SEPARATION AGREEMENT



               This Separation Agreement (this "Agreement") is made and entered

into as of February 14, 2003 by and between Ingram Micro Inc., a Delaware

corporation (the "Company"), and DAVID M. FINLEY ("Executive") (the Company and

Executive hereinafter referred to together as the "Parties").



               WHEREAS, the Parties have heretofore entered into that certain

Executive Retention Agreement between the Parties dated as of January 31, 2000,

attached as Exhibit A hereto (as modified by this Agreement, the "Retention

Agreement").



               WHEREAS, the Parties have agreed that Executive will terminate

his employment with the Company on February 14, 2003.



               WHEREAS, for purposes of determining Executive's payments and

benefits hereunder, the Parties intend to treat the termination of Executive's

employment with the Company as a "Constructive Event" within the meaning of the

Retention Agreement.



               WHEREAS, the purpose of this Agreement is to confirm the agreed

upon terms, conditions and arrangements concerning the termination of

Executive's employment with the Company.



               NOW, THEREFORE, in consideration of the foregoing and of the

mutual promises and agreements herein contained, the sufficiency of which are

hereby acknowledged, the Parties, intending to be legally bound, agree as

follows:



        1. Resignation. Effective as of February 14, 2003 (the "Effective

Date"), and subject to Executive's not revoking the Release (as defined below),

(a) Executive agrees to resign all of his positions with the Company and the

Company agrees to accept Executive's resignation from such positions, and (b)

each of the Parties agrees to execute and deliver to the other a Release (the

"Release") in the form attached hereto as Exhibit B.



        2. Separation Payments.



                (a) Subject to all of the terms and conditions of the Retention

        Agreement and any other applicable benefit or compensation plans or

        arrangements of the Company in which the Executive is a participant, the

        Company agrees to make the payments and to provide the benefits to

        Executive as set forth in this Section 2; provided, however, that no

        payments or benefits shall be paid or provided pursuant to Section 2(d)

        or (e), below, sooner than eight (8) days after the date on which

        Executive executes and delivers the Release.



                (b) On the Effective Date, the Company shall pay Executive, in

        accordance with Section 2.04(b)(i) of the Retention Agreement,

        Executive's "Accrued Compensation" (as defined in Section 2.03(a) of the

        Retention Agreement) through and including the Effective Date; provided,

        however, that the Company shall reimburse Executive for his unreimbursed

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