CDW 10K/A 2001 Annual report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________

Commission file number 0-21796

CDW Computer Centers, Inc.
(Exact name of registrant as specified in its charter)

Illinois	36-3310735
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 N. Milwaukee Ave.	60061
Vernon Hills, Illinois	(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code (847) 465-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	N/A

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes	____________X_____________	No	_________________________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [ ]

The aggregate market value of the Common Stock held by non-affiliates as of April 12, 2002, was approximately $2.937 billion, based upon the closing market price per share of $49.41.

As of April 12, 2002, the registrant had 85,949,156 shares of Common Stock, $0.01 par value, outstanding.

This amendment is being filed to correct a clerical error included in the Company's Annual Report on Form 10-K filed on March 27, 2002. The error occurred in the Company's response to Item 11. Set forth below is the complete text of the Company's response to Item 11, as amended to correct the initial error.

Item 11. Executive Compensation.

Director Compensation; CDW Director Stock Option Plan

Directors who are not also employees of the Company ("Independent Directors") were paid an annual fee of $20,000 in 2001. Additionally, the CDW 2000 Incentive Stock Option Plan contains provisions for the automatic annual grant of stock options to Independent Directors. On the first trading day of each calendar year, each Independent Director is granted options to purchase shares of Common Stock of the Company at a price equal to the closing price of the Company's shares on that day. The number of such options granted to each Independent Director is equal to the sum of (i) 6,000 shares plus (ii) the product of 6,000 shares multiplied by the percentage increase in the Company's immediately preceding year's net income over the second immediately preceding year's net income, in each case calculated in accordance with generally accepted accounting principles, applied on a consistent basis. In 2001, Independent Directors received stock options for 19,800 shares pursuant to this formula. The options vest on the third anniversary of the date of grant and expire on the tenth anniversary of the date of grant. If an Independent Director ceases to be a member of the Board of Directors, all options granted to such Independent Director which have not vested shall expire by their terms. The Company receives no monetary consideration for these grants.

Effective beginning in 2002, the annual fee payable to non-employee Directors was increased to $30,000.

Executive Compensation

Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the years ended December 31, 2001, 2000 and 1999, of (i) all persons who served as the Company's chief executive officer during 2001 and (ii) the other four most highly compensated executive officers of the Company whose total annual salary and bonus exceeded $100,000 in 2001 and who served as an executive officer at December 31, 2001 (the "Named Officers"):

SUMMARY COMPENSATION TABLE


		Annual Compensation			Long Term Compensation Awards

Name and Principal Position	Year	Salary ($)	Bonus ($) (1) (2)	Other Annual Compensation ($)	Restricted Stock Award(s) ($)	Securities Underlying Options/SARs (#)	All Other Compensation ($) (3)

Michael P. Krasny	2001	$93,895	$200	---	---	---	---
Chief Executive Officer	2000	$237,015	$809,522	---	---	21,251	$4,000
(January 1 - January 28, 2001)	1999	$230,784	$1,240,346	---	---	---	$3,856

John A. Edwardson	2001	$546,923	$874,003	---	$3,662,500	1,608,067	$3,779
Chief Executive Officer	2000	---	---	---	---	---	---
(January 28 - December 31, 2001)	1999	---	---	---	---	---	---

Gregory C. Zeman	2001	$214,440	$1,105,038	---	---	20,726	$3,279
Vice-Chairman	2000	$207,388	$1,227,410	---	---	29,472	$4,000
	1999	$201,936	$1,788,064	---	---	---	$3,856

Daniel B. Kass	2001	$214,440	$1,102,919	---	---	20,602	$3,779
Executive Vice President	2000	$207,388	$1,224,410	---	---	29,207	$4,000
	1999	$201,936	$1,780,238	---	---	---	$3,856

Harry J. Harczak, Jr.	2001	$202,186	$588,003	---	---	16,049	$3,779
Executive Vice President,	2000	$195,537	$653,282	---	---	19,484	$4,000
Sales	1999	$140,448	$761,768	---	---	407,650	$3,856

James R. Shanks	2001	$202,186	$586,188	---	---	16,049	$3,779
Executive Vice President,	2000	$195,537	$652,344	---	---	19,484	$4,000
President - CDWG	1999	$140,448	$760,578	---	---	407,650	$3,856

(1)        Amounts reflected are pursuant to performance based compensation programs.

(2)        Includes amounts representing travel incentive awards and company-wide bonus plans.

(3)        Reflects the Company's contributions to the account of each of the Named Officers under the CDW Computer Centers, Inc. Employees' Profit Sharing Plan and Trust, including employer matching contributions. The amounts for the 2001 contributions represent the Company's best estimate, as final calculations have not been completed at the date of this Proxy Statement.

Option Grants

        Information with respect to grants of stock options to Named Officers during 2001 is set forth below.

OPTIONS GRANTS IN LAST FISCAL YEAR


Individual Grants							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term

(a)	(b)	(c)		(d)	(e)	(f)	(g)
Name	Options Granted	% of Total Options Granted Employees in Fiscal Year		Exercise or Base Price ($/Sh)	Market Price on Grant Date ($/Sh)	Expiration Date	0% ($)	5% ($)	10% ($)

Michael P. Krasny	---		---	---	---	---	---	---	---

John A. Edwardson	1,600,000	(1)	85.77%	$36.625	$36.625	1/28/2011	$0	$36,853,226	$93,393,309
	8,067	(2)	0.43%	$0.010	$53.710	12/31/2021	$433,198	$1,149,539	$2,914,801

Gregory C. Zeman	9,500	(3)	0.51%	$33.375	$33.375	3/12/2021	$0	$524,201	$1,815,973
	11,226	(2)	0.60%	$0.010	$53.710	12/31/2021	$602,836	$1,599,694	$4,056,223

Daniel B. Kass	9,500	(3)	0.51%	$33.375	$33.375	3/12/2021	$0	$524,201	$1,815,973
	11,102	(2)	0.60%	$0.010	$53.710	12/31/2021	$596,177	$1,582,024	$4,011,419

Harry J. Harczak, Jr.	9,500	(3)	0.51%	$33.375	$33.375	3/12/2021	$0	$524,201	$1,815,973
	6,549	(2)	0.35%	$0.010	$53.710	12/31/2021	$351,681	$933,226	$2,366,311

James R. Shanks	9,500	(3)	0.51%	$33.375	$33.375	3/12/2021	$0	$524,201	$1,815,973
	6,549	(2)	0.35%	$0.010	$53.710	12/31/2021	$351,681	$933,226	$2,366,311

(1)        Options are exercisable at the rate of 20% per year, beginning January 28, 2002. Options become fully exercisable upon a change-in-control of the Company.
(2)        Options represent a portion of the annual bonus that is granted pursuant to the CDW Senior Management Incentive Plan. Options are exercisable in full on April 30, 2006.
(3)        Options are exercisable at the rate of 20% per year, beginning March 12, 2002. Options become fully exercisable upon a change-in-control of the Company.

Option Exercises and Fiscal Year-End Values

Information with respect to options exercised and shares sold during 2001, unexercised options to purchase Common Stock granted under the MPK Stock Option Plan and CDW Incentive Stock Option Plans and restricted shares granted under the MPK Restricted Stock Plan to the Named Officers and held by them at December 31, 2001 is set forth below.

OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES


Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options at December 31, 2001 (#) Exercisable Unexercisable		Value of Unexercised In-the-Money Options at December 31, 2001 ($) (3) Exercisable Unexercisable


Michael P. Krasny	---	---	---	15,751	---	$845,829
John A. Edwardson	---	---	---	1,608,067	---	$27,769,198
Gregory C. Zeman (1)	2,315,732	$88,775,497	2,330,214	678,848	(1)$125,146,065	$35,987,574
Daniel B. Kass(2)	436,000	$16,714,420	401,026	183,159	(2)$21,537,432	$9,366,190
Harry J. Harczak, Jr.	34,908	$1,306,465	21,376	567,575	$845,008	$18,593,350
James R. Shanks	50,695	$1,882,513	9,125	566,375	$334,084	$18,533,847


(1)	All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan. Unexercised options at December 31, 2001 include options for 2,958,864 shares pursuant to the MPK Stock Option Plan, of which, 2,330,214 are exercisable. All options pursuant to the MPK Stock Option Plan become fully exercisable upon termination of employment.
(2)	All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan. Unexercised options at December 31, 2001 include options for 534,376 shares pursuant to the MPK Stock Option Plan, of which, 401,026 are exercisable. All options pursuant to the MPK Stock Option Plan become fully exercisable upon termination of employment.
(3)	Based on the closing price as reported by The Nasdaq Stock Market of the Company's Common Stock on December 31, 2001 ($53.710), less the respective exercise prices.

MPK Stock Option Plan

At the time of the Company's initial public offering, Mr. Krasny established the MPK Stock Option Plan pursuant to which he granted to Messrs. Zeman and Kass and a former employee of the Company options to purchase in the aggregate 16,573,500 shares of Common Stock owned by him. As of March 25, 2002, options to acquire an aggregate of 3,493,240 shares of common stock remain outstanding. These options are non-forfeitable and become exercisable during the employment of such individual at the rate of 5% per year upon each of the first four anniversaries of the grant and an additional 15% on each anniversary date thereafter until all options are exercisable. Additional shares may be exercised proportionately to any shares sold by Mr. Krasny from his holding. The options may be exercised at a price of $0.004175 per share. The MPK Stock Option Plan provides that should Messrs. Zeman or Kass terminate his employment with the Company, all options become exercisable and such individual will be required to exercise his options at the option exercise price within six months of the date of termination. The MPK Stock Option Plan gives Mr. Krasny the right to repurchase the shares relating to the terminating employee's exercised options at the prevailing market rate, less costs and expenses attendant to the sale of the stock. Mr. Krasny's acquisition may be made pursuant to a note payable over a ten-year period with interest at the applicable federal rate as defined in the Internal Revenue Code of 1986, as amended. Mr. Krasny has, in connection with the Company's repurchase of certain shares of Common Stock held by Messrs. Zeman and Kass (see "Certain Transactions" below) waived his repurchase right with respect to shares acquired by Messrs. Zeman and Kass under the MPK Stock Option Plan. The MPK Stock Option Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from plan participants to the Company or increase the number of outstanding shares of Common Stock.

MPK Restricted Stock Plan

        Effective upon the closing of the initial public offering, Mr. Krasny transferred 2,674,416 shares of his Common Stock to the MPK Restricted Stock Plan (the "MPK Plan Shares"), to be held in escrow for the benefit of those persons employed by the Company on December 31, 1992. Shares contributed on behalf of participating employees were calculated on the basis of their months of service and average salary. During such time as the MPK Plan Shares are held in escrow, Mr. Krasny retains the right to vote the MPK Plan Shares, and dividends thereon, if any, inure to the benefit of Mr. Krasny. The purpose of the MPK Restricted Stock Plan was to provide participants with additional incentives to remain in the Company's employ, to build upon employee loyalty and to provide such employees with an opportunity to share in the Company's profits and growth.

        In accordance with the original terms of the MPK Restricted Stock Plan, all of the MPK Plan Shares were scheduled to fully vest upon January 1, 2000, provided that a participant had remained continually employed with the Company or its subsidiaries during such period. Participants who leave the Company's employ forfeit their right to unvested MPK Plan Shares and such shares revert to Mr. Krasny. MPK Plan Shares will immediately vest upon the death or total disability of a participating employee. The MPK Restricted Stock Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from Plan participants to the Company or increase the number of outstanding shares of Common Stock.

        On January 31, 1997, the terms of the MPK Restricted Stock Plan were modified to provide participants the option to accelerate the vesting on 25% of their shares in exchange for the extension of the vesting period on their remaining shares through 2003. Under the terms of this modification, participants who elected the acceleration were granted options by the Company equal to the number of shares that became vested, with an exercise price equal to the fair market value of the Company's Common Stock on the acceleration date.

Employment Related Agreements

        Messrs. Krasny, Zeman and Kass

        The Company entered into Employment and Non-Competition Agreements with Messrs. Krasny, Zeman and Kass that became effective upon the consummation of the initial public offering in 1993. The initial base salaries of Messrs. Krasny, Zeman and Kass were $200,000, $175,000 and $175,000, respectively, to be adjusted in each case annually in accordance with the Consumer Price Index. In accordance with the terms of each Agreement, employment is terminable with or without Cause. Each Agreement contains a non-competition restriction prohibiting the executive from undertaking certain competitive activities for a two-year period after the date his employment with the Company ceases. Effective May 23, 2001, Mr. Krasny resigned, thereby terminating his employment with the Company, and presently serves the Company solely in the capacity of a director. Mr. Zeman's and Mr. Kass' base salaries have been adjusted to reflect their current roles with the company. See "Management" and "Executive Compensation".

        Mr. Edwardson

        The Company entered into an employment agreement with John A. Edwardson on January 28, 2001. The agreement provides for Mr. Edwardson to serve as Chief Executive Officer of the Company until the fifth anniversary of the agreement, subject thereafter to annual renewal provisions. Pursuant to the employment agreement, during the term of his employment with the Company, Mr. Edwardson will be nominated for election as a member of the Board of Directors and, if so elected will be appointed Chairman of the Board. Mr. Edwardson receives an annual base salary of $600,000, subject to annual review by the Compensation Committee, and participates in the Company's Senior Management Incentive Plan. Incentive bonuses under the Senior Management Incentive Plan are based on objective criteria established and approved by the Compensation Committee of the Board each year.

        In accordance with the employment agreement, Mr. Edwardson received non-qualified stock options to purchase 1,600,000 shares of Common Stock under the Company's 2000 Incentive Stock Option Plan. The exercise price of these options is $36.625, the fair market value of the Company's Common Stock on the date of grant. One-fifth of these options will vest on each of the first five anniversaries of the employment agreement. In addition, Mr. Edwardson was granted a restricted stock award of 100,000 shares of Common Stock that will vest in equal annual installments on the first four anniversaries of the date of grant. If Mr. Edwardson's employment is terminated by the Company without Cause or by Mr. Edwardson for Good Reason, one-half of any unexercisable options will immediately become exercisable and one-half of the portion of the restricted stock award that is not vested will immediately become vested. Under the terms of the employment agreement, beginning with the 2002 fiscal year, Mr. Edwardson will be granted annually non-qualified stock options to purchase 150,000 shares of Common Stock, which options will be subject to terms substantially similar to the terms of the options described above.

        If the employment agreement is terminated by the Company without Cause or by Mr. Edwardson for Good Reason, the Company will be required, among other things, to make a lump sum cash payment to Mr. Edwardson equal to two times the sum of his annual base salary and his average annual bonus and to pay certain accrued obligations through the date of termination. For purposes of the employment agreement, Good Reason includes the failure to elect Mr. Edwardson as Chairman of the Board immediately following each annual meeting of shareholders during the employment period. Such election is possible only if the shareholders re-elect Mr. Edwardson as a member of the Board, and if he is not so re-elected, he will be entitled to terminate the employment agreement for Good Reason and receive the payments described above. The agreement also contains standard non-competition and non-solicitation covenants that survive during the term of the agreement and for a period of two years thereafter.

        The Company has also entered into a transitional compensation agreement with Mr. Edwardson. In the event of a Change of Control (as defined in the transitional compensation agreement), the employment relationship between the Company and Mr. Edwardson will be exclusively governed by the transitional compensation agreement. Upon a Change in Control, all stock options, restricted stock and other equity awards to Mr. Edwardson that are not otherwise vested will vest in full, and all options will remain exercisable for the period provided in the applicable award agreement. If, following a Change of Control, there is a Qualifying Termination (as defined in the transitional compensation agreement), Mr. Edwardson will receive the following benefits in lieu of benefits under the employment agreement: (i) payment in a lump sum of an amount equal to 300% of his base salary and his average annual bonus, (ii) prorated annual incentive bonus (based on the target bonus under the Incentive Plan) through the date of termination, (iii) payment of all accrued obligations through the date of termination in a lump sum and (iv) the continuation of all welfare benefits and senior executive perquisites for a period of two years or an equivalent lump sum cash payment. In the event that such payments and benefits subject Mr. Edwardson to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Edwardson would be entitled to receive a "gross-up" payment, unless his net after-tax benefit resulting from such gross-up payment, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than $100,000.

Report of the Compensation and Stock Option Committee

The Compensation and Stock Option Committee (the "Compensation Committee") is currently comprised of three independent directors, Ms. Collins and Messrs. Cowell and Williams.

Compensation Policy

        General. The Company's executive compensation program is designed to advance the interests of the Company by attracting, motivating and retaining well-qualified executives, managers and other key employees, and to align their interests with those of the Company's shareholders by providing them with performance-based incentives linked to corporate performance factors. The three primary components of the Company's executive compensation program are:

        (i)    base salary;

        (ii)    annual incentive awards; and

        (iii)    long-term incentive awards in the form of stock option grants.

        Over the course of 2001, the Committee met several times with the Company's staff and representatives of a nationally recognized consulting firm to review key aspects of the Company's executive compensation plan. The purpose of the review was to ensure that the Company's executive compensation program continued to meet the talent management needs of the organization and was consistent with the Company's strategic vision.

        As a result of this review, a number of changes were made to executive programs. In addition to general consistency with the Company's strategic vision, the changes implemented in 2001 and early 2002 helped the programs better reflect the following defining characteristics:

        •        Focus on pay-for-performance
        •        Capable of delivering highly differentiated rewards
        •        Externally competitive and market-based
        •        Flexible and balanced in performance orientation
        •        Well integrated with other coworker programs to reinforce commonality of purpose
        •        Straightforward, simple and well communicated
        •        Anchored in a consistent and logical framework
        •        Oriented toward delivery of an effective total compensation package

        Specific changes will be implemented in 2002. In general, the changes implemented as a result of the review will reflect more clearly articulated internal and external objectives for each element of total executive compensation. In addition, the total compensation profile for executive officers will be changed to render it more consistent with the Company's objectives, including retention of key executives. Changes to underlying programs for 2002 reflect the desired compensation profile.

        Base Salary. Base salaries for Named Executive Officers of the Company reflect their level of experience, past and expected future performance and market conditions. The base salary of each executive also is set at a level such that the greater portion of their total compensation is dependent upon Company performance.

        The base salary of Mr. Edwardson was initially established by the terms of his employment agreement in 2001 and is subject to periodic adjustments by the Committee. Annual adjustments in the base salaries of the other Named Officers reflect several factors, including changes in the United States Consumer Price Index, as well as merit increases, where applicable.

        As part of the aforementioned executive compensation review, the Committee outlined a two year transition toward a total compensation profile for executives that is more consistent with the Company's talent management objectives and goal of retaining key executives.

        One aspect of this transition is the development of market-rate base pay levels for each executive role, targeted at or near the 50th percentile among comparable incumbents at appropriate peer companies. As part of their review, the Committee considered competitive data showing the Company's position relative to targeted levels at peer companies, and evaluated 2002 base pay increases for executive officers on that basis.

        Annual Incentive Awards. The annual incentive element of the Company's executive compensation program is pursuant to the Company's Senior Management Incentive Plan. Awards for 2001 reflect the Company's performance relative to goals relating to growth in net income from operations.

        For 2002, funding of awards under the plan for executive officers will continue to be based predominantly upon achievement of pre-established goals related to income from operations. The Senior Management Incentive Plan has been designed to provide opportunities for awards that will place executive total cash compensation at or near the 75th percentile among a range of peer companies, provided the Company delivers superior increases in operating income levels relative to its key peers. Award opportunities for individual executive officers have been set accordingly.

        Following the conclusion of the aforementioned executive compensation review, the Committee noted their desire to incorporate greater emphasis on individual accountability for business results, particularly among the senior executive group. Accordingly, starting in 2002, final awards under the Senior Management Incentive Plan will also take into account individual performance relative to pre-established goals and objectives, as well as other business and environmental factors that the Committee deems relevant to attainment of the Company's overall financial goals and strategic vision.

        In addition to the Senior Management Incentive Plan, the Company's executives participate in a company-wide management bonus pool. Each Named Officer received a $10,000 allocation of the pool for fiscal year 2001.

        Long-Term Incentive Awards.The long-term incentive element of the Company's executive compensation program consists of the grant of stock options to employees, including the Company's executive officers. Stock options have been granted to the executive officers based upon factors discussed below either (i) with an exercise price equal to 100% of fair market value as of the date of grant or (ii) (on a selective basis) in payment of annual incentive awards which have been earned. Stock options that were granted in payment of 2001 annual incentive awards carried an exercise price of $0.01. The number of stock options granted was determined by dividing the amount of the award by the difference between the market price of the Common Stock as of the date of grant and the option exercise price.

        For the 2002 compensation year, grants made to the named executive officers and others will have an exercise price equal to 100% of fair market value as of the date of grant. The Company's Long-Term Incentive program will be reconfigured to provide opportunities at or near the 75th percentile among a range of peer companies, underlining the emphasis on longer-term results that the Committee believes is appropriate for senior executive team members.

Implementation of Compensation Policy

        The Compensation Committee met on January 25, 2001 to review and certify annual incentive and stock option awards to officers and employees of the Company relative to performance-based compensation programs in 2000 and to establish, as necessary, the 2001 base compensation and performance-based compensation programs for executive officers. The Compensation Committee met on March 12, 2001 to review and approve the Company's Senior Management Incentive Plan, including target bonus levels and performance achievement targets. The Compensation Committee met on January 24, 2002 to discuss various matters, including the status of 2001 performance-based compensation programs and approved the formula to be applied for determining the number of options to be granted to each coworker as of February 1, 2002. Further, the Compensation Committee reviewed and approved stock option allocations to officers and employees of the Company, and reviewed and certified annual incentive awards to officers and employees pursuant to performance-based compensation programs. There was a special meeting of the Compensation Committee on January 28, 2001 to review and approve the terms of Mr. Edwardson's employment as Chief Executive Officer and President of the Company, including the grant of restricted stock and stock options. There also were special meetings on July 26, September 17 and October 25, 2001 in the course of undertaking the aforementioned review of executive compensation.

Compensation of the Chief Executive Officer. Mr. Krasny's compensation for 2001 consisted solely of base salary of $93,895 that represented the pro rata share from January 1, 2001 through the annual meeting on May 23, 2001 of his annualized base salary of $237,015. Mr. Krasny's annualized base was not raised in 2001 over 2000. Per his contractual agreements for 2001, Mr. Edwardson received base salary of $546,923, a bonus of $440,000, a restricted stock grant of 100,000 shares, and a stock option grant of 1,600,000 options. Mr. Edwardson's annual incentive award based upon his participation in the 2001 Senior Management Incentive Plan was $866,400, of which $433,200 was paid in the form of a stock option grant for 8,067 shares.

Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for compensation over $1,000,000 paid to the corporation's chief executive officer and four other most highly compensated executive officers. Qualified performance-based compensation will not be subject to the deduction limit if certain requirements are met. The Company currently intends to structure the performance-based portion of the compensation of its executive officers in a manner that complies with this provision so that such amounts will be deductible to the Company.

COMPENSATION AND STOCK OPTION COMMITTEE

Michelle L. Collins
Casey G. Cowell
Brian E. Williams

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to a report to be signed on its behalf by the undersigned, thereunto duly authorized.

CDW COMPUTER CENTERS, INC.

Date : April 16, 2002

By: /s/ Barbara A. Klein
Barbara A. Klein
Sr. Vice President and Chief Financial Officer

CDW Inactive 10-K/A2001 FY Annual report (amended)