closing, you will receive a cash payment equal to $87.75 minus the exercise price minus required withholding taxes. This process is referred to in this Q&A as a cash-out of your options. What will happen to my unvested restricted stock? For each share of unvested restricted stock that is outstanding as of the closing, you will receive a cash payment equal to $87.75 minus required withholding taxes. This process is referred to in this Q&A as a cash-out of your restricted stock. (See Q&A below regarding treatment of your shares of restricted stock that have vested.) Does it matter that some of my options and/or shares of restricted stock are not vested at the time of closing? No. All of your outstanding vested and unvested options and any unvested restricted stock will be cashed out at closing. What do I need to do to get my options and restricted stock cashed out? Nothing! The cash-out will occur automatically, without requiring you to take any action. How will I receive this money? The cash-out amount, minus required withholding taxes, will be placed in your Fidelity brokerage account. We cannot process requests for you to receive your money other than through your Fidelity brokerage account. When will I receive this money?

2 This amount will be placed in your brokerage account within ten days after closing. What is my Fidelity brokerage account? A Fidelity brokerage account was opened in your name by Fidelity in connection with Fidelity s administration of our equity plans. However, in order to access money from this account, you must activate it. You received information from Fidelity in the past requesting that you activate this account and the vast majority of our coworkers have activated their accounts. If you have ever exercised options through Fidelity, you were required to first activate your brokerage account. You will be contacted by Coworker Services in the coming weeks if you have not activated your account. You also can call Fidelity at (866) , Monday through Friday, 8 a.m. to midnight ET, or log onto to see if you have activated your account. The easiest way to activate your account is online. On Fidelity s NetBenefits website, if you have not activated your account, you will be directed to a summary screen on which there is an Activate link, which you can click and follow the prompts to complete the brokerage account application. If you have never logged onto Fidelity s NetBenefits website, you will first need to click on the New User Registration link on the home page and follow the prompts to set up your log-in and PIN. If you do not want to activate your account online, you can call Fidelity and request that an application be mailed to you, which you can complete and mail back to Fidelity. It is important to activate your account before the transaction closes in order to have immediate access to your cash-out money. If you do not activate your account prior to closing, the required application will need to be completed and mailed to Fidelity rather than completed online this will take some time, during which you would not have access to your money in your Fidelity brokerage account. So, activate your account as soon as possible if you have not already done so or if you are contacted by Coworker Services. What do I need to do to move this money out of my Fidelity brokerage account? Once the money has been deposited into your Fidelity brokerage account, as long as your account has been activated, you can call Fidelity at (866) , Monday through Friday, 8 a.m. to midnight ET, or log onto to provide Fidelity with instructions regarding the money in your account (for example, to receive a check, wire funds, or invest the money). Will I still have access to my stock plan information on Fidelity s NetBenefits website after closing? 2

3 No. After closing, you will no longer have online access to your stock plan information, such as online statements and transaction history, on Fidelity s NetBenefits website. If you need any of this information from the NetBenefits website going forward, please ensure that you log on at and print this information prior to closing. After closing, you will have online access to your Fidelity brokerage account at You also will continue to have online access to your 401(k) account at Can I exercise my options prior to closing? Yes, you can exercise your options prior to closing in accordance with the terms of the applicable option plan and award agreement, subject to applicable blackout periods. In addition to CDW s regular blackout periods, CDW will need to apply a blackout period prior to closing, during which you will not be able to exercise your options. This blackout period is necessary in order to administer the cash-out within ten days after closing. The timing of this blackout period has not yet been determined, but it will likely start approximately one week prior to closing and will run through the closing. Therefore, if you have not exercised your options prior to this blackout, you will not be able to exercise your options prior to closing and you will automatically participate in the cashout. We will provide further information on this blackout period once the timing has been determined. If your options will expire prior to closing (for example, if your employment terminates prior to closing), you should remember to exercise your options before they expire, and before the blackout period begins. Do I have to exercise any options before closing? The only options you must exercise before closing (and before the blackout period starting approximately one week prior to closing) are any options that will expire before closing. So, there is no action you need to take to cash out any options you have, other than those expiring before closing. (Some older CDW option plans required you to exercise options prior to closing, but we are waiving that requirement.) When will the closing occur? The closing of the acquisition currently is scheduled for the second half of the third quarter or early fourth quarter of How will the option/restricted stock cash-out affect my 2007 taxes? 3

4 CDW will withhold income taxes from the cash-out at minimum statutory rates. Federal income taxes will typically be withheld at a 25% rate; a 35% rate will be used to the extent that the amount of the cash-out plus any other supplemental income previously earned in 2007 exceed $1 million. Supplemental income is defined by the Internal Revenue Service and includes items such as bonuses and income from stock option exercises and restricted stock vesting. Please note that in addition to federal income taxes, CDW will have to withhold state income taxes, Medicare taxes and social security taxes to the extent applicable. Due to accounting rules and the process that needs to be followed with Fidelity to process the cash-out for such a large number of coworkers at once, we cannot accept requests to increase or decrease the rates of withholding. The amount withheld may not accurately reflect the amount of taxes you may ultimately owe on this income. We suggest that you consult with your tax advisor regarding the impact that this cash-out will have on your particular situation. Because you may find that you will need to make estimated tax payments or alter your withholding, you should seek this guidance promptly to permit time to implement whatever additional actions you and your advisor deem prudent. What will happen at closing to my shares of restricted stock that vested in May 2007? Unless you have sold these shares or moved them out of your Fidelity brokerage account, these shares are held in your Fidelity brokerage account as shares that you own outright. Fidelity will complete the steps necessary for these shares to be cashed out at closing. The cash-out amount ($87.75 per share) will be placed in your brokerage account as soon as administratively possible after closing. You do not need to take any actions to get these shares cashed out. If you moved the shares out of your Fidelity brokerage account, please contact your broker to determine if there are any actions required to obtain your cash-out. How will the cash-out of my shares of restricted stock that vested in May 2007 affect my 2007 taxes? No taxes will be withheld from this cash-out. Please consult a financial or tax advisor regarding the impact that this cash-out will have on your particular tax situation. You will be taxed at short-term capital gains rates, which are the same as ordinary income rates, on the gain since vesting. Cash-Out of ESPP Shares What will happen to the shares of CDW stock that I have purchased through the ESPP? Unless you have sold these shares or moved them out of your Fidelity brokerage account, these shares are held in your Fidelity brokerage account. Fidelity will complete the steps 4

5 necessary for these shares to be cashed out at closing. The cash-out amount ($87.75 per share) will be placed in your brokerage account as soon as administratively possible after closing. You do not need to take any actions to get these shares cashed out. If you moved the shares out of your Fidelity brokerage account, please contact your broker to determine if there are any actions required to obtain your cash-out. How will the cash-out of the shares that I purchased through the ESPP affect my 2007 taxes? No taxes will be withheld from this cash-out. Please consult a financial or tax advisor regarding the impact that this cash-out will have on your particular tax situation. Whether you are taxed at capital gains rates or a combination of ordinary income and capital gains rates will depend upon whether you have held the shares for at least two years. Cash-Out of Other CDW Shares How will shares that I purchased outside of any CDW plan be treated in the acquisition (for example, shares that I purchased through a broker outside of the ESPP)? These shares will be cashed out at $87.75 per share at closing. Please contact your broker to determine if there are any actions required to obtain your cash-out. How will the cash-out of the shares that I purchased outside of any CDW plan affect my 2007 taxes? No taxes will be withheld from this cash-out. Please consult a financial or tax advisor regarding the impact that this cash-out will have on your particular tax situation. You will be taxed at capital gains rates, either short-term or long-term depending upon how long you held the shares. Forward-Looking Statements * * * * * Statements about the expected timing, completion and effects of the proposed merger between CDW and an affiliate of Madison Dearborn Partners, LLC, and all other statements in this document other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of Readers are cautioned not to place undue reliance on these forward-looking statements, each of which is qualified in its entirety by reference to the following cautionary statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those 5

6 projected in the forward-looking statements. CDW may not be able to complete the proposed merger because of a number of factors, including, among other things, the failure of financing or the failure to satisfy other closing conditions. Other risks and uncertainties that may affect forward-looking statements are described in the reports filed by CDW with the SEC under the Securities Exchange Act of 1934, as amended, including without limitation CDW s Annual Report on Form 10-K for the year ended December 31, 2006, and the definitive proxy statement dated July 13, 2007, relating to the special meeting of shareholders that was held on August 9,