2003 EXECUTIVE RETENTION AGREEMENT

     2003 EXECUTIVE RETENTION AGREEMENT (Agreement) dated as of December 19, 2003 (the Effective Date) by and between Ingram Micro Inc., a Delaware corporation (the Company), and MICHAEL J. GRAINGER (Executive).

     WHEREAS, Executive is presently employed by the Company in a key management capacity; and

     WHEREAS, Executive and the Company have previously entered into a 2000 Executive Retention Agreement dated as of January 31, 2000 (including all modifications thereto, the 2000 Agreement); and

     WHEREAS, Executive desires, and the Board of Directors of the Company (the Board) has determined that it is in the best interests of the Company and its stockholders, to terminate the 2000 Agreement and to enter into this Agreement on the terms set forth below.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration including, but not limited to, Executives continuing employment with the Company, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1
TERM OF AGREEMENT

     Section 1.01. Term. The term of this Agreement shall commence on the Effective Date and shall terminate as follows: (i) if Executive is elected to the position of Chief Executive Officer of the Company (CEO) when Kent Foster ceases to be CEO for any reason, then this Agreement shall terminate upon the Executives election as CEO and (ii) if Executive is not elected to the position of CEO at such time and if Executive does not timely give notice pursuant to Section 2.01 below that Executive is terminating his employment with the Company, then this Agreement shall terminate as of the close of business on the fifth (5th) business day after the Companys public announcement of the election of another person as CEO. Upon the termination of this Agreement pursuant to clause (i) of the preceding sentence, Executive shall then have the same benefits as the Companys other senior executives as outlined in the Companys Executive Officer Severance Policy as it may be amended from time to time.

     Section 1.02. Termination of 2000 Agreement. The 2000 Agreement shall terminate immediately upon the execution of this Agreement by Executive and the Company.

ARTICLE 2
CERTAIN EVENTS

     Section 2.01. Right to Certain Benefits. Executive shall be entitled to receive the Severance Benefits set forth in Article 3 below, upon (i) the termination of Executives employment by the Company for any reason other than for Cause, prior to the termination of this Agreement as provided in Section 1.01, (ii) the Companys election of someone other than Executive to the position of CEO upon Kent Fosters ceasing to be CEO for any reason if, within five (5) business days of the Companys public announcement of such other persons election as

1

CEO, Executive gives notice to the Company of Executives decision to terminate his employment with the Company upon such date as may be selected by the Company which is not later than sixty (60) days from the date Executive gives such notice to the Company, or (iii) Executives voluntary termination of his employment for Good Reason (A) within ninety (90) days after the event constituting Good Reason or (B) prior to the termination of this Agreement as provided in Section 1.01, whichever is earlier.

ARTICLE 3
SEVERANCE BENEFITS

     Section 3.01. Benefits. Subject to Executives execution of an agreement in substantially the form set forth as Exhibit A hereto, with such changes in the competitor companies named therein as the Board shall reasonably determine (the Release), and except to the extent provided in Section 6.07 and Section 6.09 of this Agreement, Executive shall be entitled to the benefits set forth below in this Article 3 (the Severance Benefits) solely upon any of the events set forth in Section 2.01 above.

     Section 3.02. Severance Pay. For each month of the Continuation Period (as defined below), Executive shall receive severance pay (Severance Pay) equal to one-twelfth (1/12) of the sum of (a) Executives annual Base Salary at its highest annual rate during the one-year period immediately prior to the Continuation Period and (b) Executives annual target bonus opportunity for the year in which his employment terminates. The Severance Pay shall be paid to Executive in accordance with the Companys normal pay dates and payroll practices as in effect through the Continuation Period. As used herein, Continuation Period means the period, commencing with the termination of Executives employment, equal to six (6) months plus one (1) month for each full year and any partial year of Executives employment with the Company, measured from the date Executive was hired by the Companys former parent corporation.

     Section 3.03. Annual Bonus. After Executives actual annual bonus is determined for the year in which the Continuation Period begins, Executive shall receive an amount in cash equal to such actual annual bonus, if any, prorated on a daily basis based on the number of days of Executives active employment during such year. Such bonus shall be calculated and paid on the same basis, and at the same time and in the same manner, as such annual bonus payments are made to actively employed executive officers of the Company.

     Section 3.04. Long-Term Cash Incentive Award Program. Executives participation in the 2002-2004 and 2003-2005 cycles under the Companys Executive Long-Term Cash Incentive Award Program, as well as any subsequent cycles, shall cease effective as of the beginning of the Continuation Period. Award payments under such program, if any, shall be prorated based on the number of full months of Executives active employment during the cycle in question and calculated based on the actual Company achievement versus the peer group at the end of each cycle. Such award payments shall be made following the close of each cycle at the same time and in the same manner as such award payments are made to actively employed participants in such program.

     Section 3.05. Health Coverage.

     (a)  The Company shall provide continued medical, dental and vision insurance coverage, to the same extent as provided for other executives of the Company generally, for Executive and his enrolled dependents through the Continuation Period. Executive shall pay the same percentage of the total expense or specific amounts, as the case may be, for these coverages as Executive was paying immediately prior to the beginning of the Continuation Period.
 

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