Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 1 of 25 PageID #:1011. Exhibit C

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1 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 1 of 25 PageID #:1011 Exhibit C

2 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 2 of 25 PageID #:1012 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 1 of 63 PagelD #:546 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION LOU ANN MURPHY, Individually and On ) Behalf Of All Others Similarly Situated, ) ) Plaintiff, ) Case No. 07 CV 3033 ) V. ) ) CDW CORPORATION, JOT-IN A. ) EDWARDSON, MICHELLE L. COLLINS, ) CASEY G. COWELL, DANIEL S. GOLDIN, ) THOMAS J. HANSEN, DONALD P. JACOBS,) STEPHAN A. JAMES, MICHAEL P. ) KRASNY, TERRY L. LENOFELDER, ) SUSAN D. WELLINGTON, and BRIAN E. ) WILLIAMS, ) Judge James B. Zagel ) Defendants. ) STIPULATION OF SETTLEMENT Lead Plaintiff Roberta Schuman ('Lead Plaintiff"), on her own behalf and on behalf of the Settlement Class (as defined below), MOU Plaintiffs (as defined below), and CDW Corporation ("CDW'), John A. Edwardson, Michelle L. Collins, Casey G. Cowell, Daniel S. Goldin, Thomas J. Hansen, Donald P. Jacobs, Stephan A. James, Michael P. Krasny, Terry L. Lengfelder, Susan D. Wellington, Brian E. Williams, and Madison Dearborn Partners, LLC ("Madison Dearborn") (collectively, "Defendants"), each acting through their respective attorneys, have entered into this Stipulation of Settlement (the "Stipulation"). This Stipulation is intended to fully, finally, and forever resolve, discharge, and settle the Class Actions and Settled Claims (as defined below), upon and subject to the terms and conditions hereof. Throughout this Stipulation, all capitalized terms used, but not immediately defined, have the meaning given to them in paragraph 1 below.

3 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 3 of 25 PageID #:1013 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 2 of 63 PagelD #:547 WHEREAS, on May 29, 2007, CDW entered into a merger agreement ("Merger Agreement") pursuant to which, among other things, affiliates of Madison Dearborn and Providence Equity Partners Inc. would acquire CDW and the outstanding shares of common stock of CDW would be converted into the right to receive $87.75 per share in cash (the "Merger"). WHEREAS, on May 31, 2007, Lou Ann Murphy filed a complaint on behalf of a putative class of CDW shareholders to initiate an action captioned Murphy v. CD Corporation, et a!, No. 07 CV 3033, naming the CDW Defendants and challenging the Merger. WHEREAS, on May 31, 2007, Roberta Schuman and Lisa Fruchter each filed complaints on behalf of a putative class of CDW shareholders, thereby initiating actions captioned Schuman v. CD Corporation, et al., No. 07 CH 1416, and Fruchter v. CDW Corporation, et al., No. 07 CH 1417 (collectively, the "State Court Actions"), respectively, naming the CDW Defendants and challenging the Merger. The Schuman complaint also named Madison Dearborn as a defendant. WHEREAS, on June 26, 2007, John C. Brogan, as trustee for various trusts, filed a complaint on behalf of a putative class of CDW shareholders to initiate an action captioned Sarah E. Martin 1983 Minor's Trust, et al, by John C. Brogan, Trustee v. CDW Corporation, et al., No. 07 CV 3571 (together with Murphy, the "Federal Actions") (the Federal Actions together with the State Court Actions, the "Class Actions"), naming the CDW Defendants and challenging the Merger. WHEREAS, on July 30, 2007, the State Court Actions were dismissed without prejudice on the ground that there was another action pending on behalf of the same putative class for the same cause in federal court, 2

4 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 4 of 25 PageID #:1014 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 3 of 63 PagelD #:548 WHEREAS, on July 30, 2007, following several sessions of arm's-length negotiations concerning a possible settlement of the Class Actions, the Parties reached an agreement in principle to settle the Class Actions and executed a Memorandum of Understanding ("MOU"). The MOU memorialized the Parties' agreement that in consideration for the settlement and dismissal with prejudice of the Class Actions and the releases provided in the MOU, CDW would disclose certain additional information ("Additional Information") by including the Additional Information in an SEC filing on Form 8-K to be made on or about August 2, 2007, and prior to the shareholders meeting in connection with the Merger. WHEREAS, the Additional Information was included in an SEC filing on Form 8-K made on August 2, WHEREAS, the Merger was approved at a shareholders meeting held on August 9, 2007, and closed on October 12, WHEREAS, following execution of the MOU, Lead Plaintiff conducted additional discovery to confirm the fairness and adequacy of the Settlement and the disclosures relating to the Merger. WHEREAS, Plaintiffs' Counsel believe that the claims asserted in the Class Actions have merit, but have determined that the Settlement set forth in this Stipulation is in the best interests of the Settlement Class. Defendants deny that they have committed any disclosure violations or any other breach of duty whatsoever in connection with the Merger or the Preliminary Proxy or the Definitive Proxy, but have determined that it is desirable that the claims against them be settled on the terms reflected in this Stipulation. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Lead Plaintiff (on behalf of herself and each of the Settlement Class Members) and

5 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 5 of 25 PageID #:1015 Case: 1 :07-cv Document #: 55-2 Filed: 04/30/08 Page 4 of 63 PagelD #:549 MOU Plaintiffs, on the one hand, and Defendants, on the other hand, by and through their respective attorneys, that, subject to the approval of the Court, the Class Actions shall be finally and fully compromised, settled, released, and dismissed with prejudice, and the Settled Claims released as to all Released Parties, upon and subject to the terms and conditions of the Stipulation, as follows. 1. Definitions As used in this Stipulation, the following capitalized terms have the meanings specified below: 1.1 "CDW Defendants" means COW, John A. Edwardson, Michelle L. Collins, Casey G. Cowell, Daniel S. Goldin, Thomas J. Hansen, Donald P. Jacobs, Stephan A. James, Michael P. Krasny, Terry L. Lengfelder, Susan D. Wellington, and Brian E. Williams. 1.2 "Consolidated Federal Action" means the action resulting from the consolidation of Murphy v. CDW Corporation, etal., No. 07 CV 3033, and Sarah E. Martin 1983 Minor's Trust, et al., by John C. Brogan, Trustee v. CD Corporation, et al., No. 07 CV 3571, for all purposes. 1.3 "Definitive Proxy" means the Definitive Proxy Statement filed by CDW with the SEC on July 13, "Final Court Approval" means that the Court has entered an order approving the certification of the Settlement Class and the Settlement, that such order is finally affirmed on appeal or is no longer subject to appeal, and that the time for filing any appeal or motion for reconsideration has expired.

6 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 6 of 25 PageID #:1016 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 5 of 63 PagelD #: "Judgment" means the order of judgment and dismissal with prejudice approving the Settlement to be rendered by the Court, substantially in the form attached hereto as Exhibit B. 1.6 "MOU Plaintiffs" means the Class Action plaintiffs other than Lead Plaintiff Roberta Schuman who entered into the MOU on July 30, 2007: Lou Ann Murphy; Lisa Fruchter; and Sarah B. Martin 1983 Minor's Trust, Patrick W. Martin 1983 Minor's Trust, Philip A. Martin 1983 Minor's Trust, Joseph William Zellerbach 1988 Minor's Trust, and Elizabeth Ellen Zellerbach 1988 Minor's Trust, by John C. Brogan, Trustee. 1.7 "Notice" means the notice of the proposed Settlement that is to be sent to the Settlement Class Members substantially in the form attached hereto as Attachment 1 to Exhibit A. 1.8 "Parties" means the parties to this Stipulation. 1.9 "Person" means an individual, corporation, limited liability corporation, professional corporation, limited liability partnership, partnership, limited partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, or any other business or legal entity "Lead Plaintiffs Counsel" means court-appointed Lead Counsel Harwood Feffer LLP and Liaison Counsel Miller Law LLC "Plaintiffs' Counsel" means all of the attorneys representing Lead Plaintiff, MOU Plaintiffs, and the Settlement Class as identified at the end of this Stipulation "Preliminary Approval Order" means an order substantially in the form attached hereto as Exhibit A. 5

7 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 7 of 25 PageID #:1017 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 6 of 63 PagelD #: "Preliminary Proxy" means the Preliminary Proxy Statement filed by CDW with the SEC on July 2, "Released Parties" means the Defendants (or any of them) and any of their respective families, parent entities, associates, affiliates, or subsidiaries and each and all of their respective past, present or future officers, directors, shareholders, partners, members, representatives, employees, financial or investment advisors (including, without limitation, Morgan Stanley & Co. Incorporated and William Blair & Company, L.L.C.), consultants, accountants, attorneys, investment bankers, commercial bankers, engineers, advisors or agents, heirs, executives, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, predecessors, successors, and assigns "Releasing Parties" means Lead Plaintiff, MOU Plaintiffs, and each Settlement Class Member "Settled Claims" means all claims, demands, rights, actions or causes of action, rights, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unrnatured, specifically including Unknown Claims as defined in paragraph 1.21, that have been, could have been, or in the future can or might be asserted in the Class Actions or in any court, tribunal, or proceeding (including, but not limited to, any claims arising under federal or state law relating to alleged fraud, breach of any duty, negligence, or otherwise) by or on behalf of any member of the Settlement Class, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity against the Released Parties which have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to, the allegations, facts, events, transactions, acts,

8 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 8 of 25 PageID #:1018 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 7 of 63 PagelD #:552 occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, set forth, or otherwise related to the Complaints or Amended Complaints filed in the Class Actions or any allegations therein, to the Merger, to the fiduciary obligations of any of the Defendants or Released Parties in connection with the Merger, or to the disclosure obligations of any of the Defendants or Released Parties in connection with the Merger, including but not limited to the Preliminary and Definitive Proxy; provided, however, that the Settled Claims shall not include any claims to enforce the Settlement "Settlement" means the settlement of the Class Actions embodied in this Stipulation "Settlement Class" means all record and beneficial owners of common stock of CDW beginning on May 29, 2007, and continuing through and including October 12, 2007, including without limitation Lead Plaintiff and MOU Plaintiffs, and including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under any of them, and each of them. The Defendants, members of their immediate families, and affiliates of the Defendants as the term "affiliate" is defined in the Securities Exchange Act of 1934 and SEC Rule 12b-2 promulgated thereunder are excluded from the Settlement Class "Settlement Class Member" means a Person who falls within the definition of the Settlement Class "Settlement Hearing" means the hearing to be held by the Court to consider final approval of the Settlement. 7

9 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 9 of 25 PageID #:1019 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 8 of 63 PagelD #: "Unknown Claims" means any Settled Claim that Lead Plaintiff, any MOU Plaintiff, or any Settlement Class Member does not know or suspect to exist at the time of the release of the Released Parties that, if known, might have affected this Stipulation or any of the terms thereof, or might have affected his, her, or its decision not to object to this Settlement. 2. Settlement Terms 2.1 In consideration for the Settlement and dismissal with prejudice of the Class Actions and the releases provided herein, CDW has disclosed the Additional Information by including the Additional Information in a Current Report on Form 8-K that was filed with the SEC on August 2, A copy is attached as Exhibit C. Defendants make no admission that the Additional Information is material. 2.2 Notice to the Settlement Class of the proposed Settlement shall be provided by CDW at its expense. Subject to the approval of the Court, this requirement shall be satisfied by means of the mailing of a notice of settlement (the "Notice"), substantially in the form of Attachment I to Exhibit A hereto, to members of the Settlement Class who can be identified with reasonable effort, with notice costs to be borne by CDW. Notice of the Settlement as required by the Class Action Fairness Act of 2005, 28 U.S.C. 1715, also shall be provided by CDW at its expense. 2.3 The Parties agree, solely for purposes of this Stipulation and the Settlement set forth herein, to the certification of the Consolidated Federal Action for settlement purposes only as a class action pursuant to Rules 23(b)(1) and 23(b)(2) of the Federal Rules of Civil Procedure, with the Lead Plaintiff as class representative, on behalf of the Settlement Class. 2.4 All proceedings in the Consolidated Federal Action, other than proceedings as may be necessary to carry out the terms and conditions of the Settlement, shall be 8

10 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 10 of 25 PageID #:1020 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 9 of 63 PagelD #:554 stayed and suspended-until further order of the Court and pending final determination of whether the Settlement provided for in the Stipulation should be approved, Lead Plaintiff, MOU Plaintiffs, and all members of the Settlement Class, or any of them, are barred and enjoined from commencing, prosecuting, or refihing any action in any court (including, without limitation, refiling the State Court Actions) asserting against any of the Defendants or any other persons or entities any claims, either directly, representatively, derivatively, or in any other capacity, which have been or could have been asserted, or which arise out of, or relate in any way to, the Settled Claims. 3. Preliminary Approval Order, Settlement Hearing, and Notice 3.1 As soon as practicable upon execution of this Stipulation, the Parties shall submit to the Court this Stipulation, together with its exhibits, and shall apply for entry of the Preliminary Approval Order, substantially in the form of Exhibit A hereto, which shall request, inter alia: a) Consolidation of the Federal Actions for all purposes; b) Preliminary approval of the Settlement set forth in the Stipulation; C) Approval of the form of and authorization to send the Notice to the Settlement Class Members who can be identified with reasonable effort, substantially in the form and content of Attachment I to Exhibit A hereto; d) Preliminary certification of the Settlement Class pursuant to Rules 23(b)(1) and 23(b)(2) of the Federal Rules of Civil Procedure; e) That the Court schedule a Settlement Hearing;

11 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 11 of 25 PageID #:1021 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 10 of 63 PagelD #:555 I) That the Court enjoin Lead Plaintiff, MOU Plaintiffs, and the Settlement Class Members from instituting, commencing, or prosecuting any claim which asserts Settled Claims against any of the Released Parties. 4. Releases 4.1 Upon the Effective Date, the Releasing Parties shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged all Settled Claims, specifically including Unknown Claims, against the Released Parties, shall have covenanted not to sue the Released Parties with respect to all such Settled Claims, and shall be permanently barred and enjoined from instituting, commencing, prosecuting, or asserting any such Settled Claim against the Released Parties. 4.2 The releases contemplated by this Settlement shall extend to claims that the Releasing Parties do not know or suspect to exist at the time of the release, which if known, might have affected the Releasing Parties' decision to enter into the release. Lead Plaintiff, each member of the Settlement Class, MOU Plaintiffs, and Defendants shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of the United States, or principle of common law, which governs or limits a person's release of unknown claims. Lead Plaintiff, each member of the Settlement Class, MOU Plaintiffs, and Defendants shall be deemed to relinquish, to the full extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 10

12 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 12 of 25 PageID #:1022 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 11 of 63 Page ID #:556 In addition, Lead Plaintiff, each member of the Settlement Class, MOU Plaintiffs, and Defendants, also shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code Section Lead Plaintiff, for herself and on behalf of the Settlement Class (specifically including MOU Plaintiffs) acknowledges that Settlement Class Members may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is her intention, as Lead Plaintiff and on behalf of the Settlement Class, to fully, finally, and forever settle and release any and all claims released hereby known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Lead Plaintiff acknowledges, and the Settlement Class Members (including MOU Plaintiffs) shall be deemed to have acknowledged, and by operation of the Court's Judgment shall have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement of which this release is a part. 4.3 If any action that would be barred by the releases contemplated by this Settlement is commenced against any of the Defendants or the Released Parties in any court prior to Final Court Approval and (a) following a motion by the Defendant or the Released Parties to dismiss or stay that action, such action is not dismissed or stayed in contemplation of dismissal subject only to the approval of the Settlement contemplated hereby, and (b) Defendant or the Released Parties exhaust all available appeals, any Defendant may at his, her or its sole option, prior to the Settlement Hearing, withdraw from the Settlement. The Settlement shall remain binding as to the remaining parties thereto. 11

13 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 13 of 25 PageID #:1023 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 12 of 63 PagelD #: Upon the Effective Date, each of the Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged each and all of the Lead Plaintiff, MOU Plaintiffs, and Plaintiffs' Counsel from all claims arising out of, in any way relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Class Actions or the Settled Claims, except claims to enforce the terms and conditions contained in the Stipulation. 5. Plaintiffs' Counsel's Attorneys' Fees and Expenses 5.1 After reaching agreement on the disclosure of the Additional Information, the Parties negotiated at arms' length and in good faith the amount of attorneys' fees, costs, and expenses to be paid to Plaintiffs' Counsel by CDW, subject to approval by the Court. The Parties have agreed that Lead Plaintiff may seek an award of attorneys' fees to Plaintiffs' Counsel in the Class Actions and reimbursement of actual costs and expenses in the sum of $575,000 in the aggregate. All other Defendants agree that they Will not oppose Lead Plaintiff's application made in accordance with the terms herein, and in no event will CDW be obligated to pay an award in excess of that amount. No Defendant other than CDW will be obligated to pay any award. The petition filed in the Consolidated Federal Action shall be the only fee petition in the Class Actions, and MOU Plaintiffs shall not file a separate fee petition in any court. None of the Defendants shall be obligated to pay the costs, attorneys' fees, or expenses of Lead Plaintiff, MOU Plaintiffs, or any member of the Settlement Class, or with respect to the Class Actions, except as provided in this paragraph and in paragraph 2.2 above. The approval of fees and expenses in the amount up to $575,000 as stated in this paragraph shall not be a condition of the Settlement of the Class Actions or the entry of final judgment therein. 12

14 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 14 of 25 PageID #:1024 Case: 1 :07-cv Document #: 55-2 Filed: 04/30/08 Page 13 of 63 PagelD #: CDW shall pay the amount of fees and expenses awarded by the Court in an amount not to exceed $575,000 to Lead Plaintiffs Counsel within five (5) business days after Final Court Approval or after the Court's order on Lead Plaintiffs fee application is final and no longer subject to appeal, whichever is later. 6. Conditions of Settlement, Effect of Disapproval, Cancellation, or Termination 6.1 The Effective Date of the Settlement shall be the earliest date on which all of the following events have occurred: a) The Court has entered the Preliminary Approval Order, substantially in the form of Exhibit A attached hereto, including the injunction outlined in paragraph 3.1(t) above; b) The Court has approved the Settlement, following notice to the Settlement Class and the Settlement Hearing, and has entered Judgment, substantially in the form of Exhibit B attached hereto, dismissing the Consolidated Federal Actions with prejudice; and above. C) Final Court Approval has occurred, as defined in paragraph If the Court does not enter the Judgment substantially in the form of Exhibit B hereto, or if the Court enters the Judgment and appellate review is sought and, on such review, the entry of the Judgment is finally vacated, modified, or reversed, then this Stipulation and the Settlement incorporated herein shall be cancelled and terminated, unless all Parties agree in writing to proceed with the Settlement under the terms of the Judgment as modified by the Court or on appeal. No Party shall have any obligation whatsoever to proceed under any terms other than substantially in the form provided and agreed to herein; provided, however, that no order of the Court concerning award of attorneys' fees, costs, or expenses, or any modification or 13

15 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 15 of 25 PageID #:1025 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 14 of 63 PagelD #:559 reversal on appeal of such order, shall constitute grounds for cancellation or termination of this Stipulation by any Party. Without limiting the foregoing, Defendants shall have, in their sole and absolute discretion, the option to terminate the Settlement in its entirety in the event that the Judgment does not include the releases set forth in paragraphs above, or does not provide for the dismissal with prejudice of the Consolidated Federal Action as against them. If any Party engages in a material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Stipulation, may terminate this Stipulation on notice to the breaching Party or sue for enforcement. 6.3 This Stipulation shall be null and void and of no force and effect should any of the conditions set forth herein not be met, including if the Stipulation is not approved by the Court. In any such event, (a) this Stipulation, and all negotiations, transactions, and proceedings connected with it, shall be deemed not to prejudice in any way the respective positions of the Parties with respect to the Class Actions and the Parties shall be restored to their respective positions in the Class Actions as of July 30, 2007; (b) this Stipulation shall not be deemed or construed as evidence or an admission by any party of any fact, matter, or thing; (c) the Defendants shall not be obligated to pay any fees or expenses of Plaintiffs' Counsel, except that Lead Plaintiffs Counsel shall retain the right to seek an award of attorneys' fees and expenses, which Defendants reserve the right to oppose; (d) the certification of the Settlement Class as provided for herein shall be vacated and of no further force and effect, and any judgment or order entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc; and (e) neither the existence of this Stipulation nor its contents shall be admissible in evidence or shall be referred to for any purpose in the Class Actions or in any other litigation or proceeding. 14

16 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 16 of 25 PageID #:1026 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 15 of 63 PagelD #: In the event that the Settlement is terminated or cancelled for any reason, Defendants reserve the right to oppose certification of any class in future proceedings. 7. Miscellaneous Provisions 7.1 The Parties: (a) acknowledge that it is their intent to consummate this agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of the Stipulation. 7.2 The Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Class Actions. The Settlement comprises claims which were contested and shall not be deemed an admission by any of the Parties as to the merits of any claim or defense. The Parties agree that the Settlement was negotiated in good faith by the Parties, and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. 7.3 Defendants have denied and continue to deny they have committed or attempted to commit any violations of law or breached any duty owed to CDW and/or its shareholders, and Defendants are entering into the Settlement solely because the Settlement would eliminate the burden, expense, and distraction of further litigation and would permit the merger to proceed without risk of injunctive or other relief. 7.4 The Settlement set forth herein reflects the results of the Parties' negotiations and the terms of the MOU. An agreement in principle was only reached after arm's-length negotiations between the Parties who were all represented by counsel with extensive experience and expertise in shareholder class action litigation. During the negotiations, all Parties had a clear view of the strengths and weaknesses of their respective 15

17 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 17 of 25 PageID #:1027 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 16 of 63 PagelD #:561 claims and defenses. Plaintiffs' Counsel have determined that a settlement of the Class Actions on the terms reflected herein confers substantial benefits upon the Settlement Class and is fair, reasonable, adequate, and in the best interests of CDW's shareholders. 7.5 Lead Plaintiff, MOU Plaintiffs, and Plaintiffs' Counsel acknowledge that, in view of the discovery taken by them of Defendants, together with other information available to them, Lead Plaintiff (on behalf of herself and the Settlement Class), MOU Plaintiffs, and Plaintiffs' Counsel are satisfied that an adequate factual record has been established that supports the Settlement and hereby waive any right to conduct further discovery to confirm the Settlement. 7.6 Neither the Stipulation nor the Settlement, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement, is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Settled Claim against any Released Person, or of any fault, wrongdoing, or liability of the Defendants in any civil, criminal, or administrative proceeding in any court, administrative agency, or tribunal. This Stipulation may, however, be filed and used in other proceedings, where relevant, to demonstrate the fact of its existence and this Settlement, including but not limited to Defendants filing the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion, issue preclusion, similar defense, or counterclaim. 7.7 All agreements made and orders entered during the course of the Class Actions relating to the confidentiality of information shall survive this Stipulation. 16

18 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 18 of 25 PageID #:1028 Case: 1:07-cv Document #: 55-2 Filed: 04/30/08 Page 17 of 63 PagelD #: All of the exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference. 7.9 The Stipulation may be amended or modified only by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest The Stipulation, including the exhibits attached hereto, constitutes the entire agreement among the Parties hereto and supersedes and extinguishes any prior agreements among them. No representations, warranties, or inducements have been made to any Party concerning the Stipulation or its exhibits other than the representations, warranties, and covenants contained and memorialized in such documents. It is understood by the Parties that, except for matters expressly represented herein, the facts or law with respect to which this Stipulation is entered into may turn out to be other than or different from the facts now known to each Party or believed by such Party to be true; each Party therefore expressly assumes the risk of the facts or law turning out to be different, and agrees that this Stipulation shall be in all respects effective and not subject to termination by reason of any such facts or law. Except as otherwise provided herein, each Party shall bear its own costs and attorneys' fees incurred in the Class Actions or in connection with the Settlement Lead Plaintiff's Counsel and Lead Plaintiff represent and warrant that Lead Plaintiffs' Counsel, on behalf of the Settlement Class, are expressly authorized by Lead Plaintiff to take all appropriate actions required or permitted to be taken by or on behalf of the Settlement Class pursuant to this Stipulation to effectuate its terms and also are expressly authorized to enter into any modifications or amendments to this Stipulation on behalf of the Settlement Class as Lead Plaintiffs' Counsel deem appropriate. 17

19 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 19 of 25 PageID #:1029 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 18 of 63 PagelD #: Each counsel or other Person executing this Stipulation or any of its exhibits on behalf of any Party hereto hereby warrants that such Person has the full authority to do so The Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of executed counterparts shall be filed with the court The Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties The Stipulation, including the exhibits hereto, shall be considered to have been negotiated, executed, and delivered, and to be wholly performed, in the State of Illinois, and the rights and obligations of the Parties to the Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of Illinois without giving effect to that State's choice of law principles Lead Plaintiff, MOU Plaintiffs, and Plaintiffs' Counsel represent and warrant that none of the claims or causes of action asserted in the Class Actions, including any Settled Claim, has been assigned, encumbered, or in any manner transferred in whole or in part. IN WITNESS WHEREOF, the Parties hereto have caused the Stipulation to be executed, by their duly authorized attorneys, dated as of January,

20 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 20 of 25 PageID #:1030 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 19 of 63 PagelD #:564 amuel K. Ro liar WOOD FEFFER LLP 488 Madison Avenue New York, NY Marvin A. Miller Lori A. Fanning MILLER LAW LLC 115 South LaSalle Street, Suite 2910 Chicago, IL Counsel for Lead Plaintiff Roberta Schuman and the Settlement Class Counselfor PlaintiffLou Ann Murphy in the Murphy Federal Action Lawrence W. Schad James Shedden Tony Kim SCHAD, DIAMOND & SHEDDEN, PC 332 South Michigan Avenue, Suite 1000 Chicago, 1L Peter D. Bull Joshua M. Lifshitz BULL & LIFSHITZ, LLP 18 East 41st Street, #11 New York, Ny Counsel/or Plaintiffs Sarah E. Martin 1983 Minor's Trust, Patrick W Martin 1983 Minor's Trust, Philip A. Martin 1984 Minor's Trust, Joseph William Zelle4rbaeja 1988 Minor's Trust, Elizabeth Ellen Zel(erbach 1988 Minor's Trust, by John C. Brogan, Trustee Samuel H. Rudman David,A...Rosenfeld... LERACI-I COUGI-ILIN STOIA GELLER RUDMAN & ROBBINg LLP 58 South Service Road, Suite 200 Melville, NY Leigh R. Lasky Norman Rifkind Amelia S. Newton LASKY & RIFKLND, LTD, 350 North LaSalle Street, Suite 1320 Chicago, IL Counsel for PlaintiffLisa Fruchier R-adX eemfaru;qhi~- Shaft T.-Rdwley David ft Leventhal Antonio Vozzolo FARUQI & FARUQI, LLP 369 Lexington Avenue, j0ch Floor New York, NY Clinton A, Krislov Michael R. Karnuth Jeffrey M. Salas KR1SLOV & ASSOCIATES, LTD. 20 North Wacker Drive, Suite 1350 Chicago, 1L Christopher M. Kennedy KENNEDY PIERSON & STRACHAN 668 North Western Avenue Lake Forest, IL Counselfor Plaintiff Roberta Schuman in the Schuman State Court Action 110

21 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 21 of 25 PageID #:1031 Case: 1 :07-cv Document #: 55-2 Filed: 04/30/08 Page 20 of 63 PagelD #:565 Samuel K. Rosen HAR WOOD FEFFER LLP 488 Madison Avenue New York, NY Marvin A. Miller Lori A. Fanning MILLER LAW LLC 115 South LaSalle Street, Suite 2910 Chicago, IL Counsel for Lead Plaintiff Roberta Schuman and the Settlement Class Counselfor PlainqffLou Ann Murphy in the Murphy Federal Action Lawrence W. Schad James Shedden Tony Kim SCHAD, DIAMOND & SHEDDEN, PC 332 South Michigan Avenue, Suite 1000 Chicago, IL Peter D. Bull Joshua M. Lifshitz BULL & LIFSHITZ, LLP IS East 41st Street, #11 New York, NY Counsel for Plaintiffs Sarah E. Martin 1983 Minor's Trust, Patrick W Martin 1983 Minor's Trust, Philip A. Martin 1984 Minor's Trust, Joseph William Zellerbach 1988 Minor Trust, Elizabeth Ellen Zellepj,ach 1988 Minor's Trust, by John C. Brogan, Trustee müél H. Rudman Da%o A. Rosenfeld....- HUN STOIA GELLER RUDMAN & ROBBNS LLP 58 South Service Road, Suite 200 Melville, NY Leigh R. Lasky Norman Rifkind Amelia S. Newton LASKY & RIFKTND, LTD. 350 North LaSalle Street, Suite 1320 Chicago, IL Counsel for Plaintiff Lisa Fruchrer Nadeem Faruqi ---- David H. Leventhal Antonio Vozzolo FARUQ1 & FARUQI, LLP 369 Lexington Avenue, 10th Floor New York, NY Clinton A. Kxislov Michael R. K.arnuth Jeffrey M. Salas KR1SLOV & ASSOCIATES, LTD. 20 North Wacker Drive, Suite 1350 Chicago, IL Christopher M. Kennedy KENNEDY PIERSON & STRACHAN 668 North Western Avenue Lake Forest, IL Counsel for Plaint ffroberta Schuman in the Schuman State Court Action 19

22 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 22 of 25 PageID #:1032 Case: 1 :07-cv Document #: 55-2 Filed: 04/30/08 Page 21 of 63 PagelD #:566 Samuel K. Rosen HAR WOOD FEFFER LLP 488 Madison Avenue New York, NY Marvin A. Miller Lori A. Fanning MILLER LAW LLC 115 South LaSalle Street, Suite 2910 Chicago, IL Counsel for Lead Plaintiff Roberta Schuman and the Settlement Class Counsel for Plaintiff Lou Ann Murphy in the Murphy Federal Action 4~6k'~2-- Lawrence W. Schad James Shedden Tony Kim SCHAD, DIAMOND & SF!EDE)EN, PC 332 South Michigan Avenue, Suite 1000 Chicago, IL Peter D, Bull Joshua M. Lifshitz BULL & LLFSHITZ, LU' 18 East 41st Street, /111 New York, NY Counsel far Plaintiffs Sarah E. Martin 1983 Minor's Trust, Patrick W Martin 1983 Minor's Trust, Philip A. Martin 1984 Minor's Trust, Joseph William Zellerbach 1988 MInor's Tru;t, Elizabeth Ellen Zellerbach 1988 Minor's Trust, by John C. Brogan Trustee Samuel H. Rudman David A. Rosenfeld LERACH COUGHLIN STOIA GELLER RUDMAN & ROB BINS LU' 58 South Service Road, Suite 200 Melville, NY Leigh R. Lasky Norman Rifkind Amelia S. Newton LASKY & R1FKIND, LTD. 350 North LaSalle Street, Suite 1320 Chicago, IL Counsel for P(ain:ffLisa Fruchter Nadeem Faruqi Shane T.Rowle y - David FL Leventhal Antonio Vozzolo FARUQI & FARUQI, LLP 369 Lexington Avenue, 1011 Floor New York, NY Clinton A. Krislov Michael R. Karnuth Jeffrey M. Salas KRISLOV & ASSOCIATES, LTD. 20 North Wacker Drive, Suite 1350 Chicago, IL Christopher M. Kennedy KENNEDY PIERSON & STRACHAN 668 North Western Avenue Lake Forest, IL Counselfor PlaintffRoberta Schuman in the Schuman State Court Action 19

23 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 23 of 25 PageID #:1033 Case: 1 :07-cv Document #: 55-2 Filed: 04/30/08 Page 22 of 63 PagelD #:567 L~~ V~J,4- Walter C. C -son Linton J. Childs James W. Ducayet Kristen R. Seeger SIDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois Counsel for Defendants CDW Corporation, John A. Edwardson, Michelle L. Collins, Casey G. Cowell, Daniel S. Go/din, Thomas I Hansen, Donald P. Jacobs, Stephan A. James, Terry L. Len gfelder, Susan D. Wellington, and Brian E. Williams Eric D. Brandfonbrener PERKINS COlE LLP 131 South Dearborn Street, Suite 1700 Chicago, IL David B. Tuichin David M.J. Rein SULLI VAN & CROMWELL LLP 125 Broad Street New York, NY Counsel for Defendant Michael P. Krasny Timothy A. Duffy KIRKLAND & ELLIS LLP 200 East Randolph Street Chicago, IL Counselfor Defendant Madison Dearborn Partners, LLC v.4 20

24 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 24 of 25 PageID #:1034 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 23 of 63 PagelD #:568 Walter C. Carlson Linton J. Childs James W. Ducayet Kristen R. Seeger SIDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois Counsel for Defendants CDWCorporation, John A. Edwardson, Michelle L. Collins, Casey G. Cowell, Daniel S (Jo/din, Thomas J Hansen, Donald P. Jacobs, Stephan A. James, Terry L. Lengfelder, Susan D. Wellington, and Brian E Williams D (2 Eric D. Brandfonbrener PERKINS COlE LU' 131 South Dearborn Street, Suite 1700 Chicago, IL David B. Tuichin David M.J. Rein SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY Counsel for Defendant Michael P. Krasny Timothy A. Duffy KIRKLAND & ELLIS LLP 200 East Randolph Street Chicago, IL Counsel for Defendant Madison Dearborn Partners, LLC CHI 4O249v.4 20

25 Case: 1:07-cv Document #: 77-3 Filed: 11/03/11 Page 25 of 25 PageID #:1035 Case: I :07-cv Document #: 55-2 Filed: 04/30/08 Page 24 of 63 PagelD #:569 Walter C. Carlson Linton I. Childs James W. Ducayet Kristen R. Seeger SJDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois Counsel for Defendants CD W Corporation, John A. Edwardson, Michelle L. Collins, Casey G. Cowell, Daniel S. Goldin, Thomas Hansen, Donald P. Jacobs, Stephan A. James, Terry L. Lengfelder, Susan D. Wellington, and Brian E. Williams Eric D. Brandfonbrener PERKINS COLE LLP 131 South Dearborn Street, Suite 1700 Chicago, IL David B. Tuichin David M.J. Rein SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY Counsel for Defendant Michael P. Krasny Timothy A KIRKLAND & ELLIS LLP 200 East Randolph Street Chicago, IL Counselfor Defendant Madison Dearborn Partners, LL di v.4 20