SEPARATION AGREEMENT

          This Separation Agreement (this Agreement) is made and entered into as of January 30, 2004 by and between Ingram Micro Inc., a Delaware corporation (the Company), and JAMES E. ANDERSON, JR. (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, as amended, attached as Exhibit A hereto (as modified by this Agreement, the Retention Agreement).

          WHEREAS, the Parties have agreed that Executive shall terminate his employment with the Company on January 31, 2004 and that such termination shall constitute 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 Executives 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 January 31, 2004 (the Effective Date), and subject to Executives 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 Executives 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.
 

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