UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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INSIGHT ENTERPRISES, INC.

 

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INSIGHT ENTERPRISES, INC.

1305 West Auto Drive
Tempe, Arizona 85284

NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS
November 12, 2007

TO OUR STOCKHOLDERS:

     You are cordially invited to attend the Insight Enterprises, Inc. 2007 annual meeting of stockholders on Monday, November 12, 2007, at 11:00 a.m. local time, at our corporate headquarters, 1305 West Auto Drive, Tempe, Arizona 85284, for the following purposes:

	(1)		To elect three Class I directors to serve until the 2010 annual meeting of stockholders or until their respective successors have been duly elected and qualified;
	(2)		To approve our 2007 Omnibus Plan;
	(3)		To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2007; and
	(4)		To transact such other business as may properly come before the annual meeting or any adjournment of the meeting.

     These items are more fully described in the following pages, which are made part of this notice.

     Each outstanding share of our common stock entitles the holder of record at the close of business on September 21, 2007 to receive notice of and to vote at the annual meeting or any adjournment or postponement of the meeting. Shares of common stock can be voted at the annual meeting only if the holder is present in person or by valid proxy. A copy of our annual report to stockholders is enclosed.

		By Order of the Board of Directors,
		/s/ Stanley Laybourne
Tempe, Arizona		Stanley Laybourne
October 10, 2007		Chief Financial Officer, Secretary and Treasurer

YOU MAY VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET OR BY MAIL BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU SHOULD NOT RETURN YOUR PROXY CARD. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE YOUR SHARES ARE VOTED AT THE MEETING BY SUBMITTING WRITTEN NOTICE OF REVOCATION TO THE CORPORATE SECRETARY OF INSIGHT ENTERPRISES, INC. OR BY SUBMITTING ANOTHER TIMELY PROXY BY TELEPHONE, INTERNET OR MAIL. IF YOU ARE PRESENT AT THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, AND THE PROXY WILL NOT BE USED. IF YOU HOLD SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE CHECK THE VOTING INSTRUCTIONS USED BY THAT BROKER OR CUSTODIAN.

INSIGHT ENTERPRISES, INC.

1305 West Auto Drive
Tempe, Arizona 85284

PROXY STATEMENT

2007 ANNUAL MEETING OF STOCKHOLDERS
November 12, 2007

     This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Insight Enterprises, Inc. Your vote is very important. For this reason, the Board of Directors is requesting that you allow your common stock to be represented at the annual meeting by the persons named as proxies on the enclosed proxy card. This proxy statement is being sent to you in connection with this request and has been prepared for the Board of Directors by our management. The terms “we,” “our,” “Insight” and “Company” refer to Insight Enterprises, Inc. and its subsidiaries. This proxy statement is first being sent to our stockholders on or about October 10, 2007.

GENERAL INFORMATION

PROPOSAL NO. 1

ELECTION OF DIRECTORS

     There are two Board nominees for re-election to our Board this year: Bennett Dorrance and Michael M. Fisher. Both are Class I directors and have served as directors since 2004 and 2001, respectively. David J. Robino was appointed as a Class I director on May 1, 2007 and will stand for election at the 2007 annual meeting of stockholders. Our other Class I director, Eric J. Crown, informed us on May 10, 2007 that he has decided not to stand for re-election to the Board and will retire from Board service upon the completion of his current term at the 2007 annual meeting of stockholders. Each of Messrs. Dorrance, Fisher and Robino qualify as an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15). Unless otherwise instructed, the proxy holders will vote for the election of Messrs. Dorrance, Fisher and Robino. Each of the nominees has agreed to be named in this proxy statement and to serve if elected.

     We know of no reason why any of the nominees would not be able to serve. However, if any nominee is unable or declines to serve as a director, or if a vacancy occurs before election (which events are not anticipated), the proxy holders will vote for the election of such other person or persons as are nominated by the Board.

     On May 2, 2007, Insight announced that Stanley Laybourne, its Chief Financial Officer, Treasurer and Secretary and a Class III director, is retiring from the Company and its Board and that the Company is conducting a search to fill the chief financial officer position. Mr. Laybourne will assist with the search and the transition and will be with Insight in his current role through the transition period.

     Information concerning each director nominee is set forth below, along with information about other members of our Board and about our executive officers.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR ELECTION OF THE NOMINEES

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

     Our Board currently consists of ten persons, divided into three classes serving staggered terms of three years. The terms of three Class I directors will expire at the 2007 annual meeting (if re-elected, their new terms will expire at the 2010 annual meeting). The terms of the Class II and Class III directors will expire at the 2008 and 2009 annual meetings, respectively. The names of our directors and executive officers, and information about them, are set forth below.

MEETINGS OF THE BOARD AND ITS COMMITTEES

     The Board of Directors held a total of twelve meetings during the year ended December 31, 2006. None of our directors attended fewer than 75% of the aggregate of Board and Committee meetings. The Board currently does not have a policy with regard to director attendance at the Company’s annual meeting of stockholders. However, five of the nine Board members attended the annual meeting of stockholders in April 2006. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, and all of these are standing committees.

     In addition to the standing committees, in September 2006, the Board appointed an Options Subcommittee, consisting of Mr. Dorrance and Ms. Pushor, to conduct an independent investigation of the Company’s historical stock option practices (“the stock option review”). The Options Subcommittee reported its findings to the Board in March 2007.

     The Board has determined that the following directors meet the independence requirements of the Marketplace Rules of the NASDAQ Stock Market: Mr. Dorrance; Mr. Fisher; Mr. Gunning; Mr. Jones; Ms. Pushor; and Mr. Robino. The independent directors hold executive sessions without management present on a quarterly basis and more often as they determine appropriate.

     The Executive Committee consists of Messrs. Timothy A. Crown, Richard A. Fennessy, Michael M. Fisher and Stanley Laybourne. Effective May 1, 2007, Mr. Crown was appointed Chairman of the Executive Committee. The Executive Committee is empowered to act on Board matters that arise between meetings of the full Board or matters that require immediate attention when a quorum of our Board can not be convened. The Executive Committee did not meet in 2006.

     The Audit Committee consists of Messrs. Fisher, Chairman, Jones and Ms. Pushor and met nine times in 2006. The Audit Committee assists the Board in fulfilling its responsibilities for generally overseeing our financial reporting processes and the audit of Insight’s consolidated financial statements, including the integrity of the consolidated financial statements and the system of internal control over financial reporting established by management, our compliance with legal and regulatory requirements, the qualifications and independence of the independent registered public accounting firm, the performance of our internal audit function with the Vice President of Internal Audit reporting directly to the Chairman and the independent registered public accounting firm, risk assessment and risk management, and finance and investment functions. In addition, the Audit Committee reviews and discusses the procedures undertaken in connection with their certifications with the Chief Executive Officer and the Chief Financial Officer. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee operates pursuant to a written charter, reviewed annually, adopted by the Audit Committee and approved by the Board. The charter may be viewed online on our website at www.insight.com by clicking on the “Highlights” tab under “Corporate Governance” in our “Investor Relations” section, which can be accessed in the drop down menu under “About Insight” on our welcome page.

     The Board has determined that the composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable Securities and Exchange Commission (“SEC”) rules and NASDAQ Marketplace Rules for audit committees. In particular, all Audit Committee members possess the required level of financial literacy, at least one member of the Audit Committee meets the current standard of requisite financial management expertise and our Board has determined that Mr. Fisher, the Chairman of the Audit Committee, is an “audit committee financial expert” as defined in Regulation S-K. Each member of the Audit Committee is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15). Our policy is to discourage related party transactions, and prior approval of the Audit Committee is necessary for an officer or director to enter into a related party transaction.

     In 2006, the Compensation Committee, which was composed of Messrs. Gunning, Chairman, Dorrance, Fisher and Jones, met nine times. On May 1, 2007, the composition of the Committee changed to Messrs. Robino, Chairman, Dorrance and Ms. Pushor. Each member of the Compensation Committee, as composed in 2006 and as is currently composed, is or was, as applicable, an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15), a “non-employee” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), and an “outside director” as defined by the Internal Revenue Service under the Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee is charged with:

	•		reviewing and approving the annual salary, cash incentive compensation, equity-based incentive compensation and other benefits, including perquisites and personal benefits, to be paid or awarded to directors and officers subject to the reporting requirements of Section 16(a) of the Exchange Act;
	•		reviewing and recommending to the Board new equity-based incentive compensation plans and changes to existing plans; and
	•		reviewing and discussing the Compensation Discussion and Analysis with management and recommending to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

     The Compensation Committee operates pursuant to a written charter, reviewed annually, in effect since April 2004, which may be viewed online on our website at www.insight.com by clicking on the “Highlights” link under “Corporate Governance” in our “Investor Relations” section, which can be accessed in the drop down menu under “About Insight” on our welcome page. See further information regarding the Compensation Committee’s responsibilities in the section entitled “Compensation Discussion and Analysis.”

     In 2006, the Nominating and Governance Committee consisted of Messrs. Jones, Chairman, Dorrance, Fisher, Gunning and Ms. Pushor and met four times during 2006. On May 1, 2007, the composition of the Committee changed to Messrs. Jones, Chairman, Dorrance, Gunning, and Robino. The Nominating and Governance Committee, which recommends candidates to be nominated for election as directors at our annual meeting, regularly assesses the appropriate size of the Board and regularly reviews corporate governance principles and related policies for approval by the Board. The Nominating and Governance Committee operates pursuant to a written charter, reviewed annually, which may be viewed online on our website at www.insight.com by clicking on the “Highlights” tab under “Corporate Governance” in our “Investor Relations” section, which can be accessed in the drop down menu under “About Insight” on our welcome page. Each member of the Nominating and Governance Committee is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

     The Nominating and Governance Committee is responsible for identifying, recruiting and evaluating candidates for the Board, when appropriate, and making recommendations to the Board regarding the membership of the committees of the Board. In evaluating Board candidates, the Nominating and Governance Committee does not have fixed requirements but will, instead, consider the breadth of business experiences and skills, prominence and reputation in their professions, their global business perspectives, concern for the long-term interests of the stockholders and personal ethics, integrity and judgment. The Nominating and Governance Committee from time to time engages the service of a professional search firm to identify and to evaluate potential nominees. Two of the nominees for directors being voted upon at the annual meeting, Mr. Dorrance and Mr. Fisher, are directors standing for re-election. The third nominee, Mr. Robino, was originally identified to the Nominating and Governance Committee by our Chief People Officer and was evaluated by the Nominating and Governance Committee as part of a formal search process. We have never received a recommendation for a director nominee from a stockholder who is not also a Board member or an employee. Our policy, however, would require that the Nominating and Governance Committee evaluate nominees recommended by stockholders in the same manner described above. Stockholders may propose director candidates for consideration by sending the name of any recommended candidate, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of our common stock to our Corporate Secretary at 1305 West Auto Drive, Tempe, Arizona 85284 in accordance with the provisions set forth under the heading “Stockholder Proposals” in this proxy statement.

     Stockholders wishing to communicate with the Board or with a Board member should address communications to the Board or the particular Board member, c/o Corporate Secretary, Insight Enterprises, Inc., 1305 West Auto Drive, Tempe, Arizona 85284. The Corporate Secretary will forward all such communication to the individual Board member or the Board, as appropriate.

COMPENSATION DISCUSSION AND ANALYSIS

     The purpose of this Compensation Discussion and Analysis is to provide information about each material element of compensation that we pay or award to, or that is earned by, our named executive officers. For 2006, our named executive officers were:

	•		Richard A. Fennessy, President and Chief Executive Officer;
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer;
	•		Mark T. McGrath, President, Insight North America/APAC;
	•		Stuart A. Fenton, President, Insight EMEA; and
	•		Gary M. Glandon, Chief People Officer.

     This Compensation Discussion and Analysis addresses and explains the numerical and related information contained in the summary compensation tables and includes actions regarding executive compensation that occurred after the end of 2006, including the award of discretionary bonuses related to 2006 performance, and the adoption of any new, or the modification of any existing, compensation programs.

     Executive Compensation Philosophy and Objectives

     Our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s strategy and core values of client service, respect and integrity. Our general philosophy of executive compensation is to offer total compensation, including base salaries, cash incentives and equity-based incentives, but to emphasize incentive compensation which will:

	•		be competitive in the marketplace;
	•		permit us to attract and retain highly qualified executives;
	•		encourage extraordinary effort on behalf of the Company;
	•		reward the achievement of specific financial, strategic and tactical goals by the Company and the individual executive which aligns the interests of management with the interests of our stockholders; and
	•		be financially sound.

     Compensation Consultants and Benchmarking

     The Compensation Committee utilizes internal resources, including our Chief People Officer, to help it carry out its responsibilities and has, from time to time, engaged independent consultants to assist it in fulfilling its responsibilities. The Compensation Committee has the authority to obtain advice and assistance from, and receives appropriate funding from us for, outside advisors as the Compensation Committee deems necessary to carry out its duties. During 2006, the Compensation Committee retained Towers Perrin, a global human resource consulting firm, as its independent compensation consultant to advise the Compensation Committee on all matters related to executive compensation and compensation programs in general. As such, Towers Perrin conducted a competitive analysis of the compensation for the most senior executives, including but not limited to the named executive officers, of the Company.

     The Towers Perrin analysis measured the competitiveness of the Company’s compensation relative to two groups of companies (the “comparison groups”). The comparison groups were chosen by Towers Perrin and approved by the Compensation Committee based upon primary characteristics such as similar business focus, labor market and size. Comparison Group One, which was considered to be the primary peer group, included nineteen publicly-traded product and service competitors and suppliers and other enterprises which may compete with the Company for executive talent. Comparison Group Two included twenty publicly-traded technology companies, many of which were significantly larger than Insight. Because of the large variance in size among the companies in Comparison Group Two, Towers Perrin adjusted the compensation data for the Comparison Group Two to reflect the revenue size of the Company. This size-adjusted data was used as a basis of comparison of compensation between Insight and the companies in Comparison Group Two. As neither group was limited to companies that are merely competitors or to those that are close comparisons in terms of sales and market capitalization, the Company does not consider these groups to be peer groups for other purposes. The specific companies included in the comparison groups are as follows:

Comparison Group One (the primary peer group)

Affiliated Computer Services, Inc.		CGI Group, Inc.		PetSmart, Inc.
Amazon.com, Inc.		IKON Office Solutions, Inc.		SYNNEX Corp.
Avnet Inc.		Ingram Micro, Inc.		Tech Data Corp.
BearingPoint, Inc.		Lexmark International, Inc.		Tellabs, Inc.
Bell Microproducts, Inc.		Office Depot, Inc.		Unisys Corp.
CACI International, Inc.		PC Connection, Inc.
CDW Corp.		Perot Systems Corp.

Comparison Group Two

Apple, Inc.		Hewlett-Packard Co.		The Reynolds and Reynolds Co.
Ceridian Corp.		International Business Machines Corp.		Sabre Holdings Corp.
Dell Inc.		IKON Office Solutions, Inc.		Seagate Technology
Dendrite International, Inc.		Intel Corp.		Sun Microsystems, Inc.
Electronic Data Systems Corp.		Lexmark International, Inc.		Unisys Corp.
EMC Corp. (Mass)		Microsoft Corp.		Xerox Corp.
HLTH Corp.		National Semiconductor Corp.

     The Towers Perrin study provided the Compensation Committee with compensation data for base salary, annual cash incentives and long-term incentive compensation for each comparison group. The study generally concluded that, with respect to total compensation, the Company is positioned below the median of each of the comparison groups. With respect to total cash compensation, which includes base salaries and incentive compensation, the Towers Perrin study generally concluded that the Company is competitive based on comparison group analysis. However, this conclusion was driven primarily by above target performance in 2006 incentive compensation, while base salaries were noted to be below market. With respect to long-term incentive compensation, Towers Perrin generally concluded that our equity-based incentive compensation plan, including the use of performance-based RSUs and the target level of grants to each executive, is competitive with market practices. The Towers Perrin report was delivered to the Compensation Committee in December 2006, and, accordingly, the Committee used the report, in addition to other relevant sources of information, such as past studies and existing pay levels, internal pay equity considerations and other publicly available information about trends in executive compensation, in setting compensation for executives for 2007. Additionally, Towers Perrin advised the Compensation Committee and the Company regarding executive compensation programs generally and provided advice on trends in compensation. The Committee anticipates that it will undertake similar periodic reviews in the future and that it will use the services of outside consultants for similar services in the future.

     Compensation Programs Design

     The principal components of compensation for named executive officers are:

	•		base salary and benefits;
	•		short-term cash incentive compensation;
	•		long-term equity-based incentive compensation; and
	•		severance and change in control plans.

     A significant percentage of total compensation is allocated to incentive compensation as a result of the executive compensation philosophy and objectives discussed above. There is no pre-established policy or target for the allocation between either cash or equity or short-term or long-term incentive compensation. Rather, the different elements of compensation are designed to support and encourage varying behaviors, as described below:

     Base Salary and Benefits

     Base salary and benefits are designed to attract and retain executives by providing a fixed compensation based on competitive market practice. This component of compensation is designed to reward an executive’s core competency in the role relative to skills, experience and expected contributions to the Company.

     The Compensation Committee reviews base salaries annually and targets base pay for executive officers at or near the median of the comparison groups and adjusts, as appropriate, for tenure, performance and variations in actual position responsibilities from position descriptions in the comparison groups. The Towers Perrin study concluded that base salary levels for executive officers were generally below the median levels of both comparison groups. As a result, on January 24, 2007, the Compensation Committee approved certain increases in executive base salaries; although the Compensation Committee increased Mr. Fennessy’s base salary by less than one percent, preferring instead to emphasize performance-based compensation by increasing his target cash incentive compensation. The approved 2007 salaries, as compared to 2006 salaries, include the following for named executive officers:

	•		Richard A. Fennessy, President and Chief Executive Officer – $700,000 (2006 – $695,000);
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – $375,000 (2006 – $350,000);
	•		Mark T. McGrath, President, Insight North America/APAC – $375,000 (2006 – $325,000);
	•		Stuart A. Fenton, President, Insight EMEA – $419,0001 (2006 – $370,4002); and
	•		Gary M. Glandon, Chief People Officer – $255,000 (2006 – $235,000).

     Our named executive officers participate in employee benefit plans generally available to our employees, including medical, health, life insurance and disability plans. Our named executive officers are also eligible to participate in the Company’s 401(k) plan, and receive Company matching contributions, which are generally available to our employees. Mr. Fenton also receives an automobile allowance, which is a benefit generally available to the management team in the United Kingdom, where Mr. Fenton resides.

These benefits are part of our broad-based total compensation programs offered in the geography in which each of the executives resides.

     Short-Term Cash Incentive Compensation

     The Compensation Committee views cash incentive compensation as a means of closely tying a significant portion of the total potential annual cash compensation for executives to the financial performance of the Company or the portion of the Company for which the executive has management responsibility. Our cash incentive compensation plans are designed to reward individuals for the achievement of certain defined quarterly financial objectives of the Company, as well as annual individual or Company financial, strategic and tactical objectives, or both. The financial objectives and performance goals are approved by the Compensation Committee and are set at the beginning of the year. These objectives and goals are integrated into the management cash incentive plans throughout the organization to foster a team environment where the entire Company is focused on the same set of objectives and goals.

     The Compensation Committee annually reviews financial objectives, performance goals and target cash incentive compensation. The Compensation Committee targets cash incentive compensation for executive officers at or near the median of the comparison groups and adjusts, as appropriate, for tenure, performance and variations in actual position responsibilities from position descriptions in the comparison groups. The Towers Perrin study generally concluded that the Company’s cash incentive compensation is competitive based on comparison group analysis.

     2006 Cash Incentive Plan

     Under the 2006 Cash Incentive Plan, Messrs. Fennessy, Laybourne, Fenton, McGrath and Glandon earned cash incentive compensation based on achievement of financial objectives against targeted amounts for the Company or their respective business units, with payout varying with financial performance levels below and above target levels (awards were discretionary over or below specified levels). The target cash incentive amount was based on achievement of non-GAAP quarterly operating margin percentages (non-GAAP quarterly operating margin is defined under the plan as the quarterly operating margin modified for any adjustments which are reflected in the tabular reconciliation of financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) to non-GAAP financial measures in the quarterly press releases of the results of operations of the Company), paid quarterly, and on achievement of annual revenue growth, paid annually. For Mr. Glandon only, a portion was also paid quarterly and based on performance against quarterly performance goals. Due to the over-achievement of financial goals, the actual 2006 incentive cash compensation for the named executive officers was paid out at amounts higher than target as follows:

	•		Richard A. Fennessy, President and Chief Executive Officer – $1,397,553 (target – $1,203,750);
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – $900,646 (target – $775,750);
	•		Mark T. McGrath, President, Insight North America/APAC – $528,418 (target – $465,985);
	•		Stuart A. Fenton, President, Insight EMEA – $179,8801 (target – $183,3002); and
	•		Gary M. Glandon, Chief People Officer – $163,546 (target – $144,450);

     Additionally, on February 15, 2007, the Compensation Committee also approved the following discretionary cash bonuses for 2006 for the named executive officers:

	•		Richard A. Fennessy, President and Chief Executive Officer – $150,000;
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – $80,000;
	•		Mark T. McGrath, President, Insight North America/APAC – $50,000;
	•		Stuart A. Fenton, President, Insight EMEA – $78,3411; and
	•		Gary M. Glandon, Chief People Officer – $15,000.

     In determining the amount of these discretionary bonuses, the Compensation Committee considered the additional responsibilities and projects assumed by these individuals during 2006, their performance in these roles and their overall cash compensation. In particular, their efforts in connection with the divestiture of Direct Alliance and the acquisition and integration of Software Spectrum, Inc. were considered. These amounts are in addition to incentives paid pursuant to the 2006 Cash Incentive Plan discussed above.

     2007 Cash Incentive Plan

     For 2007, the Compensation Committee retained its stance of increasing the emphasis on cash incentive compensation relative to base salary and, accordingly, set cash incentive plans for executive officers such that a significant portion of total compensation would be awarded through cash incentives if performance measures were met. Annual financial performance targets were set in conjunction with the annual budget process and were considered to be a challenge, but potentially achievable given the tactical and strategic plans that have been developed. The specific levels of performance have not been communicated externally and involve confidential, commercial information disclosure of which could result in competitive harm to the Company. Based on the Company’s financial performance during 2007 to date, it appears very likely that the target performance measures will be met or exceeded for 2007. The total target cash incentive compensation for 2007 will be based 60% on earnings from operations of the Company or the executives’ respective business units, to be determined and paid quarterly against a sliding scale with a minimum payout of zero and a maximum payout at 145% of the earnings from operations target. The remaining 40% of the target cash incentive compensation will be based on achievement against annual performance goals, with the Nominating and Governance Committee measuring the performance of the Chief Executive Officer of the Company and the Compensation Committee determining pay based on the results of that review and the balance of the performance measurements being determined by the Chief Executive Officer. The Compensation Committee may also make discretionary awards outside of the plan if performance goals are exceeded.

     The Compensation Committee continued efforts in 2007 to adjust cash incentive structures to yield cash incentive compensation and total cash compensation closer to amounts at or above the median of both comparison groups. As such, the Compensation Committee initiated a concerted effort to align the basis of compensation over the entire senior management team and remained committed to providing overall compensation for the entire team of named executive officers that is competitive with total cash compensation offered in the market assuming performance measures are met. In determining the amount of target cash incentive compensation for 2007, the Compensation Committee considered the results of the Towers Perrin study and the additional scope and responsibilities assumed by these individuals during 2006, primarily as a result of the acquisition of Software Spectrum, Inc. On January 24, 2007, the Compensation

Committee approved the 2007 target cash incentive compensation plan for named executive officers. The approved 2007 target cash incentive compensation, as compared to 2006 target cash incentive compensation, includes the following for named executive officers:

	•		Richard A. Fennessy, President and Chief Executive Officer – $1,400,000 (2006 target – $1,203,750);
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – $800,000 (2006 target – $775,750);
	•		Mark T. McGrath, President, Insight North America/APAC – $500,000 (2006 target – $465,985);
	•		Stuart A. Fenton, President, Insight EMEA – $241,0001 (2006 target – $183,3002); and
	•		Gary M. Glandon, Chief People Officer – $155,000 (2006 target – $144,450).

     Long-Term Equity-Based Incentive Compensation

     The Compensation Committee views long-term equity-based compensation as a critical component of the overall executive compensation program. The principle objectives for long-term equity-based compensation are to:

	•		enhance the link among Company performance, the creation of stockholder value and long-term incentive compensation;
	•		facilitate increased equity ownership by executives;
	•		encourage retention through use of multiple-year vesting periods; and
	•		provide competitive levels of total compensation to executive officers.

     Long-term equity-based incentives are currently issued in the form of service and performance-based RSUs. The performance-based RSUs are awarded for achieving threshold levels of financial performance with greater numbers of shares awarded for higher levels of financial performance. If the Company’s financial performance does not meet or exceed a set performance threshold, no performance-based RSUs are awarded. The performance-based RSUs are issued with a three-year vesting period and the number of RSUs issued is based on the Company’s performance against pre-defined annual key financial performance metrics (diluted EPS for 2006 and 2007). To encourage overachievement of targets, significant upside exists related to the number of RSUs ultimately issued. The three-year vesting period is designed to encourage continued employment with the Company. All grants of equity-based compensation are currently made under the Company’s the 1998 LTIP.

     The Compensation Committee reviews target equity-based incentive compensation annually and targets equity-based incentive compensation for executive officers at or near the median of the comparison groups. With respect to long-term incentive compensation, Towers Perrin generally concluded that our equity-based incentive compensation plan, including the use of performance-based RSUs and the target level of grants to each executive, is competitive with market practices.

     In order to link equity-based incentive compensation more closely to annual performance and to continue to align the interests of management and stockholders and, in part, in light of changing market expectations, the Compensation Committee adopted a practice of initiating annual grants of equity-based

incentive compensation awards to executives early in the year (as opposed to later in the year or periodically throughout the year) in connection with the annual budgeting process. Also, early in the year, the Compensation Committee will approve a pool of shares from which the Chief Executive Officer may make annual RSU program grants, as well as discretionary or new hire RSU grants throughout the year, or both, to individuals other than individuals who are subject to the reporting requirements of Section 16(a) of the Exchange Act. The pool of RSUs is based on the recommendation of management and review of the overall equity compensation expense expected to be recorded in current and future years in the consolidated financial statements.

     2006 Equity-Based Incentive Plan

     For 2006, target RSUs granted to executive officers were 60% performance-based and 40% service-based. The number of RSUs under the performance-based grants increased or decreased with actual non- GAAP EPS (non-GAAP EPS is defined under the plan as EPS modified for any adjustments which are reflected in the tabular reconciliation of financial measures prepared in accordance with United States GAAP to non-GAAP financial measures in the quarterly press releases of the results of operations of the Company), greater or less than target EPS, with a minimum number of zero and a maximum number of 150% of the target award. The Compensation Committee also has the ability to make discretionary awards outside of the plan, although no discretionary awards were made to the named executive officers during 2006 or as a result of 2006 performance. The RSUs vest in three equal annual installments beginning February 1, 2007.

     Due to the over-achievement of 2006 actual EPS, as compared to target EPS, the 2006 total number of RSUs, which included both service-based and performance-based RSUs, granted to the named executive officers, as compared to 2006 target awards, was as follows:

	•		Richard A. Fennessy, President and Chief Executive Officer – 44,800 (target – 40,000);
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – 33,600 (target – 30,000);
	•		Mark T. McGrath, President, Insight North America/APAC – 33,600 (target – 30,000);
	•		Stuart A. Fenton, President, Insight EMEA – 24,600 (target – 22,000); and
	•		Gary M. Glandon, Chief People Officer – 16,800 (target – 15,000).

     2007 Equity-Based Incentive Plan

     Target RSUs granted to executive officers on February 14, 2007 were 100% performance-based. The number of RSUs under the performance-based grants increases or decreases with actual EPS (for the fiscal year ending December 31, 2007, on a consolidated non-GAAP diluted basis with non-GAAP EPS being defined under the plan as the actual 2007 EPS from continuing operations excluding any expenses in 2007 related to the stock option review in excess of budgeted amounts) greater or less than target EPS, with a minimum number of zero and a maximum number of 130% of the target award. Annual financial performance targets are set in conjunction with the annual budget process and are considered to be a challenge, but potentially achievable given the tactical and strategic plans that have been developed. The Compensation Committee may also make discretionary awards outside of the Plan if performance goals are exceeded. Any performance-based RSUs that are awarded will vest in three equal installments beginning February 14, 2008.

     In determining the amount of target equity-based incentive compensation for 2007, the Compensation Committee considered the results of the Towers Perrin study and the additional scope and responsibilities assumed by these individuals during 2006, primarily as a result of the acquisition of Software Spectrum, Inc.

The 2007 performance-based RSUs, granted on February 14, 2007, included the following target awards for named executive officers, as compared to 2006 target awards:

	•		Richard A. Fennessy, President and Chief Executive Officer – 50,000 (2006 target – 40,000);
	•		Stanley Laybourne, Chief Financial Officer, Secretary and Treasurer – 37,500 (2006 target – 30,000);
	•		Mark T. McGrath, President, Insight North America/APAC – 37,500 (2006 target – 30,000);
	•		Stuart A. Fenton, President, Insight EMEA – 27,500 (2006 target – 22,000); and
	•		Gary M. Glandon, Chief People Officer – 18,750 (2006 target – 15,000).

     Severance and Change in Control Plans

     Severance and change in control plans are designed to facilitate the Company’s ability to attract and retain executives as the Company competes for talented employees in a marketplace where such protections are commonly offered. Severance benefits provide benefits to ease an executive’s transition due to an unexpected employment termination by the Company due to changes in the Company’s employment needs. Change in control benefits encourages executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. See further detail under the section entitled “Employment Agreements, Severance and Change in Control Plans.”

     Perquisites

     We provide our executive officers with relatively limited perquisites that we believe are reasonable and in the best interests of Insight and its stockholders. In 2006, Mr. Fenton was provided with an automobile allowance, which is a benefit generally available to the management team in the United Kingdom, where Mr. Fenton resides. These benefits are part of our broad-based total compensation programs offered in the geography in which each of the executives resides. The value of aggregate perquisites to named executive officers did not exceed $10,000 for any individual named officer, except Mr. Fenton.

     Stock Ownership Guidelines

     On February 15, 2007, the Board, upon the recommendation of the Compensation Committee, adopted stock ownership guidelines that:

	•		are designed to align the interests of key executives, Board members and stockholders;
	•		provide a five-year transition period to reach ownership guidelines; and
	•		define which ownership interests will count towards the guidelines.

     The guidelines specify that, as of each January 1, each executive and each Board member is expected to hold Insight shares at least equal to a multiple of his or her annual base salary or annual amount of the quarterly board retainer. For the President and Chief Executive Officer, two times annual base salary is required, for all other Executives, one times annual base salary is required, and for Board members, two times annual base retainer is required. Failure to meet or to show sustained progress toward meeting the Stock Ownership Guidelines may result in a reduction in future long term incentive grants and also may result in a requirement to retain either a percentage of or all stock attained through Company grants of equity until the Stock Ownership Guidelines are attained.

     Role of Executives in the Compensation Setting Process.

     The Compensation Committee has the overall responsibility for approving the cash based incentive compensation for the officers subject to the reporting requirements of Section 16(a) of the Exchange Act. To facilitate this process, the Chief Executive Officer and Chief People Officer prepare and present information and recommendations to the Committee for review, consideration and approval.

     With respect to compensation of all other teammates, the Committee functions in an oversight role as these decisions are considered the responsibility of management. With respect to equity-based compensation, the Committee approves the pool of available shares from which all grants of equity-based awards are made. Similar to cash based incentive compensation, for all officers subject to the reporting requirements of Section 16(a) of the Exchange Act, the Chief Executive Officer and Chief People Officer prepare and present information and recommendations to the Committee for review, consideration and approval of the equity-based awards by the Compensation Committee. For all other teammates, management is responsible for recommending to the Committee the persons to receive grants and the nature and size of the proposed equity-based awards.

     The Chief Executive Officer does not have the ability to call Compensation Committee meetings and does not attend Compensation Committee meetings when his compensation is discussed. During 2006, the Chief Executive Officer did not meet with Towers Perrin outside Compensation Committee meetings or retain any other compensation consultant.

     Chief Executive Officer Compensation

     The Compensation Committee determines compensation for the Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater performance-based opportunities for short-term and long-term incentive compensation (cash and equity, respectively). The Nominating and Governance Committee meets each year in executive session to evaluate the performance of the Chief Executive Officer, and the Compensation Committee sets the compensation of the Chief Executive Officer following that performance review.

     2006 and Prior

     Mr. Fennessy joined the Company in November 2004, and, at that time, the Compensation Committee set a base salary for Mr. Fennessy at $695,000, the salary of Mr. Fennessy’s predecessor. No change in base salary was made during 2005 or 2006. Additionally, at the time Mr. Fennessy joined the Company, the Compensation Committee decided that it was important to provide Mr. Fennessy with equity compensation in the form of stock options and restricted stock in order to motivate and reward him for long-term strategic management of the Company and increases in stockholder value, and the Committee committed to making those awards in his employment agreement. Accordingly, and pursuant to his employment agreement, upon his hire date, he received a grant of options to acquire 500,000 shares of our common stock. In January 2005, he received a grant of options to acquire 250,000 shares of our common stock and a grant of 75,000 shares of restricted stock. As discussed above, Mr. Fennessy also received:

	•		along with other executive officers, a grant of stock options to acquire 100,000 shares of our common stock in May 2005;
	•		grants of RSUs (16,000 target service-based RSUs and 24,000 target performance-based RSUs based on achievement of non-GAAP EPS targets defined under the plan as EPS modified for any adjustments which are reflected in the tabular reconciliation of financial measures prepared in accordance with GAAP to non-GAAP financial measures in the quarterly press releases of the results of operations of the Company) in January 2006; and

•

the opportunity to receive cash incentive compensation based on non-GAAP quarterly operating margin percentages (non-GAAP quarterly operating margin is defined under the plan as the quarterly operating margin modified for any adjustments which are reflected in the tabular reconciliation of financial measures prepared in accordance with GAAP to non-GAAP financial measures in the quarterly press releases of the results of operations of the Company), and annual net sales growth under the 2006 Cash Incentive Plan.

     As noted above, for 2006, Mr. Fennessy earned the following cash compensation and equity awards under the 2006 compensation programs:

	•		base salary – $695,000;
	•		cash incentive compensation – $1,547,553 (includes a discretionary bonus of $150,000); and
	•		number of service-based and performance-based RSUs – 44,800.

     2007

     For 2007, the Compensation Committee approved the following target cash compensation and target equity awards for Mr. Fennessy:

	•		base salary – $700,000;
	•		target cash incentive compensation – $1,400,000; and
	•		target number of performance-based RSUs – 50,000.

     Mr. Fennessy’s 2007 salary was increased from $695,000 to $700,000, the first increase in base salary since Mr. Fennessy joined the Company in November of 2004.

     As discussed above, and consistent in design with the other named executive officers, the total 2007 target cash incentive compensation of $1,400,000 for Mr. Fennessy will be based $840,000 (i.e., 60%) on earnings from operations, to be determined and paid quarterly against a sliding scale with a minimum payout of zero and a maximum payout of 145% of the earnings from operations target award. The remaining $560,000 (i.e., 40%) of the target cash incentive compensation will be based on achievement against annual performance goals, with the Nominating and Governance Committee measuring the performance of Mr. Fennessy and the Compensation Committee determining pay based on the results of that review. Mr. Fennessy’s annual performance goals are determined at the beginning of the year and include financial, strategic and tactical goals that both Mr. Fennessy and the Board agree are important to drive the Company’s success. As discussed above, annual financial performance targets are set in conjunction with the annual budget process and are considered to be challenging, but potentially achievable given the tactical and strategic plans that have been developed. The Compensation Committee may also make discretionary awards outside of the plan if performance goals are exceeded.

     The number of RSUs under the performance-based grants increases or decreases from the target amount of 50,000 with actual EPS (for the fiscal year ending December 31, 2007, on a consolidated non-GAAP diluted basis defined under the plan as the actual 2007 EPS from continuing operations excluding any expenses in 2007 related to the stock option review in excess of budgeted amounts) greater or less than target EPS, with a minimum number of zero and a maximum number of 130% of the target award. The Compensation Committee may also make discretionary awards outside of the plan if performance goals are exceeded. The RSUs will vest in three equal annual installments beginning February 14, 2008.

Tax and Accounting Considerations

     Deductibility of Executive Compensation

     Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally prohibits a public company from taking an income tax deduction for compensation over one million dollars paid to the Chief Executive Officer and its four other highest paid executive officers unless certain conditions are met. While the anticipated tax treatment of base and incentive compensation is given some weight in making compensation decisions, the Compensation Committee has not adopted a policy of limiting awards of compensation to amounts that would be deductible under Section 162(m) because the Compensation Committee believes that awards of compensation which would not comply with the Section 162(m) requirements may at times further the long-term interests of the Company and its stockholders. The Compensation Committee believes that it is important to maximize the corporate tax deductibility of executive compensation. Therefore, to ensure deductibility of payments made in the future, the Company is seeking stockholder approval of its 2007 Omnibus Plan, as described in Proposal #2 below.

     Accounting for Stock-Based Compensation

     Effective January 1, 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment,” (“SFAS No. 123R”). Under the fair value recognition provisions of SFAS No. 123R, we recognize stock-based compensation based on the fair value at the grant date net of an estimated forfeiture rate and only recognize compensation expense for those shares expected to vest over the requisite service period of the award.

COMPENSATION COMMITTEE REPORT

     Based on the Compensation Committee’s review of the above Compensation Discussion and Analysis and discussions with management, the Compensation Committee recommends that the Board include the Compensation Discussion and Analysis in this proxy statement for the annual meeting on November 12, 2007.

     Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that incorporate future filings, including this proxy statement, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.

COMPENSATION COMMITTEE:

Larry A. Gunning, Chairman		Bennett Dorrance
Robertson C. Jones		Michael M. Fisher

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the Compensation Committee was at any time during 2006 or at any other time an officer or employee of Insight, and no member had any relationship with Insight requiring disclosure under Item 404 of Regulation S-K.  No executive officer of Insight has served on the Board or Compensation Committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee of Insight during the 2006 fiscal year.

PROPOSAL NO. 2

APPROVAL OF THE INSIGHT ENTERPRISES, INC. 2007 OMNIBUS PLAN

     We are asking stockholders to approve the Insight Enterprises Inc. 2007 Omnibus Plan (the “2007 Plan”). Our Board of Directors adopted the 2007 Plan on October 1, 2007, subject to stockholder approval. On the effective date of the 2007 Plan, 4,250,000 new shares of common stock will be reserved for issuance under the 2007 Plan.

     In addition to reserving for issuance 4,250,000 shares, the 2007 Plan also includes updated provisions relating to performance goals and treatment of equity compensation in a change in control, among other things. Based on our estimated usage rate for these shares, we currently anticipate depleting the shares reserved under our existing equity compensation plans by the end of fiscal year 2011. We anticipate that the 4,250,000 shares for which we are seeking stockholder approval will provide sufficient shares for our equity compensation program through fiscal year 2010, and that we will need to seek stockholder approval for additional shares at the 2010 annual stockholders meeting. In order to have an appropriate range of equity incentives to create incentives for our current management team and recruit, hire and retain the top talent that we will require to successfully execute our business strategy, the Board believes that we must replace our prior incentive plans with the 2007 Plan and reserve the 4,250,000 new shares of common stock for issuance under the 2007 Plan.

     As of August 31, 2007, there were 2,260,559 shares of common stock reserved for issuance, but not subject to outstanding awards, under our 1998 Long Term Incentive Plan (the “1998 LTIP”). The 1998 LTIP authorizes the Board to reserve for issuance additional shares such that the number of shares of common stock remaining available for grant under the 1998 LTIP and any of our other option plans, plus the number of shares of common stock granted but not yet exercised under the 1998 LTIP and any of our other option plans, shall be the maximum number of shares that does not exceed 20% of the outstanding shares of our common stock at the time of calculation of the additional shares. On October 1, 2007, the Board capped the number of shares reserved for future issuances under the 1998 LTIP at 1,500,000 shares, and will not exercise its authority under the 1998 LTIP to increase this amount going forward.

     The following table sets forth information regarding awards granted and earned, the rate for each of the last three fiscal years and the average run rate over the last three years.

		Year Ended December 31,												3-Year
		2006				2005				2004				Average
Stock option awards granted			—				1,684,370				3,341,326
Service-based restricted stock unit awards granted			402,880				130,000				—
Actual performance-based restricted stock units earned			—				—				—
Common shares outstanding at fiscal year end			48,868,054				47,736,479				49,403,291
Run rate			0.82	%			3.80	%			6.76	%			3.80	%

     If the 2007 Plan is approved by our stockholders, the 1998 LTIP will be suspended, and no additional awards will be made under the 1998 LTIP. If the 2007 Plan as proposed is not approved by our stockholders, awards will continue to be made under the 1998 LTIP and the 1998 LTIP will remain in effect.

     As of August 31, 2007, there are 434,417 shares of common stock reserved for issuance, but not subject to outstanding awards, under our 1998 Restricted Stock Plan, 490 shares of common stock reserved for issuance, but not subject to outstanding awards, under our 1998 Officer Restricted Stock Plan and 855,199 shares of common stock reserved for issuance, but not subject to outstanding awards, under our 1999 Broad Based Plan. As of October 1, 2007, the 1998 Restricted Stock Plan, the 1998 Officer Restricted Stock Plan and the 1999 Broad Based Plan have been suspended, and no additional awards may be granted under such plans.

     As of September 21, 2007 (the record date for our meeting), we had 3,526,438 options outstanding with a weighted average exercise price of $19.3663 and a weighted average life of 2.17 years and had 1,263,119 full-value awards (restricted stock and restricted stock units) outstanding.

     As of August 31, 2007, approximately 1,100 of our employees were participating in the 1998 LTIP. As of August 31, 2007, a total of 1,270,715 shares of common stock were subject to outstanding awards under the 1998 LTIP and the 1999 Broad Based Plan.

     A copy of the 2007 Plan is attached to this proxy statement as Annex A. The following description of the 2007 Plan is a summary and is not intended to be a complete description of the 2007 Plan. Please read the 2007 Plan attached to this proxy statement as Annex A for more detailed information.

Description of 2007 Plan

     Purpose

     The purpose of the 2007 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of Insight by providing them with the opportunity to acquire a proprietary interest in Insight and to align their interests and efforts to the long-term interests of Insight’s stockholders.

     Administration

     The 2007 Plan will be administered by our Board of Directors or the Compensation Committee of our Board of Directors, or any other committee appointed by the Board to administer the 2007 Plan. The Compensation Committee has the full and exclusive discretionary authority to construe and interpret the 2007 Plan and the rights granted under it and to establish rules and regulations for the administration of the 2007 Plan. The Compensation Committee may delegate to one or more of our officers, within limits prescribed by the Board of Directors or the Compensation Committee, the right to grant awards with respect to participants who are not officers or directors.

     Eligibility

     Awards may be granted under the 2007 Plan to employees, officers, directors, consultants, agents, advisors and independent contractors of Insight or any related company. As of August 31, 2007, approximately 5,100 employees and officers were eligible to participate in the 2007 Plan.

     Types of Awards

     The 2007 Plan permits the granting of any or all of the following types of awards: (1) incentive and nonqualified stock options; (2) stock appreciation rights; (3) stock awards, restricted stock and stock units; (4) performance shares and performance units conditioned on meeting performance criteria; and (5) other stock or cash-based awards.

     Stock Options. Stock options entitle the holder to purchase a specified number of shares of our common stock at a specified price, which is called the exercise price, subject to the terms and conditions of the option grant. The exercise price of stock options under the 2007 Plan must be at least 100% of the fair market value of our common stock on the grant date. Alternatively, if the Compensation Committee so determines in its sole discretion, the Compensation Committee may establish an exercise price equal to the average of the fair market value of our common stock over a period of up to 30 trading days. The Compensation Committee will fix the term of each option. Each option will be exercisable at such time or times as determined by the Compensation Committee. Options may be exercised, in whole or in part, by payment in full of the purchase price either in cash, delivery of shares of common stock (including shares covered by the option being exercised) or delivery of other consideration, or by any combination of cash, stock and other consideration as may be determined by the Compensation Committee. Options may also be exercised by means of a broker-assisted cashless exercise.

     After termination of service, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the option agreement.

     Stock Appreciation Rights (“SARs”). SARs may be granted alone (“freestanding”) or in addition to a specific option granted under the 2007 Plan. Upon exercise of a SAR, the holder is entitled to receive the excess of the fair market value of the shares for which the right is exercised over the grant price of the SAR. The Compensation Committee may impose any conditions or restrictions on the exercise of an SAR as it deems appropriate; however, under the 2007 Plan the grant price of a freestanding SAR generally will be determined in the same manner as the grant price for options granted under the 2007 Plan, and the term will be ten years or such shorter period as set by the Compensation Committee. Payment upon exercise of an SAR will be in cash, stock, other property or any combination of cash, stock or other property as determined by the Compensation Committee and set forth in the instrument evidencing the award. Any related option will no longer be exercisable to the extent the SAR has been exercised, and the related SAR will generally be canceled to the extent the option has been exercised.

     Stock Awards, Restricted Stock and Stock Units. Awards of shares of stock, or awards designated in units of stock, may be granted under the 2007 Plan. These awards may be made subject to forfeiture restrictions at the Compensation Committee’s discretion, and the Compensation Committee may waive any such restrictions at any time in its sole discretion. Until the lapse of any such restrictions, recipients may not dispose of their restricted stock.

     Performance Awards. Performance awards may be in the form of performance shares, which are units valued by reference to shares of stock, or performance units, which are units valued by reference to property other than stock. Performance shares or performance units may be payable upon the attainment of performance criteria and other terms and conditions as established by the Compensation Committee, and the amount of any payment may be adjusted on the basis of such further consideration as the Compensation Committee determines. Performance awards may be paid entirely in cash, stock or other property, or in any combination of those, at the discretion of the Compensation Committee.

     Other Stock- or Cash-Based Awards. The Compensation Committee is also authorized to grant to participants under the 2007 Plan, either alone or in addition to other awards granted under the 2007 Plan, incentives payable in cash or in shares of common stock subject to terms and conditions determined by the Compensation Committee.

     Shares subject to the 2007 Plan

     Number of Shares Reserved for Issuance. The 2007 Plan authorizes the issuance of up to 4,250,000 shares of common stock. Shares of common stock covered by an award granted under the 2007 Plan will not be counted as used unless and until they are actually issued and delivered to a participant. Shares relating to awards granted under the 2007 Plan that are forfeited, settled for cash or otherwise terminated, and shares withheld by or tendered in connection with the exercise of an option or other award granted under the 2007 Plan or in connection with the satisfaction of tax withholding obligations relating to awards or exercises of options or other awards, will become available for issuance under the 2007 Plan. Awards made or adjusted to assume or convert awards in connection with acquisition transactions will not reduce the number of shares authorized for issuance under the 2007 Plan. The shares of stock deliverable under the 2007 Plan will consist of authorized and unissued shares. The Compensation Committee may adjust the aggregate number of shares or the number of shares subject to awards under the plan in the event of a change affecting shares of our common stock, such as stock dividends, recapitalization, reorganization or mergers.

     Limitations on Use of Shares Subject to the 2007 Plan. The 2007 Plan contains limitations on the number of shares of common stock that may be awarded in any one year to certain participants, and on the aggregate maximum number of shares of common stock that can be awarded under certain types of awards. The Compensation Committee may not make awards under the 2007 Plan to any single participant who is a “covered employee” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) in any calendar year that relate to more than 500,000 shares of common stock, except that the Compensation Committee may make an additional one-time award to a newly hired or promoted covered employee relating to up to 1,000,000 shares of common stock. In addition, the Compensation Committee may not grant performance units to any single covered employee in any one calendar year with a maximum dollar value greater than $10 million. With respect to 90% of the shares authorized for issuance under the 2007 Plan, the Compensation Committee may only make awards, other than awards of options or stock appreciation rights and awards to nonemployee directors, that have at least a minimum forfeiture restriction that lapses based on (1) the accomplishment of performance goals with a performance period of at least one year or (2) continuous service for at least a three-year period, and the Compensation Committee may not cancel, waive or amend these restrictions other than in the event of death, disability, retirement, or a company transaction, change in control, sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of Insight.

     Nonassignability of Awards

     Unless the Compensation Committee determines otherwise, no award granted under the 2007 Plan may be sold, assigned, transferred, pledged or otherwise encumbered by a participant, other than by will, by designation of a beneficiary in a manner established by the Compensation Committee or by the laws of descent and distribution. Each award may be exercisable only by the participant.

     Amendment and Termination

     Unless earlier terminated by the Board of Directors or the Compensation Committee, the 2007 Plan will terminate ten years from its effective date. The Board of Directors or the Compensation Committee may generally amend, suspend or terminate all or a portion of the 2007 Plan at any time, as long as the rights of a participant are not materially impaired, without the participant’s consent, subject to stockholder approval to

the extent necessary to comply with applicable law, stock exchange rule or regulatory requirements or, as determined by the Compensation Committee, to qualify with tax requirements. The Compensation Committee may amend the terms of any award granted, prospectively or retroactively, but cannot materially impair the rights of any participant without the participant’s consent. The Compensation Committee may not reprice options or SARs without stockholder approval. Also, generally, no change or adjustment may be made to an outstanding incentive stock option, without the consent of the participant, that would cause the incentive stock option to fail to continue to qualify as an incentive stock option under the Code.

     Performance-Based Compensation Under Section 162(m)

     Under Section 162(m) of the Code, we are generally prohibited from deducting compensation paid to our Chief Executive Officer and our four other most highly compensated executive officers in excess of $1,000,000 per person in any year. However, compensation that qualifies as performance-based is excluded for purposes of calculating the amount of compensation subject to the $1,000,000 limit. In general, the Compensation Committee determines the terms and conditions of awards. If the Compensation Committee intends to qualify an award as “qualified performance-based compensation” under Section 162(m) of the Code, the performance goals it may choose include any or all of the following or any combination: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary items, restructuring charges or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total stockholder return; cost control; strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; customer satisfaction, employee satisfaction, services performance; or cash management or asset management metrics. Performance goals may be stated in absolute terms or relative to the performance of comparison companies. Performance goals may relate to the performance of Insight as a whole or any business unit of Insight, as determined by the Compensation Committee. The Compensation Committee shall have absolute discretion to reduce the amount of the award payable to any participant for any period below the maximum award determined based on the attainment of performance goals. The Compensation Committee may waive the achievement of applicable performance goals except in the case of death or disability of a participant.

     The Compensation Committee may also provide in any award that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: asset write-downs; litigation or claim judgments or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; any reorganization and restructuring programs; extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to stockholders for the applicable year; acquisitions or divestitures; foreign exchange gains and losses; and gains and losses on asset sales. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of the exemption under Section 162(m) of the Code.

     Company Transaction and Change in Control

     Restrictions on awards granted under the 2007 Plan will terminate in certain circumstances that constitute a change in control or a merger, stock or asset sale or similar company transaction that does not involve a related party.

     Change in Control. Under the 2007 Plan, a change in control of Insight means the occurrence of any of the following events:

	•		An acquisition of beneficial ownership of 40% or more of either (a) the then outstanding shares of common stock or (b) the combined voting power of the then outstanding voting securities of Insight entitled to vote generally in the election of directors (excluding any acquisition directly from Insight, any acquisition by Insight, any acquisition by any employee benefit plan Insight or a related party transaction).
	•		A change in the composition of our Board of Directors during any two-year period such that the incumbent Board members cease to constitute at least a majority (not including directors whose election was approved by more than half of the incumbent Board).

     Under the 2007 Plan, to maintain all of the participants’ rights in the event of a change in control of Insight (as described below), unless the Compensation Committee determines otherwise with respect to a particular award:

	•		Any options and SARs become fully exercisable and vested to the full extent of the original grant.
	•		Any restrictions and deferral limitations applicable to any restricted stock or stock units lapse.
	•		All performance shares and performance units will be earned and payable in full at target levels, and any deferral or other restrictions lapse and such performance shares and performance units will be immediately settled or distributed.
	•		Any restrictions and deferral limitations and other conditions applicable to any other awards lapse, and such other awards become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

     The Compensation Committee can provide a cash-out right for awards in connection with a change in control.

      Company Transaction. Under the 2007 Plan, a company transaction means the consummation of any of the following:

	•		a merger or consolidation of Insight with or into any other company or other entity;
	•		a sale in one transaction or a series of transactions undertaken with a common purpose of acquiring at least 50% of Insight’s outstanding voting securities; or
	•		a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of Insight’ assets.

     Under the 2007 Plan, a related party transaction means a company transaction pursuant to which:

	•		the beneficial ownership of Insight or the resulting company remains the same with respect to at least 50% of the voting power of the outstanding voting securities in substantially the same proportions as immediately prior to such company transaction;
	•		no entity (other than Insight or an affiliate) will beneficially own 40% or more of the outstanding shares of common stock of the resulting company or the voting power of the outstanding voting securities; and

•

our incumbent board will, after the company transaction, constitute at least a majority of the board of the company resulting from such company transaction.

     Under the 2007 Plan, to maintain all of the participants’ rights in the event of a company transaction that is not a change in control or a related party transaction, unless the Compensation Committee determines otherwise at the time of grant with respect to a particular award or elects to cash out awards:

•

All outstanding awards (other than performance awards) become fully and immediately exercisable, and any restrictions or forfeiture provisions lapse, immediately prior to the company transaction, unless such awards are converted, assumed or replaced by the successor company.

•

Performance awards earned and outstanding become payable in full at target levels, and deferrals or other restrictions not waived by the Compensation Committee shall remain in effect.

     U.S. Federal Income Tax Consequences

     The following briefly describes the U.S. federal income tax consequences of the 2007 Plan generally applicable to Insight and to participants who are U.S. citizens.

     Stock Options

     Nonqualified Stock Options. A participant will not recognize taxable income upon the grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, a participant will recognize taxable ordinary income equal to the difference between the fair market value of the shares on the date of exercise and the option exercise price. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the option exercise price.

      Incentive Stock Options. A participant will not recognize taxable income upon the grant of an incentive stock option. If a participant exercises an incentive stock option during employment or within three months after his or her employment ends other than as a result of death (12 months in the case of disability), the participant will not recognize taxable income at the time of exercise (although the participant generally will have taxable income for alternative minimum tax purposes at that time as if the option were a nonqualified stock option). If a participant sells or exchanges the shares after the later of (a) one year from the date the participant exercised the option and (b) two years from the grant date of the option, the participant will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the sale or exchange and the option exercise price. If a participant disposes of the shares before these holding period requirements are satisfied, the disposition will constitute a disqualifying disposition, and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess, as of the date of exercise of the option, of the fair market value of the shares received over the option exercise price (or, if less, the excess of the amount realized on the sale of the shares over the option exercise price). Additionally, the participant will have long-term or short-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received upon disposition of the shares and the option exercise price, increased by the amount of ordinary income, if any, the participant recognized.

     With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares already held by the participant to pay the exercise price or if the shares received upon exercise of the option are subject to a substantial risk of forfeiture by the participant.

     Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of an SAR. Upon the exercise of an SAR, a participant generally will recognize taxable ordinary income equal to the difference between the fair market value of the underlying shares on the date of exercise and the grant price of the SAR.

     Restricted Stock Awards. Upon receipt of a restricted stock award, a participant generally will recognize taxable ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid to us by the participant for the shares. However, no later than 30 days after a participant receives a restricted stock award, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, paid to us by the participant for the shares plus the amount of taxable ordinary income recognized by the participant either at the time the restrictions lapsed or at the time of election, if an election was made by the participant. If the participant forfeits the shares to us (e.g., upon the participant’s termination prior to expiration of the restriction period), the participant may not claim a deduction with respect to the income recognized as a result of the election. Any dividends paid with respect to shares of restricted stock generally will be taxable as ordinary income to the participant at the time the dividends are received.

     Performance Awards and Other Stock Unit Awards. A participant generally will not recognize taxable income upon the grant of a performance award. Upon the distribution of cash, shares or other property to a participant pursuant to the terms of a performance award, the participant generally will recognize taxable ordinary income equal to the excess of the amount of cash or the fair market value of any property transferred to the participant over any amount paid to us by the participant with respect to the award. The tax consequences of other stock unit awards will depend upon the specific terms of each award.

     Tax Consequences to Insight.  In the foregoing cases, we generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to the limitations imposed under Section 162(m) of the Code.

     Tax Withholding. We are authorized to withhold from any award granted or payment due under the 2007 Plan the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. The Compensation Committee is authorized to establish procedures for election by participants to satisfy their obligations for the payment of withholding taxes by delivery of shares of our stock or by directing us to retain stock otherwise deliverable in connection with the award.

New Plan Benefits

     A new plan benefits table, as described in the federal proxy rules, is not provided because all awards made under the 2007 Plan are discretionary. The closing price of our common stock, as reported on the Nasdaq Global Select Market on October 4, 2007, was $24.49 per share. Information with respect to our existing equity compensation plans, as of December 31, 2006, is provided on page 29.

Vote Required

     The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the resolution is required for approval of the 2007 Plan. The Board of Directors has unanimously approved the 2007 Plan and believes it to be in the best interests of Insight and our stockholders.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE APPROVAL OF THE INSIGHT ENTERPRISES, INC. 2007 OMNIBUS PLAN.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table gives information with respect to our existing equity compensation plans as of December 31, 2006:

Number of

Number of Securities

Securities to be

Weighted

Remaining Available for

Issued upon

Average

Future Issuance under

Exercise of

Exercise Price

Equity Compensation Plans

Outstanding

of Outstanding

(Excluding Securities

Plan Category

Options

Options

Reflected in Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

5,109,352

$

19.33

3,729,617

(1)

Equity compensation plans not approved by security holders

174,111

(2)

$

21.77

434,907

(3)

Total

5,283,463

$

19.41

4,164,524

     In September 1998, we established the 1998 Employee Restricted Stock Plan (the “1998 Employee RSP”) for our employees. The total number of shares of restricted common stock initially available for grant under the 1998 Employee RSP was 562,500 and as of December 31, 2006, 434,417 shares of restricted common stock were available for grant. There were no grants of restricted common stock under this plan during the years ended December 31, 2006, 2005 and 2004.

     In December 1998, we established the 1998 Officer Restricted Stock Plan (the “1998 Officer RSP”) for our officers. The total number of restricted common stock shares initially available for grant under the 1998 Officer RSP was 56,250 and as of December 31, 2006, 490 shares of restricted common stock were available for grant. There were no grants of restricted common stock under this plan during the years ended December 31, 2006, 2005 and 2004.

     In September 1999, we established the 1999 Broad Based Plan for our employees. The total number of stock options initially available for grant under the 1999 Broad Based Plan is 1,500,000; provided, however, that no more than 20% of the shares of stock available under the 1999 Broad Based Plan may be awarded to the Officers.

     The 1998 LTIP, 1998 Employee RSP, 1998 Officer RSP and 1999 Broad Based Plan (the “Plans”) are administered by the Compensation Committee of the Board. Except as provided below, the Compensation Committee has the exclusive authority to administer the Plans, including the power to determine eligibility, the types of awards to be granted, the price and the timing of awards. The Compensation Committee has, however, delegated to our Chief Executive Officer the authority to grant awards to individuals other than individuals who are subject to the reporting requirements of Section 16(a) of the Exchange Act.

     In May 2000, we established the Direct Alliance Corporation 2000 Long-Term Incentive Plan (the “Direct Alliance Plan”). We did not issue any stock options to acquire shares of common stock of Direct Alliance after 2000. The options that were issued in 2000 were fully vested on May 5, 2005 and were exercised on May 5, 2006. As described in Note 3 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2006 filed with the SEC, Direct Alliance was sold on June 30, 2006, and $2,696,000 was paid to the holders of the 1,997,500 exercised Direct Alliance stock options.

EXECUTIVE COMPENSATION RECOVERY

     We have an incentive compensation recovery policy that applies to our executive officers. Under this policy, in the event of a material restatement of our financial results we may recover incentive income that was based on having met or exceeded performance targets if an executive officer engaged in fraud or intentional misconduct that resulted in an increase in his or her incentive income.

SUMMARY COMPENSATION TABLE

     The table below sets forth the total compensation for services rendered to us by our principal executive officer, our principal financial officer and our three other most highly compensated executive officers. We refer to these persons as named executive officers. The amounts shown include both amounts paid and amounts deferred.

																						Non-Equity
																						Incentive Plan				All Other
Name and Principal														Stock Awards				Option Awards				Compensation				Compensation
Position		Year				Salary ($)				Bonus ($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				Total ($)
Richard A. Fennessy President and Chief Executive Officer			2006				695,000				150,000				807,555				2,313,872				1,397,553				4,812				5,368,792
Stanley Laybourne Chief Financial Officer, Secretary and Treasurer			2006				350,000				80,000				223,916				445,404				900,646				3,454				2,003,420
Mark T. McGrath President – Insight North America/APAC			2006				325,000				50,000				322,426				723,222				528,418				1,512				1,950,578
Stuart A. Fenton(6) President – Insight EMEA			2006				370,430				78,341				163,938				360,340				179,880				55,361				1,208,290
Gary M. Glandon Chief People Officer			2006				235,000				15,000				111,958				340,953				163,546				3,476				869,933

	•		Mr. Fennessy for matching contributions to his 401(k) and tax gross-up related to annual sales incentive trip of $3,300 and $1,512, respectively.
	•		Mr. Laybourne for matching contributions to his 401(k) and tax gross-up related to annual sales incentive trip of $3,300 and $154, respectively.

	•		Mr. McGrath for tax gross-up related to annual sales incentive trip of $1,512.
	•		Mr. Fenton for auto allowances, retirement plan contribution and insurance premiums of $27,472, $26,928 and $961. The cost of the auto allowance for Mr. Fenton is considered a perquisite and exceeds $10,000.
	•		Mr. Glandon for matching contributions to his 401(k) and tax gross-up related to annual sales incentive trip of $3,300 and $176, respectively

(6)

Mr. Fenton is native of the United Kingdom. He is paid in British Pounds Sterling. The amounts above were determined by multiplying the average exchange rates applicable at March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006 by the compensation earned during the quarter.

GRANTS OF PLAN-BASED AWARDS

     The following table sets forth information regarding grants of plan-based awards made during the year ended December 31, 2006 to the named executive officers.

										Estimated Future Payouts Under Non												Estimated Future Payouts Under Equity												All Other Stock				Grant Date
										Equity Incentive Plan Awards (1)												Incentive Plan Awards (2)												Awards: Number				Fair Value of
Name and Principal		Grant				Approval				Threshold				Target				Maximum				Threshold				Target				Maximum				of Shares of Stock				Stock Awards
Position		Date				Date(3)				($)				($)				($)				(#)				(#)				(#)				or Units (#) (4)				(S/Sh)
Richard A. Fennessy			1/19/2006				12/14/2005				—				—				—				—				24,000				36,000				—				21.36
			1/19/2006				12/14/2005				—				—				—				—				—				—				16,000				21.36
			1/24/2006				12/14/2005				—				1,203,750				1,805,625				—				—				—				—				—
Stanley Laybourne			1/19/2006				12/14/2005				—				—				—				—				18,000				27,000				—				21.36
			1/19/2006				12/14/2005				—				—				—				—				—				—				12,000				21.36
			1/24/2006				12/14/2005				—				775,750				1,163,625				—				—				—				—				—
Mark T. McGrath			1/19/2006				12/14/2005				—				—				—				—				18,000				27,000				—				21.36
			1/19/2006				12/14/2005				—				—				—				—				—				—				12,000				21.36
			1/24/2006				12/14/2005				—				465,985				698,978				—				—				—				—				—
Stuart A. Fenton			1/19/2006				12/14/2005				—				—				—				—				13,000				19,500				—				21.36
			1/19/2006				12/14/2005				—				—				—				—								—				9,000				21.36
			1/24/2006				12/14/2005				—				189,446	(5)			274,903	(5)			—				—				- -				—				—
Gary M. Glandon			1/19/2006				12/14/2005				—				—				—				—				9,000				13,500				—				21.36
			1/19/2006				12/14/2005				—				—				—				—				—				—				6,000				21.36
			1/24/2006				12/14/2005				—				144,450				199,342				—				—				—				—				—

EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE IN CONTROL PLANS

     The employment agreements with executives and the incentive compensation plans reflect our compensation philosophy. The employment agreements for Messrs. Fennessy, Laybourne, McGrath, Fenton and Glandon provide for continually renewing terms and establish base salaries and a mechanism for setting annual incentive bonuses. Under our 1998 LTIP, all outstanding options and other awards become fully exercisable and all restrictions on outstanding awards shall lapse upon a change in control. All other change in control benefits are “double trigger” (accelerated vesting is triggered by two events: a change in control plus a triggering termination under the change of control agreement), rather than “single trigger” (automated accelerated vesting upon a change in control).

     The material terms of the employment agreements are as follows:  

     Richard A. Fennessy.

	(i)		effective date as of November 15, 2004;
	(ii)		a two-year initial term that automatically renews for a new two-year term each successive day after the start of the initial term;
	(iii)		an annual salary of $695,000, increased to $700,000 effective January 1, 2007;
	(iv)		a cash bonus of $350,000 that was paid within two weeks of the start date;
	(v)		incentive compensation for years subsequent to 2005 determined by the Compensation Committee of the Board;
	(vi)		a 500,000 share grant of non-qualified stock options of the Company granted at the start date at a price equal to the closing price of the Company’s common stock on the start date. The stock options vest ratably over three years and expire five years from the date of grant. The shares will become fully vested upon termination of employment for any reason, including cause, in the initial two year term and for the year following and will fully vest upon a change in control at any time during the vesting period;
	(vii)		a 250,000 share grant of non-qualified stock options of the Company granted on January 3, 2005 at a price equal to the closing price of the Company’s common stock on January 3, 2005. The stock options vest ratably over three years and expire five years from the date of grant, but the shares will become fully vested upon termination of employment for any reason, including cause;
	(viii)		a 75,000 share grant of restricted stock of the Company granted on January 3, 2005. Restrictions lift ratably over three years following the date of grant but the shares will become fully vested upon termination of employment for any reason, including cause;
	(ix)		but the stock will fully vest upon a change in control at any time during the vesting period;
	(x)		reasonable relocation and travel fees were reimbursed, and grossed-up for income taxes, during the period of relocation, starting at the start date and continuing for up to nine months following start date; legal fees incurred by Mr. Fennessy of up to $25,000 for preparation and negotiation of the employment contract were reimbursed;
	(xi)		a severance payment upon termination “without cause” or termination by executive for “good reason” as those terms are defined in the agreement, payable on the date of termination, equal to two times Mr. Fennessy’s annual base salary, less any amounts paid during the notice period,

			and two times the higher annual bonus that would have been awarded, based on the calculation then in effect, during the one of the two immediately preceding fiscal years that would produce the higher award. Additionally, Mr. Fennessy will become fully vested in the initial 500,000 share option grant granted on his start date;
	(xii)		a severance payment following a “change in control” of the Company if Mr. Fennessy terminates his employment “with cause” or the Company terminates his employment “without cause”, as those terms are defined in the agreement, prior to the expiration of 24 months after the change in control occurs, payable within ten days of his last day of work, equal to two times his highest annual base salary in effect during the term of the agreement and two times the higher annual bonus that would have been awarded, based on the calculation then in effect, during the one of the two immediately preceding fiscal years which would produce the higher award. Mr. Fennessy will become vested in any and all stock bonus and stock option plans and agreements of the Company in which Mr. Fennessy has an interest, vested or contingent. Additionally, Mr. Fennessy will be eligible for benefits (life, disability, accident, group health and dental) through the earlier of 42 months following termination or eligibility for new benefits. All payments made following a “change in control” are to be grossed-up for Mr. Fennessy’s excise taxes if the payment exceeds prescribed limits;
	(xiii)		in the event of Mr. Fennessy’s death, his estate will be entitled to his annual base salary due through the date of his death and a prorated portion of any incentive compensation to which he would have been entitled had he not died for the year in which the agreement terminated due to death. In addition, his estate will receive a lump sum of the total amount of two times his annual base salary, less an amount equal to ninety days base salary;
	(xiv)		in the event of Mr. Fennessy’s disability, he will be entitled to receive a lump sum of the total amount of two times his annual base salary, less an amount equal to ninety days base salary; and
	(xv)		the agreement also provides for non-disclosure by Mr. Fennessy of our confidential information and includes covenants by Mr. Fennessy not to compete with the Company for a period of two years following termination of employment and not to solicit the employees, suppliers and customers for one year following termination of employment.

     The table below outlines the potential payments to Mr. Fennessy upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2006:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Involuntary Termination Without Cause or Voluntary Termination for Good Reason as defined in the employment agreement		$	4,320,106			$	1,346,524			$	—			$	5,666,630
Involuntary Termination — Change in Control			4,495,106				2,200,494				52,500				6,748,100
Disability			2,097,250				—				—				2,097,250
Death			1,225,000				—				—				1,225,000

     Stanley Laybourne.

	(i)		effective date as of November 1, 2003;
	(ii)		a two-year initial term that automatically renews for a new two-year term each successive day after the start of the initial term;
	(iii)		an annual salary of $350,000, increased to $375,000 effective January 1, 2007;
	(iv)		incentive compensation for years subsequent to 2005 determined by the Compensation Committee of the Board;
	(v)		a severance payment upon termination “without cause” or termination by executive for “good reason” as those terms are defined in the agreement, payable on the date of termination, equal to two times Mr. Laybourne’s annual base salary, less any amounts paid during the notice period, and two times the higher annual bonus that would have been awarded, based on the calculation then in effect, during the one of the two immediately preceding fiscal years that would produce the higher award;
	(vi)		a severance payment following a “change in control” of the Company if Mr. Laybourne terminates his employment “with cause” or the Company terminates his employment “without cause”, as those terms are defined in the agreement, prior to the expiration of 24 months after the change in control occurs, payable within ten days of his last day of work, equal to two times his highest annual base salary in effect during the term of the agreement and two times the higher annual bonus that would have been awarded, based on the calculation then in effect, during the one of the two immediately preceding fiscal years which would produce the higher award. Mr. Laybourne will become vested in any and all stock bonus and stock option plans and agreements of the Company in which Mr. Laybourne has an interest, vested or contingent. Additionally, Mr. Laybourne will be eligible for benefits (life, disability, accident, group health and dental) through the earlier of 42 months following termination or eligibility for new benefits. All payments made following a “change in control” are to be grossed-up for Mr. Laybourne’s excise taxes if the payment exceeds prescribed limits;
	(vii)		in the event of Mr. Laybourne’s death, his estate will be entitled to his annual base salary due through the date of his death and a prorated portion of any incentive compensation to which he would have been entitled had he not died for the year in which the agreement terminated due to death. In addition, his estate will receive a lump sum of the total amount of two times his annual base salary, less ninety days;
	(viii)		in the event of Mr. Laybourne’s disability, he will be entitled to receive a lump sum of the total amount of two times his annual base salary, less an amount equal to ninety days base salary; and
	(ix)		the agreement also provides for non-disclosure by Mr. Laybourne of our confidential information and includes covenants by Mr. Laybourne not to compete with the Company for a period of two years following termination of employment and not to solicit the employees, suppliers and customers for one year following termination of employment.

     The table below outlines the potential payments to Mr. Laybourne upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2006:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Involuntary Termination Without Cause or Voluntary Termination for Good Reason as defined in the employment agreement		$	2,617,542			$	—			$	—			$	2,617,542
Involuntary Termination — Change in Control			2,711,292				721,095				52,500				3,484,887
Disability			656,250				—				—				656,250
Death			656,250				—				—				656,250

     On May 2, 2007, Insight announced that Mr. Laybourne is retiring from the Company and its Board of Directors. The effective date of his retirement is expected to be August 29, 2007. In connection with his retirement, the Company has agreed to provide Mr. Laybourne payments and benefits consistent with those required for termination without cause under his existing employment agreement.  In addition, the Company has agreed to extend the exercise period for Mr. Laybourne’s vested, unexercised options to 90 days following his retirement date. The calculation of Mr. Laybourne’s severance, according to the terms described under his agreement, is $2,842,000.

     Mark T. McGrath.

	(i)		effective as of May 23, 2005;
	(ii)		a two-year initial term that automatically renews for a new two-year term each successive day after the start of the initial term;
	(iii)		an annual salary of $325,000, increased to $375,000 effective January 1, 2007;
	(iv)		incentive compensation for years subsequent to 2005 determined by the Compensation Committee of the Board;
	(v)		a grant of 200,000 options to purchase shares of the common stock of Insight on the date Mr. McGrath commenced employment with the exercise price set as the closing price for the common stock of Insight on the date of grant. The options vest ratably over three years and expire five years from the date of grant;
	(vi)		a 15,000 share grant of restricted stock shares of the Company granted at the start date. Restrictions lift ratably over three years following the date of grant;
	(vii)		reasonable relocation and travel fees reimbursed and grossed-up for income taxes, during the period of relocation, starting at the start date and continuing for up to twelve months following start date;
	(viii)		if Mr. McGrath’s employment is terminated “without cause”, or if he resigns with “good reason”, as those terms are defined in the agreement, he will be entitled to a lump sum payment equal to two times his annual base salary (less any pay during the ninety day notice period), a

			prorated portion of any incentive compensation earned (and not previously paid) for the year in which termination (or resignation) takes place and one times the higher annual bonus from the two immediately preceding fiscal years;
	(ix)		following a “change in control,” the agreement provides that if Mr. McGrath’s employment is terminated “without cause” or if Mr. McGrath terminates his employment for “good reason”, as these terms are defined in the agreement, prior to the expiration of 24 months following the change in control, Mr. McGrath will be entitled to receive a lump sum payment equal to two times his highest annual base salary in effect during the term of the agreement and two times the higher annual bonus from the two immediately preceding fiscal years. Additionally, Mr. McGrath will become vested in any and all stock bonus and stock option plans and will be eligible for benefits (life, disability, accident, group health and dental) through the earlier of 42 months following termination or eligibility for new benefits. All payments made following a “change in control” are to be grossed-up for Mr. McGrath’s excise taxes if the payment exceeds prescribed limits;
	(x)		in the event of Mr. McGrath’s death, his estate will be entitled to his annual base salary due through the date of his death and a prorated portion of any incentive compensation to which he would have been entitled had he not died for the year in which the agreement terminated due to death. In addition, his estate will receive a lump sum of the total amount of two times his annual base salary, less an amount equal to ninety days base salary;
	(xi)		in the event of Mr. McGrath’s disability, he will be entitled to receive a lump sum of the total amount of two times his annual base salary, less an amount equal to ninety days base salary; and
	(xii)		the agreement also provides for non-disclosure by Mr. McGrath of our confidential information and includes covenants by Mr. McGrath not to compete with the Company for a period of as long as two years following termination of employment and not to solicit the employees, suppliers and customers for one year following termination of employment.

     The table below outlines the potential payments to Mr. McGrath upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2006:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Involuntary Termination Without Cause or Voluntary Termination for Good Reason as defined in the employment agreement		$	1,234,668			$	—			$	—			$	1,234,668
Involuntary Termination — Change in Control			1,906,836				1,072,309				52,500				3,031,645
Disability			656,250				—				—				656,250
Death			656,250				—				—				656,250

     Stuart A. Fenton.

	(i)		effective date as of September 12, 2002, amended effective as of July 1, 2004;
	(ii)		a term of employment that continues until terminated in accordance with the terms of the agreement;
	(iii)		an annual salary of $370,400, increased to $419,000 effective January 1, 2007 (the amount is set in British Pounds Sterling and does not fluctuate with currency changes);
	(iv)		eligibility for an incentive bonus, subject to achievement of performance criteria established by the Compensation Committee of the Board;
	(v)		a grant of 50,000 options to purchase shares of the common stock of Insight shortly after the date Mr. Fenton commenced employment with the exercise price set as the closing price for the common stock of Insight on the date of grant. Half of the options vest three years from the date of grant and the other half vests five years from the date of grant;
	(vi)		upon termination of employment for reasons other than those specifically defined in the agreement, we would be required to make a lump-sum payment in an amount equal to 165,000 GBP, less the amount paid in salary during the required statutory notice period; and
	(vii)		the agreement also provides for non-disclosure by Mr. Fenton of our confidential information and includes covenants by Mr. Fenton not to compete with the Company for a period of twelve months following termination of employment and not to solicit the employees, suppliers and customers for a period of up to eighteen months following termination of employment.

     The table below outlines the potential payments to Mr. Fenton upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2006:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Total
Termination		$	419,000			$	—			$	419,000
Involuntary Termination — Change in Control			419,000				557,266				976,266

     Gary M. Glandon.

	(i)		effective as of January 12, 2007;
	(ii)		a one-year initial term that automatically renews for a new one-year term each successive day after the start of the initial term;
	(iii)		an annual base salary that may be adjusted from time to time in accordance with the procedures established by the Compensation Committee for salary adjustments to executives ($255,000 in 2007);

	(iv)		eligibility for an annual incentive bonus, subject to achievement of performance criteria established by the Compensation Committee of the Board;
	(v)		if Mr. Glandon’s employment is terminated “without cause,” or if he resigns with “good reason,” he will be entitled to a lump sum payment equal to his annual base salary for the remainder of the initial contract term or current renewal term of the contract and incentive compensation equal to (1) with respect to any incentive compensation plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the termination takes place and (ii) four times executive’s bonus for the last completed quarter, plus (2) with respect to any incentive compensation plan with annual objectives, a prorated bonus for the year in which the termination takes place;
	(vi)		following a “change in control,” the agreement provides that if Mr. Glandon’s employment is terminated “without cause” or if Mr. Glandon terminates his employment for “good reason,” as these terms are defined in the agreement, prior to the expiration of 12 months following the change in control, Mr. Glandon will be entitled to receive a lump sum payment equal to his annual base salary for the remainder of the initial contract term or current renewal term of the contract and incentive compensation equal to (1) with respect to any incentive compensation plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the termination takes place and (ii) four times executive’s bonus for the last completed quarter, plus (2) with respect to any incentive compensation plan with annual objectives, a prorated bonus for the year in which the termination takes place;
	(vii)		in the event of Mr. Glandon’s death, his estate will be entitled to his annual base salary for ninety days following the date of death in addition to incentive compensation equal to (1) with respect to any incentive compensation plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the termination takes place and (ii) the amount of incentive compensation for the last completed quarter prior to his death, plus (2) with respect to any incentive compensation plan with annual objectives, a prorated bonus for the year in which his death takes place;
	(viii)		in the event of Mr. Glandon’s disability, he will be entitled to his annual base salary for ninety days following the date of the disability in addition to incentive compensation equal to (1) with respect to any incentive compensation plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the disability takes place and (ii) the amount of incentive compensation for the last completed quarter prior to his disability, plus (2) with respect to any incentive compensation plan with annual objectives, a prorated bonus for the year in which his disability takes place; and
	(ix)		the agreement also provides for non-disclosure by Mr. Glandon of our confidential information and includes covenants by Mr. Glandon not to compete with Insight for a period of one year following termination of employment and not to solicit the employees, suppliers and customers for one year following termination of employment.

     The table below outlines the potential payments to Mr. Glandon upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2006:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Total
Involuntary Termination Without Cause or Voluntary Termination for Good Reason as defined in the employment agreement		$	612,092			$	—			$	612,092
Involuntary Termination — Change in Control			618,348				437,526				1,055,874
Disability			385,376				—				385,376
Death			385,376				—				385,376

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

     The following table sets forth information regarding outstanding equity awards at December 31, 2006 for the named executive officers.

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive
																														Equity				Plan
																														Incentive				Awards:
																										Market				Plan				Market
										Equity																Value of				Awards:				Value of
		Number								Incentive Plan																Shares,				Number of				Unearned
		of								Awards:																Units or				Unearned				Shares,
		Securities				Number of				Number of												Number of				Other				Share, Units				Units or
		Underlying				Securities				Securities												Shares or				Rights of				or Other				Other
		Unexercised				Underlying				Underlying												Units of Stock				Stock That				Rights That				Rights That
		Options				Unexercised Options				Unexercised				Option				Option				That Have Not				Have Not				Have Not				Have Not
		Exercisable				Unexercisable				Unearned				Exercise Price				Expiration				Vested				Vested				Vested				Vested
Name		(#)				(#)				Options (#)				($)				Date				(#)(1)				($)(2)				(#)(3)				($)(4)
Richard A. Fennessy			333,334				166,666				—				19.90				11/15/2009				—				—				—				—
			83,334				166,666				—				20.36				1/3/2010				—				—				—				—
			33,334				66,666				—				18.53				5/6/2010				—				—				—				—
			—				—				—				—				—				50,000				943,500				—				—
			—				—				—				—				—				16,000				301,920				—				—
			—				—				—				—				—				—				—				28,800				543,456
Stanley Laybourne			25,000				—				—				15.22				9/30/2008
			37,500				—				—				16.92				7/1/2009				—				—				—				—
			69,750				23,250				—				21.25				2/4/2009				—				—				—				—
			90,000				—				—				18.42				9/28/2009				—				—				—				—
			7,500				—				—				18.42				9/28/2009				—				—				—				—
			15,000				—				—				18.42				9/28/2009				—				—				—				—
			112,500				—				—				22.67				2/3/2010				—				—				—				—
			26,667				53,333				—				18.53				5/6/2010				—				—				—				—
			150,000				—				—				16.19				1/2/2011
			—				—				—				—				—				12,000				226,440				—				—
			—				—				—				—				—				—				—				21,600				407,592
Mark T. McGrath			66,667				133,333				—				19.72				5/23/2010				—				—				—				—
			—				—				—				—				—				10,000				188,700				—				—
			—				—				—				—				—				12,000				226,440				—				—
			—				—				—				—				—				—				—				21,600				407,592
Stuart Fenton			8,333				—				—				7.04				3/4/2008				—				—				—				—
			34,875				11,625				—				21.25				2/4/2009				—				—				—				—
			8,333				8,333				—				16.18				8/26/2009				—				—				—				—
			20,000				40,000				—				18.53				5/6/2010				—				—				—				—
			—				25,000				—				10.02				10/14/2012				—				—				—				—
			—				—				—				—				—				9,000				169,830				—				—
			—				—				—				—				—				—				—				15,600				294,372
Gary M. Glandon			16,667				33,333				—				18.35				2/21/2010				—				—				—				—
			20,000				40,000				—				18.53				5/6/2010				—				—				—				—
			—				—				—				—				—				6,000				113,220				—				—
			—				—				—				—				—				—				—				10,800				203,796

(1)		Under various service-based equity-based incentive compensation programs, Messrs. Fennessy, Laybourne, McGrath, Fenton, and Glandon have received varying levels of grants of service-based RSUs and restricted stock awards that will vest ratably over three years. All grants of RSUs were made under the 1998 Plan.
(2)		Represents the value based upon the number of shares awarded multiplied by the closing price on December 31, 2006 (calculated by multiplying the number of shares by $18.87, the closing price reported by The Nasdaq Global Select Market).
(3)		Pursuant to the 2006 performance-based equity-based incentive compensation program, grants of performance-based RSUs to Messrs. Fennessy, Laybourne, Fenton, McGrath and Glandon were also made in January 2006, and the number of actual RSUs ultimately awarded was determined by actual achievement of consolidated non-GAAP diluted EPS of the Company for the fiscal year ending December 31, 2006 against target consolidated non-GAAP diluted EPS. On the vest date, the RSUs converted to service-based RSUs and one-third of the RSUs vested, with the remainder vesting ratably over the following two years. All grants of RSUs were made under the 1998 Plan.
(4)		Represents the value based upon the number of shares awarded multiplied by the closing price on December 31, 2006 (calculated by multiplying the number of shares by $18.87, the closing price reported by The Nasdaq Global Select Market).

OPTION EXERCISES AND STOCK VESTED TABLE

     The following table sets forth information with respect to shares of Insight Enterprises, Inc. common stock acquired through exercises of stock options and vesting of restricted shares and the number of shares acquired and value realized on exercise or vesting by the named executive officers.

		Option Awards								Stock Awards
		Number of								Number of
		Shares								Shares
		Acquired				Value Realized				Acquired				Value Realized
Name		on Exercise (#)				on Exercise ($)				on Vesting (#)				on Vesting ($)
Richard A. Fennessy			—				—				25,000				494,750
Stanley Laybourne			50,000				340,345				—				—
			50,000				338,350				—				—
			300,000	(1)			404,910	(1)			—				—
Mark T. McGrath			—				—				5,000				91,500