INGRAM MICRO INC.

                          2001 EXECUTIVE RETENTION PLAN



                                 AWARD AGREEMENT



     This Award Agreement sets forth the terms and conditions of an Award

granted pursuant to the Ingram Micro Inc. 2001 Executive Retention Plan (the

"Plan") to Guy P. Abramo ("Participant"). Capitalized terms not otherwise

defined in this Award Agreement shall have the meanings provided in the Plan.



     SECTION 1. DATE OF AWARD. The date of the Award is April 10, 2001.



     SECTION 2. REQUIRED PERFORMANCE.



     (a) In the event that Participant is employed by Ingram or one of its

Affiliates on March 1, 2006, and has been continuously employed by Ingram and or

one or more of its Affiliates throughout such period, Participant shall be

entitled to a lump sum cash retention payment in the amount specified in Section

3 below.



     (b) Participant shall not be entitled to receive any payment under this

Award Agreement if his employment with Ingram and its Affiliates terminates at

any time prior to March 1, 2006 as a result of Participant's resignation for any

reason other than his Disability.



     (c) Participant shall not be entitled to receive any payment under this

Award Agreement if his employment with Ingram or any of its Affiliates is

terminated by Ingram or any of its Affiliates at any time prior to March 1, 2006

for: (1) Cause, or (2) Participant's refusal to accept a transfer of his

principal office location to Ingram's then corporate headquarters or any of its

then regional headquarters.



     (d) Unless payment is precluded as specified under Sections 2(b) or (c)

above, if Participant's employment with Ingram and its Affiliates is terminated

prior to March 1, 2006 and such termination is: (1) initiated by Ingram or any

of its Affiliates, or (2) the result of Participant's death or Disability,

Participant shall be entitled to receive a prorated portion of the target

payment amount specified in Section 3 below calculated by multiplying such

target payment by a fraction, the numerator of which is the number of days

elapsed from and including the date of the Award and ending on the date of such

termination and the denominator of which is 1,786. A change in Participant's

duties or a change in Participant's employer to another entity among Ingram and

its Affiliates shall not be deemed a termination of employment initiated by

Ingram or any of its Affiliates.



     (e) As used herein, the term "Cause" means the occurrence of any one or

more of the following:



          (1) A demonstrably willful and deliberate act by Participant (other

              than as a result of incapacity due to physical or mental illness)

              which is committed in bad faith, without reasonable belief that

              such action or inaction is in the best interests of Ingram, and

              which act or inaction is not remedied within 15 business days of

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