Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person*
Richards Thomas E

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
CDW Corp [ CDW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 1,083,619 D
Common Stock, par value $0.01 132,797 I See footnote(1)
Common Stock, par value $0.01 132,798 I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (3) 12/12/2022 Common Stock 505,294 17 D
Explanation of Responses:
1. Includes 132,797 shares held by the Jason J. Richards Trust which are deemed to be beneficially owned by Mr. Richards.
2. Includes 132,798 shares held by the Lindsay M. Richards Trust which are deemed to be beneficially owned by Mr. Richards.
3. 54,514 options were vested upon issuance at the pricing of the initial public offering of CDW Corporation, on June 26, 2013. The remaining options will vest daily on a pro rata basis commencing on June 26, 2013 and continuing through December 11, 2017.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER Exhibit List: Exhibit 24 - Power of Attorney
/s/ James S. Rowe, Attorney-in-Fact 06/26/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Christine A. Leahy, Robert J. Welyki, Shannon A. Toolis and
James S. Rowe, signing singly, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, all reports to be
        filed by the undersigned pursuant to Section 16(a) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act") and the rules
        promulgated thereunder (including Forms 3, 4, and 5 and any successor
        forms) (the "Section 16 Reports") with respect to the equity securities
        of CDW Corporation (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and execute
        any such Section 16 Report, complete and execute any amendment or
        amendments thereto, and file such report with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

        (3)     take any other action of any type whatsoever in connection with
        the foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that
 the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The powers granted above may be exercised by each such attorney-in-fact
on behalf of the undersigned, individually, and on behalf of the undersigned in
any fiduciary or representative capacity in which the undersigned may be acting.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall be effective as of the date set forth below
and shall continue in full force and effect until the undersigned is no longer
required to file Section 16 Reports with respect to the equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of June, 2013.

Signature:     /s/ Thomas E. Richards    
Name:          Thomas E. Richards