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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INGRAM MICRO INC.
(Exact Name Of Registrant As Specified In Its Charter)

Delaware 5045 62-1644402
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)

1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000

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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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JAMES E. ANDERSON, JR., ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
INGRAM MICRO INC.
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the Registration Statement becomes
effective.

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If the only securities being registered on this form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

===============================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES NUMBER OF SHARES OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------

Class A Common 2,485,944(1)(2) $3.32(2)(3) $4,375,261(2)(3) $1,326(2)
Stock, par value
$0.01 per share
250,000(1) $25.875(4) $6,468,750(4) $1,961
8,213,354(1)(2) $25.875(4) $212,520,535(2)(4) $64,400(2)
- -----------------------------------------------------------------------------------------------
Total: 10,949,298(1)(2) N/A $223,364,546(2) $67,687(2)
===============================================================================================

(1) (a) 2,485,944 shares are being offered by Ingram Micro Inc. pursuant to the
Ingram Micro Inc. Rollover Stock Option Plan, (b) 250,000 shares are being
offered by Ingram Micro Inc. pursuant to the Ingram Micro Inc. Amended and
Restated 1996 Equity Incentive Plan, and (c) 5,767,717 shares, 1,610,392
shares and 835,245 shares, respectively, are being offered by the Ingram
Thrift Plan, the Ingram Micro Thrift Plan, and the Ingram Entertainment
Thrift Plan (the "Thrift Plans"). Plus an indeterminate number of
additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2) Includes $26,223,213 of securities carried forward from Registration
Statement No. 333-27471 pursuant to Rule 429 under the Securities Act of
1933, for which an aggregate filing fee of $7,947 was previously paid,
consisting of (i) $830,678 of securities being offered by the Company
pursuant to the Ingram Micro Inc. Rollover Stock Option Plan for which a
filing fee of $252 was previously paid (based on the weighted average
exercise price of $1.76 per share) and (ii) $25,392,535 of securities being
offered by the Thrift Plans for which a filing fee of $7,695 was previously
paid (based on the maximum aggregate offering price of $25.875 per share).

(3) Based upon the weighted average exercise price for the Options (as defined
herein) of $1.76 per share, with a maximum exercise price of $3.32 per
share.

(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on a per share price of $25.875, the average
of the high and low sales prices of $28.25 and $23.50 of the Company's Class
A Common Stock on October 28, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED
IN THIS REGISTRATION STATEMENT ALSO RELATES TO SECURITIES REGISTERED AND
REMAINING UNISSUED UNDER REGISTRATION STATEMENT NO. 333-27471 PREVIOUSLY FILED
BY THE REGISTRANT.

================================================================================
2
PROSPECTUS
(SUBJECT TO COMPLETION)

INGRAM MICRO INC.

CLASS A COMMON STOCK

10,949,298 SHARES

(2,735,944 SHARES BY INGRAM MICRO INC.
5,767,717 SHARES BY INGRAM THRIFT PLAN, AS SELLING STOCKHOLDER
1,610,392 SHARES BY INGRAM MICRO THRIFT PLAN, AS SELLING STOCKHOLDER
835,245 SHARES BY INGRAM ENTERTAINMENT THRIFT PLAN, AS SELLING STOCKHOLDER)

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THIS PROSPECTUS RELATES TO THE OFFER AND SALE OF UP TO 2,485,944 SHARES OF
THE CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE ("CLASS A COMMON STOCK"), OF
INGRAM MICRO INC. ("INGRAM MICRO" OR THE "COMPANY") AT VARIOUS PRICES PURSUANT
TO THE INGRAM MICRO INC. 1996 ROLLOVER STOCK OPTION PLAN (THE "ROLLOVER PLAN").
PLEASE SEE THE SUMMARY OF THE ROLLOVER PLAN BEGINNING ON PAGE 17 AND THE FULL
TEXT OF THE ROLLOVER PLAN BEGINNING ON PAGE A-1.

THIS PROSPECTUS ALSO RELATES TO UP TO 250,000 SHARES OF CLASS A COMMON STOCK
WHICH MAY BE OFFERED AND SOLD TO IMMEDIATE FAMILY MEMBERS OF CERTAIN
PARTICIPANTS IN THE INGRAM MICRO INC. AMENDED AND RESTATED 1996 EQUITY INCENTIVE
PLAN (THE "AMENDED 1996 PLAN"), PURSUANT TO NON-QUALIFIED STOCK OPTIONS GRANTED
TO SUCH PARTICIPANTS UNDER THE AMENDED 1996 PLAN, SOME OR ALL OF WHICH MAY BE
TRANSFERRED BY PARTICIPANTS TO IMMEDIATE FAMILY MEMBERS IN ACCORDANCE WITH THE
AMENDED 1996 PLAN AND THE GRANT DOCUMENTS SPECIFYING THE TERMS AND CONDITIONS OF
SUCH NON-QUALIFIED STOCK OPTIONS. THIS PROSPECTUS ALSO RELATES TO THE OFFER AND
SALE OF CLASS A COMMON STOCK PURSUANT TO SUCH NON-QUALIFIED STOCK OPTIONS TO THE
BENEFICIARIES OF SUCH IMMEDIATE FAMILY MEMBERS, OR THE EXECUTORS, ADMINISTRATORS
OR BENEFICIARIES OF THEIR ESTATES, OR OTHER PERSONS DULY AUTHORIZED BY LAW TO
ADMINISTER THE ESTATE OR ASSETS OF SUCH PERSONS. PLEASE SEE THE SUMMARY OF THE
AMENDED 1996 PLAN BEGINNING ON PAGE 21 AND THE FULL TEXT OF THE AMENDED 1996
PLAN BEGINNING ON PAGE B-1.

IN ADDITION, THIS PROSPECTUS RELATES TO THE OFFER AND SALE FROM TIME TO TIME
BY THE INGRAM THRIFT PLAN ("II THRIFT PLAN"), THE INGRAM MICRO THRIFT PLAN ("IM
THRIFT PLAN"), AND THE INGRAM ENTERTAINMENT THRIFT PLAN ("IE THRIFT PLAN"), AS
SUCCESSORS TO THE INGRAM THRIFT PLAN, OF A TOTAL OF 5,767,717 SHARES, 1,610,392
SHARES, AND 835,245 SHARES, RESPECTIVELY, OF CLASS A COMMON STOCK OF THE
COMPANY. II THRIFT PLAN, IM THRIFT PLAN AND IE THRIFT PLAN ARE SOMETIMES EACH
REFERRED TO HEREIN INDIVIDUALLY AS A "THRIFT PLAN" AND COLLECTIVELY AS THE
"THRIFT PLANS." THE THRIFT PLANS, DEFINED CONTRIBUTION PLANS INTENDED TO QUALIFY
UNDER SECTION 401(A) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), CURRENTLY OWN AN AGGREGATE OF 7,229,108 SHARES OF CLASS B COMMON STOCK,
PAR VALUE $0.01 PER SHARE (THE "CLASS B COMMON STOCK"), (WHICH ARE AUTOMATICALLY
CONVERTIBLE INTO SHARES OF CLASS A COMMON STOCK UPON SALE) AND 981,354 SHARES OF
CLASS A COMMON STOCK (CONVERTED FROM CLASS B COMMON STOCK). THE COMPANY WILL NOT
RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SUCH SHARES OFFERED HEREBY.

The Thrift Plans directly or through agents, brokers, dealers or
underwriters designated from time to time, may sell shares of the Class A Common
Stock from time to time, on terms to be determined at the time of sale. To the
extent required, the specific number of shares to be sold, the purchase price
and public offering price, the names of any resale agent, dealer or underwriter,
and the terms and amount of any applicable commission or discount with respect
to a particular offer will be set forth in a Prospectus Supplement and/or
post-effective amendment to the registration statement of which this Prospectus
forms a part. See "Plan Of Distribution."

The Thrift Plans and any such agents, brokers, dealers or underwriters may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on the resale of the Class A Common Stock purchased by such deemed
underwriters may be deemed to be underwriting commissions or discounts under the
Securities Act.

The Company has agreed to bear all expenses of registration of the Class A
Common Stock under federal and state securities laws and to indemnify the Thrift
Plans and such agents, brokers, dealers, and underwriters against certain civil
liabilities, including certain liabilities under the Securities Act.

The Class A Common Stock is listed on the New York Stock Exchange under the
symbol "IM." On November 3, 1997, the last reported sale price of the Class A
Common Stock on the New York Stock Exchange Composite Tape was $30.94 per share.

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SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THIS OFFERING
(THE OFFERINGS BY THE COMPANY
AND THE OFFERINGS BY THE THRIFT PLANS
ARE COLLECTIVELY REFERRED TO
HEREIN AS "THE OFFERING").

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

_________, 1997

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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TABLE OF CONTENTS
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Page
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Incorporation of Certain Documents By Reference................................4
Available Information..........................................................5
Safe Harbor for Forward-Looking Information....................................5
Prospectus Summary.............................................................6
Risk Factors...................................................................8
The Company...................................................................15
Restrictions on Resale........................................................17
The Rollover Plan.............................................................17
Federal Income Tax Considerations Relating to the Rollover Plan...............20
The Amended 1996 Plan.........................................................20
Federal Income Tax Considerations Relating to the Amended 1996 Plan...........25
ERISA.........................................................................26
Use of Proceeds...............................................................26
Certain U.S. Federal Income Tax Considerations................................26
Plan of Distribution..........................................................28
Legal Matters.................................................................29
Experts.......................................................................29
Ingram Micro Inc. Rollover Stock Option Plan.................................A-1
Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan............B-1

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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON STOCK
OR OTHER SECURITIES OF THE COMPANY. SPECIFICALLY, UNDERWRITERS, IF ANY, ENGAGED
BY THE THRIFT PLANS, MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND MAY BID
FOR, AND PURCHASE, CLASS A COMMON STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

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5
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Ingram Micro and the Ingram Micro logo are registered trademarks of the
Company. Ingram Alliance, IMpulse, "Leading the Way in Worldwide Distribution,"
and "Partnership America" are trademarks of the Company. All other trademarks or
tradenames referred to in this Prospectus are the property of their respective
owners.

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Unless the context otherwise requires, the "Company" or "Ingram Micro"
refers to Ingram Micro Inc., a Delaware corporation, and its consolidated
subsidiaries. The fiscal year of the Company is a 52- or 53-week period ending
on the Saturday nearest to December 31. Unless the context otherwise requires,
references in this Prospectus to "1992," "1993," "1994," "1995," and "1996"
represent the fiscal years ended January 2, 1993 (53 weeks), January 1, 1994 (52
weeks), December 31, 1994 (52 weeks), December 30, 1995 (52 weeks), and December
28, 1996 (52 weeks), respectively. The Company's next 53-week fiscal year will
be fiscal year 1997.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (Exchange Act Commission File Number: 001-12203) are
incorporated by reference herein:

(1) The Company's Annual Report on Form 10-K for the year ended
December 28, 1996 (the "Company's 1996 Form 10-K").

(2) The Company's Proxy Statement in connection with the Company's
1997 Annual Meeting of Shareowners held on May 7, 1997.

(3) The description of the Company's Common Stock contained in the
Company's Exchange Act Registration Statement on Form 8-A dated
September 19, 1996, filed with the Commission pursuant to
Section 12 of the Exchange Act, including any amendment thereto
or report filed for the purpose of updating such description.

(4) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997 and June 28, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the shares hereunder shall be deemed to be
incorporated herein by reference and shall be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not constitute a
part of this Prospectus, except as so modified or superseded.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written request of such person, a copy of
any or all of the information incorporated by reference in the Registration
Statement of which this Prospectus is part (not including exhibits to such
information unless such exhibits are specifically incorporated by reference in
such information). Such request should be directed to Ingram Micro Inc., 1600 E.
St. Andrew Place, Santa Ana, CA 92705, Attention: Corporate Secretary,
(telephone number (714) 566-1000).

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6

AVAILABLE INFORMATION

This Prospectus forms a part of a registration statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission"). The Company has
registered on such registration statement a number of shares equal to the number
of shares issuable upon exercise of certain Options ("Options") to purchase
shares of Class A Common Stock, par value $0.01 per share ("Class A Common
Stock"), under the Rollover Plan and the Amended 1996 Plan during the period in
which it expects this Prospectus to be available. This document contains
additional information about the Rollover Plan and the Amended 1996 Plan for use
by holders of such Options in determining whether to purchase shares of Class A
Common Stock pursuant to the Rollover Plan or the Amended 1996 Plan, whichever
is applicable. The discussion of the Rollover Plan beginning on page 17 is a
general summary only. Please refer to the complete text of the Rollover Plan
beginning on page A-1, and, if applicable, the Option Agreement. Capitalized
terms not separately defined in this Prospectus in the discussion relating to
the Rollover Plan have the meanings set forth in the Rollover Plan. The
discussion of the Amended 1996 Plan beginning on page 21 is a general summary
only. Please refer to the complete text of the Amended 1996 Plan beginning on
page B-1, and, if applicable, the Option Agreement. Capitalized terms not
separately defined in this Prospectus in the discussion relating to the Amended
1996 Plan have the meanings set forth in the Amended 1996 Plan. Additional
information regarding the Rollover Plan and the Amended 1996 Plan and their
administrators may be obtained from the Compensation and Benefits Manager of
Ingram Micro Inc., 1600 East St. Andrew Place, Santa Ana, California 92705
(telephone number: (714) 566-1000).

THIS PROSPECTUS RELATING TO THE OPTIONS AND THE IM THRIFT PLAN IS AVAILABLE
FROM THE COMPENSATION AND BENEFITS MANAGER OF INGRAM MICRO INC., 1600 EAST ST.
ANDREW PLACE, SANTA ANA, CALIFORNIA 92705 (TELEPHONE NUMBER: (714) 566-1000).
THIS PROSPECTUS RELATING TO THE II THRIFT PLAN IS AVAILABLE FROM THE VICE
PRESIDENT OF HUMAN RESOURCES OF INGRAM INDUSTRIES INC., 4400 HARDING ROAD,
NASHVILLE, TENNESSEE 37205 (TELEPHONE NUMBER: (615) 298-8200). THIS PROSPECTUS
RELATING TO THE IE THRIFT PLAN IS AVAILABLE FROM THE VICE PRESIDENT OF HUMAN
RESOURCES OF INGRAM ENTERTAINMENT INC., TWO INGRAM BOULEVARD, LA VERGNE, TN
37089 (TELEPHONE NUMBER: (615) 287-4050).

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Commission. A copy of the Registration Statement, the exhibits and schedules
forming a part thereof and the reports and other information filed by the
Company in accordance with the Exchange Act may be inspected without charge at
the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain regional offices of the Commission located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed
by the Commission. In addition, reports, proxy statements and other information
concerning the Company can be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov.

SAFE HARBOR FOR FORWARD-LOOKING INFORMATION

In connection with the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company, in the Company's 1996 Form 10-K,
outlined cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements made by, or on behalf of, the Company. The factors
identified in the Company's 1996 Form 10-K include, but are not limited to, the
following: intense competition, narrow margins, fluctuations in quarterly
results, the capital intensive nature of the Company's business, management of
growth, the Company's dependence on information systems, exposure to foreign
markets, dependence on key suppliers, acquisitions, risk of declines in
inventory value, dependence on independent shipping companies and rapid
technological change. Any forward-looking statements made within this Prospectus
and Registration Statement should be considered in conjunction with the
information included in the Company's 1996 Form 10-K (including Exhibit 99.01
thereto, which is also incorporated by

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reference as Exhibit 99.01 to this Registration Statement). In addition, certain
related information is contained herein under "Risk Factors."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.

THE COMPANY

Ingram Micro is the leading wholesale distributor of computer-based
technology products and services worldwide. The Company markets microcomputer
hardware, networking equipment, and software products to more than 100,000
reseller customers in approximately 120 countries worldwide. Ingram Micro
distributes microcomputer products through warehouses in nine strategic
locations in the continental United States and 22 international distribution
centers located in Canada, Mexico, most countries of the European Union, Norway,
Malaysia, and Singapore. The Company believes that it is the market share leader
in the United States, Canada, and Mexico, and the third largest full-line
distributor in Europe. In 1996, approximately 31% of the Company's net sales
were derived from operations outside the United States. Ingram Micro offers
one-stop shopping to its reseller customers by providing a comprehensive
inventory of more than 145,000 distinct items (based on unique part numbers
assigned by manufacturers) from over 1,300 suppliers, including most of the
microcomputer industry's leading hardware manufacturers, networking equipment
suppliers, and software publishers. The Company's suppliers include Apple
Computer, Cisco Systems, Compaq Computer, Creative Labs, Hewlett-Packard, IBM,
Intel, Microsoft, NEC, Novell, Quantum, Seagate, 3Com, Sun Microsystems,
Toshiba, and U.S. Robotics.

The Company conducts business with most of the leading resellers of
microcomputer products around the world, including, in the United States, CDW
Computer Centers, CompuCom, CompUSA, Computer City, Electronic Data Systems, En
Pointe Technologies, Entex Information Services, GE Capital Information
Technologies Solutions, Micro Warehouse, Sam's Club, Staples, and Vanstar. The
Company's reseller customers outside the United States include Complet Data A/S,
Consultores en Diagnostico Organizacional y de Sistemas, DSG Retail Ltd., 06
Software Centre Europe, B.V., GE Capital Technologies, Jump Ordenadores, Maxima
S.A., Norsk Datasenter, Owell Svenska AB, SNI Siemens Nixdorf Infosys AG, and TC
Sistema SPA.

The Company has grown rapidly over the past four years, with net sales and
net income increasing to $12.0 billion and $110.7 million, respectively, in 1996
from $2.7 billion and $31.0 million, respectively, in 1992, representing
compound annual growth rates of 44.8% and 37.5%, respectively. The Company's
growth during this period reflects substantial expansion of its existing
domestic and international operations, resulting from the addition of new
customers, increased sales to the existing customer base, the addition of new
product categories and suppliers, and the establishment of the Company's master
reseller business launched in late 1994, as well as the successful integration
of thirteen acquisitions worldwide. Because of intense price competition in the
microcomputer products wholesale distribution industry, the Company's margins
have historically been narrow and are expected in the future to continue to be
narrow. In addition, the Company has relied heavily on debt financing for its
increasing working capital needs in connection with the expansion of its
business.

6
8
THE OFFERING

Class A Common Stock offered:

Class A Common Stock offered by the Company 2,735,944 Shares

Class A Common Stock offered by Thrift Plans:

Class A Common Stock offered by the II 5,767,717 Shares
Thrift Plan..............................

Class A Common Stock offered by the IM 1,610,392 Shares
Thrift Plan..............................

Class A Common Stock offered by the IE 835,245 Shares
Thrift Plan..............................

Total offered by the Company
and the Thrift Plans....... 10,949,298 Shares

Common Stock to be outstanding after this offering (1):

Class A Common Stock......... 39,734,802 Shares

Class B Common Stock(2)...... 99,729,852 Shares

Total...................... 139,464,654 Shares

Voting rights:

Class A Common Stock..................... One vote per share

Class B Common Stock..................... Ten votes per share

NYSE Symbol................................. IM

(1) Assumes all shares offered in this offering are actually sold, based on
shares outstanding at September 27, 1997 of 29,766,858 shares of Class
A Common Stock and 106,961,852 shares of Class B Common Stock. The
8,213,354 shares offered in this offering by the Thrift Plans represent
981,354 shares of Class A Common Stock and 7,232,000 shares of Class B
Common Stock, which will convert to Class A Common Stock automatically
upon purchase in this Offering. See "Selling Stockholders." Excludes
approximately 17,000,000 shares of Common Stock issuable in connection
with outstanding stock options.

(2) Each share of Class B Common Stock is convertible, at any time at the
option of the holder, into one share of Class A Common Stock. In
addition, the Class B Common Stock will be automatically converted into
Class A Common Stock upon the occurrence of certain events.

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9
RISK FACTORS

In evaluating the Company's business, prospective investors should carefully
consider the following factors in addition to the other information contained in
this Prospectus.

Intense Competition. The Company operates in a highly competitive
environment, both in the United States and internationally. The microcomputer
products distribution industry is characterized by intense competition, based
primarily on price, product availability, speed and accuracy of delivery,
effectiveness of sales and marketing programs, credit availability, ability to
tailor specific solutions to customer needs, quality and breadth of product
lines and services, and availability of technical and product information. The
Company's competitors include regional, national, and international wholesale
distributors, as well as hardware manufacturers, networking equipment
manufacturers, and software publishers that sell directly to resellers and large
resellers who resell to other resellers. Some manufacturers have been successful
in selling directly to the retail market, without the use of resellers or
distributors such as the Company. Many computer manufacturers which distribute
products through traditional two-tier distribution are attempting to counter the
success of the direct selling model through the use of channel assembly, in
which distributors or resellers assemble computers on behalf of manufacturers.
The Company intends to significantly increase its capacity and ability to
assemble computer systems. However, the Company's business, financial condition,
and results of operations could be adversely affected if manufacturers choose to
pursue the direct selling model, or if the Company is unable to successfully
compete in channel assembly. There can be no assurance that the Company will not
lose market share in the United States or in international markets, or that it
will not be forced in the future to reduce its prices in response to the actions
of its competitors and thereby experience a further reduction in its gross
margins. See " -- Narrow Margins."

The Company entered the "aggregator" or "master reseller" business by
launching Ingram Alliance in late 1994. The Company competes with other master
resellers, which sell to groups of affiliated franchisees and third-party
dealers. Many of the Company's competitors in the master reseller business are
more experienced and have more established contacts with affiliated resellers,
third-party dealers, or suppliers, which may provide them with a competitive
advantage over the Company.

The Company is constantly seeking to expand its business into areas closely
related to its core microcomputer products distribution business. As the Company
enters new business areas, it may encounter increased competition from current
competitors and/or from new competitors, some of which may be current customers
of the Company. For example, the Company intends to distribute media in the new
digital versatile disc format and may compete with traditional music and printed
media distributors. In addition, certain services the Company provides may
directly compete with those provided by the Company's reseller customers. There
can be no assurance that increased competition and adverse reaction from
customers resulting from the Company's expansion into new business areas will
not have a material adverse effect on the Company's business, financial
condition, or results of operations.

Narrow Margins. As a result of intense price competition in the
microcomputer products wholesale distribution industry, the Company's margins
have historically been narrow and are expected in the future to continue to be
narrow. See " -- Intense Competition." These narrow margins magnify the impact
on operating results of variations in operating costs. The Company's gross
margins have declined from 8.3% for 1992 to 6.5% for the thirty-nine weeks ended
September 27, 1997. The Company receives purchase discounts from suppliers based
on a number of factors, including sales or purchase volume and breadth of
customers. These purchase discounts directly affect gross margins. Because many
purchase discounts from suppliers are based on percentage increases in sales of
products, it may become more difficult for the Company to achieve the percentage
growth in sales required for larger discounts due to the current size of the
Company's revenue base. The Company's gross margins have been further reduced by
the Company's entry into the master reseller business which has lower gross
margins than the Company's traditional wholesale distribution business.
Accordingly, if the Company's master reseller business continues to grow as a
percentage of the Company's total net sales, the Company expects such

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10

increase to cause its overall gross margins to decline. See " -- Risks
Associated with the Company's Master Reseller Business." The Company has taken a
number of steps intended to address the challenges of declining gross margins,
particularly by continually improving and enhancing its information systems and
implementing procedures and systems designed to provide greater warehousing
efficiencies and greater accuracy in shipping. However, there can be no
assurance that these steps will prevent gross margins from continuing to
decline. If the Company's gross margins continue to decline, the Company will be
required to reduce operating expenses as a percentage of net sales further in
order to maintain or increase its operating margins. While the Company will
continue to explore ways to improve gross margins and reduce operating expenses
as a percentage of net sales, there can be no assurance that the Company will be
successful in such efforts or that the Company's margins will not decline in the
future.

Fluctuations in Quarterly Results. The Company's quarterly net sales and
operating results have varied significantly in the past and will likely continue
to do so in the future as a result of seasonal variations in the demand for the
products and services offered by the Company, the introduction of new hardware
and software technologies and products offering improved features and
functionality, the introduction of new products and services by the Company and
its competitors, the loss or consolidation of a significant supplier or
customer, changes in the level of operating expenses, inventory adjustments,
product supply constraints, competitive conditions including pricing, interest
rate fluctuations, the impact of acquisitions, currency fluctuations, and
general economic conditions. The Company's narrow margins may magnify the impact
of these factors on the Company's operating results.

Specific historical seasonal variations in the Company's operating results
have included a reduction of demand in Europe during the summer months,
increased Canadian government purchasing in the first quarter, and pre-holiday
stocking in the retail channel during the September to November period. In
addition, as was the case with the introduction of Microsoft Windows 95 in
August 1995, the product cycle of major products may materially impact the
Company's business, financial condition, or results of operations. Changes in
supplier supported programs may also have a material impact on the Company's
quarterly net sales and operating results. The Company may be unable to adjust
spending sufficiently in a timely manner to compensate for any unexpected sales
shortfall, which could materially adversely affect quarterly operating results.
Accordingly, the Company believes that period-to-period comparisons of its
operating results should not be relied upon as an indication of future
performance. In addition, the results of any quarterly period are not indicative
of results to be expected for a full fiscal year. In certain future quarters,
the Company's operating results may be below the expectations of public market
analysts or investors. In such event, the market price of the Class A Common
Stock would be materially adversely affected.

Capital Intensive Nature of Business. The Company's business requires
significant levels of capital to finance accounts receivable and product
inventory that is not financed by trade creditors. The Company has relied
heavily on debt financing for its increasing working capital needs in connection
with the expansion of its business. At December 30, 1996 and September 27, 1997,
the Company's total debt was $304.0 million and $417.7 million, respectively,
and represented 26.9% and 30.2%, respectively, of the Company's total
capitalization. In order to continue its expansion, the Company will need
additional financing, including debt financing, which may or may not be
available on terms acceptable to the Company, or at all. The Company expects
that the ratio of total debt to total capitalization will likely increase over
time. While a portion of the Company's historical financing needs has been
satisfied through internally generated funds and trade creditors, a substantial
amount prior to the Split-Off had come from intercompany borrowings under debt
facilities and an accounts receivable securitization facility maintained by
Ingram Industries Inc. ("Ingram Industries"), and now by the Company. No
assurance can be given that the Company will continue to be able to borrow in
adequate amounts for these or other purposes on terms acceptable to the Company,
and the failure to do so could have a material adverse effect on the Company's
business, financial condition, and results of operations.

The Company has a $1 billion credit facility and has recently added two new
multi-year, multi-currency revolving credit facilities totaling $650 million,
providing the Company total committed revolving credit facilities of $1.65
billion. The Company's ability in the future to satisfy its debt obligations
will be dependent upon its future

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11

performance, which is subject to prevailing economic conditions and financial,
business, and other factors, including factors beyond the Company's control.

Management of Growth. The rapid growth of the Company's business has
required the Company to make significant recent additions in personnel and has
significantly increased the Company's working capital requirements. Although the
Company has experienced significant sales growth in recent years, such growth
should not be considered indicative of future sales growth. Such growth has
resulted in new and increased responsibilities for management personnel and has
placed and continues to place a significant strain upon the Company's
management, operating and financial systems, and other resources. There can be
no assurance that the strain placed upon the Company's management, operating and
financial systems, and other resources will not have a material adverse effect
on the Company's business, financial condition, and results of operations, nor
can there be any assurance that the Company will be able to attract or retain
sufficient personnel to continue the expansion of its operations. Also crucial
to the Company's success in managing its growth will be its ability to achieve
additional economies of scale. There can be no assurance that the Company will
be able to achieve such economies of scale, and the failure to do so could have
a material adverse effect on the Company's business, financial condition, and
results of operations.

To manage the expansion of its operations, the Company must continuously
evaluate the adequacy of its management structure and its existing systems and
procedures, including, among others, its data processing, financial, and
internal control systems. When entering new geographic markets, the Company will
be required to implement the Company's centralized IMpulse information
processing system on a timely and cost-effective basis, hire personnel,
establish suitable distribution centers, and adapt the Company's distribution
systems and procedures to these new markets. There can be no assurance that
management will adequately anticipate all of the changing demands that growth,
including the Company's recently completed and any future acquisitions, could
impose on the Company's business systems, procedures, and structure. See " --
Acquisitions." In addition, the Company will be required to react to changes in
the microcomputer distribution industry, and there can be no assurance that it
will be able to do so successfully. Any failure to adequately anticipate and
respond to such changing demands may have a material adverse effect on the
Company's business, financial condition, or results of operations. See " --
Dependence on Information Systems."

Dependence on Information Systems. The Company depends on a variety of
information systems for its operations, particularly its centralized IMpulse
information processing system which supports more than 40 operational functions
including inventory management, order processing, shipping, receiving, and
accounting. At the core of IMpulse is on-line, real-time distribution software
which supports basic order entry and processing and customers' shipments and
returns. The Company's information systems require the services of over 400 of
the Company's associates with extensive knowledge of the Company's information
systems and the business environment in which the Company operates. Although the
Company has not in the past experienced significant failures or downtime of
IMpulse or any of its other information systems, any such failure or significant
downtime could prevent the Company from taking customer orders, printing product
pick-lists, and/or shipping product and could prevent customers from accessing
price and product availability information from the Company. In such event, the
Company could be at a severe disadvantage in determining appropriate product
pricing or the adequacy of inventory levels or in reacting to rapidly changing
market conditions, such as a currency devaluation. A failure of the Company's
information systems which impacts any of these functions could have a material
adverse effect on the Company's business, financial condition, or results of
operations. In addition, the inability of the Company to attract and retain the
highly skilled personnel required to implement, maintain, and operate IMpulse
and the Company's other information systems could have a material adverse effect
on the Company's business, financial condition, or results of operations. In
order to react to changing market conditions, the Company must continuously
expand and improve IMpulse and its other information systems. From time to time
the Company may acquire other businesses having information systems and records
which must be converted and integrated into IMpulse or other Company information
systems. This can be a lengthy and expensive process that results in a
significant diversion of resources from other operations. The inability of the
Company to convert the information systems of any acquired businesses, such as
that of the RND and Computek (as defined below), to the Company's information
systems and

10
12
to train its information systems personnel in a timely manner and on a
cost-effective basis could materially adversely affect the Company's business,
financial condition, or results of operations. See " -- Acquisitions." There can
be no assurance that the Company's information systems will not fail, that the
Company will be able to attract and retain qualified personnel necessary for the
operation of such systems, that the Company will be able to expand and improve
its information systems, or that the information systems of acquired companies
will be successfully converted and integrated into the Company's information
systems on a timely and cost-effective basis.

Management believes that customer information systems are becoming
increasingly important in the wholesale distribution of technology products. As
a result, the Company has recently enriched its customer information systems by
adding new features, including on-line ordering through the Internet. However,
there can be no assurance that competitors will not develop customer information
systems that are superior to those offered by the Company. The inability of the
Company to develop competitive customer information systems could adversely
affect the Company's business, financial condition, and results of operations.

As is the case with many computer systems, some of the Company's systems
use two digit data fields which recognize dates using the assumption that the
first two digits are "19" (i.e., the number 97 is recognized as the year 1997).
Therefore, the Company's date critical functions relating to the year 2000 and
beyond, such as sales, distribution, purchasing, inventory control, merchandise
planning and replenishment, facilities, and financial systems, may be severely
affected unless changes are made to these computer systems. The Company expects
to resolve these issues in a timely manner and is currently engaged in a review
of all existing computer systems in order to implement the required changes.
However, no assurance can be given that these issues can be resolved in a timely
manner or that the Company will not incur significant expense in resolving these
issues.

Exposure to Foreign Markets; Currency Risk. The Company, through its
subsidiaries, operates in a number of countries outside the United States,
including Canada, Mexico, most of the countries of the European Union, Norway,
Malaysia, and Singapore. In 1995, 1996, and for the thirty nine-weeks ended
September 1997, 30.7%, 31.0%, and 29.8%, respectively, of the Company's net
sales were derived from operations outside of the United States, and the Company
expects its international net sales to increase as a percentage of total net
sales in the future. The Company's international net sales are primarily
denominated in currencies other than the U.S. dollar. Accordingly, the Company's
international operations impose risks upon its business as a result of exchange
rate fluctuations. Although the Company attempts to mitigate the effect of
exchange rate fluctuations on its business, primarily by attempting to match the
currencies of sales and costs, as well as through the use of foreign currency
borrowings and derivative financial instruments such as forward exchange
contracts, the Company does not seek to remove all risk associated with such
fluctuations. Accordingly, there can be no assurance that exchange rate
fluctuations will not have a material adverse effect on the Company's business,
financial condition, or results of operations in the future. In certain
countries outside the United States, operations are accounted for primarily on a
U.S. dollar denominated basis. In the event of an unexpected devaluation of the
local currency in those countries, the Company may experience significant
foreign exchange losses. For example, the devaluation of the Mexican peso, which
began in December 1994, significantly affected the Company's Mexican operations.
The primary impact on the Company's operating results was a foreign exchange
pre-tax charge of approximately $6.9 million and $7.8 million in 1994 and 1995,
respectively. In addition, the Company's net sales in Mexico were adversely
affected in 1995 as a result of the general economic impact of the devaluation
of the Mexican peso.

The Company's international operations are subject to other risks such as
the imposition of governmental controls, export license requirements,
restrictions on the export of certain technology, political instability, trade
restrictions, tariff changes, difficulties in staffing and managing
international operations, difficulties in collecting accounts receivable and
longer collection periods, and the impact of local economic conditions and
practices. As the Company continues to expand its international business, its
success will be dependent, in part, on its ability to anticipate and effectively
manage these and other risks. There can be no assurance that these and other
factors will not have a material adverse effect on the Company's international
operations or its business, financial condition, and results of operations as a
whole.

11
13

Product Supply; Dependence on Key Suppliers. The ability of the Company to
obtain particular products or product lines in the required quantities and to
fulfill customer orders on a timely basis is critical to the Company's success.
In most cases, the Company has no guaranteed price or delivery agreements with
its suppliers. As a result, the Company has experienced, and may in the future
continue to experience, short-term inventory shortages. In addition,
manufacturers who currently distribute their products through the Company may
decide to distribute, or to substantially increase their existing distribution,
through other distributors, their own dealer networks, or directly to resellers.
Further, the personal computer industry experiences significant product supply
shortages and customer order backlogs from time to time due to the inability of
certain manufacturers to supply certain products on a timely basis. There can be
no assurance that suppliers will be able to maintain an adequate supply of
products to fulfill the Company's customer orders on a timely basis or that the
Company will be able to obtain particular products or that a product line
currently offered by suppliers will continue to be available. The failure of the
Company to obtain particular products or product lines in the required
quantities or fulfill customer orders on a timely basis could have a material
adverse effect on its business, financial condition, or results of operations.

Although Ingram Micro regularly stocks products and accessories supplied by
over 1,300 suppliers, approximately 41.4%, 53.2%, 55.5% and 58.6% of the
Company's net sales in 1994, 1995, 1996, and thirty-nine weeks ended September
27, 1997, respectively, were derived from products provided by its ten largest
suppliers. In the thirty-nine weeks ended September 27, 1997, 37.9% of the
Company's net sales were derived from sales of products provided by its three
largest suppliers. Certain of the Company's non-U.S. operations are even more
dependent on a limited number of suppliers. In addition, many services that the
Company provides to its reseller customers, such as financing and technical
training, are dependent on supplier support. The loss of a major supplier, the
deterioration of the Company's relationship with a major supplier, the loss or
deterioration of supplier support for certain Company-provided services, the
decline in demand for a particular supplier's product, or the failure of the
Company to establish good relationships with major new suppliers could have a
material adverse effect on the Company's business, financial condition, or
results of operations. Such a loss, deterioration, decline, or failure could
also have a material adverse effect on the sales by the Company of products
provided by other suppliers.

The Company's ability to achieve increases in net sales or to sustain
current net sales levels depends in part on the ability and willingness of the
Company's suppliers to provide products in the quantities the Company requires.
Although the Company has written distribution agreements with many of its
suppliers, these agreements usually provide for nonexclusive distribution rights
and often include territorial restrictions that limit the countries in which
Ingram Micro is permitted to distribute the products. The agreements are also
generally short term, subject to periodic renewal, and often contain provisions
permitting termination by either party without cause upon relatively short
notice. The termination of an agreement may have a material adverse impact on
the Company's business, financial condition, or results of operations.

Risks Associated with the Company's Master Reseller Business. Ingram Micro
entered the master reseller (also known as "wholesale aggregation") business in
late 1994 through the launch of Ingram Alliance, which is designed to offer
resellers access to products supplied by certain of the industry's leading
hardware manufacturers at competitive prices by utilizing a low-cost business
model that depends upon a higher average order size, lower product returns
percentage, and supplier-paid financing. In addition, the Company completed the
acquisition of Intelligent Electronics' ("IE") indirect distribution
business, its Reseller Network Division (the "RND"), in July 1997. The master
reseller/indirect distribution business is characterized by gross margins and
operating margins that are even narrower than those of the U.S. microcomputer
products wholesale distribution business and by competition based almost
exclusively on price, programs, and execution. In the master reseller business,
the Company has different supply arrangements and financing terms than in its
traditional wholesale distribution business.

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A substantial portion of the net sales of the Company's master reseller
business is derived from the sale of products supplied by several key suppliers.
As a result, Company's master reseller business is dependent upon price and
related terms and availability of products provided by its key suppliers.
Although the Company considers its relationships with these suppliers to be
good, there can be no assurance that these relationships will continue as
presently in effect or that changes by one or more of such key suppliers in
their volume discount schedules or other marketing programs would not adversely
affect the Company's business, financial condition or results of operations.
Termination or nonrenewal of the Company' agreements with key suppliers would
have a material adverse effect on the Company's business, financial condition,
or results of operations.

Acquisitions. As part of its growth strategy, the Company pursues the
acquisition of companies that either complement or expand its existing business.
As a result, the Company is continually evaluating potential acquisition
opportunities, which may be material in size and scope. Acquisitions involve a
number of risks and difficulties, including expansion into new geographic
markets and business areas, the requirement to understand local business
practices, the diversion of management's attention to the assimilation of the
operations and personnel of the acquired companies, the integration of the
acquired companies' management information systems with those of the Company,
potential adverse short-term effects on the Company's operating results, the
amortization of acquired intangible assets, and the need to present a unified
corporate image.

The Company completed the acquisition of IE's indirect distribution
business in July 1997. In addition, the Company announced on October 15, 1997,
that it has entered into a definitive agreement with Empresas Quintec S.A. to
acquire the leading Chilean computer products distributor, Computacion Tecnica,
S.A. and its affiliated companies, including Systemes & Solutions Informatica
Ltda., based in Sao Paulo, Brazil; Computek Enterprises (U.S.A.) Inc., based in
Miami, Florida; and Computacion Tecnica Peruana S.A. located in Lima, Peru
(collectively, "Computek").

The Company anticipates that one or more potential acquisition
opportunities, including some that could be material to the Company, may become
available in the future. The Company may issue equity securities to consummate
acquisitions, which may cause dilution to investors purchasing Class A Common
Stock in this offering. In addition, the Company may be required to utilize cash
or increase its borrowings to consummate acquisitions. No assurance can be given
that the Company will have adequate resources to consummate any acquisition,
that any acquisition by the Company will or will not occur, that if any
acquisition does occur it will not have a material adverse effect on the
Company, its business, financial condition, or results of operations or that any
such acquisition will be successful in enhancing the Company's business.

Risk of Declines in Inventory Value. The Company's business, like that of
other wholesale distributors, is subject to the risk that the value of its
inventory will be adversely affected by price reductions by suppliers or by
technological changes and evolving industry standards affecting the usefulness
or desirability of the products comprising the Company's inventory. These
changes may cause inventory in stock to decline substantially in value or to
become obsolete. In addition, suppliers may give the Company limited or no
access to new products being introduced. It is the policy of most suppliers of
microcomputer products to protect distributors such as the Company, who purchase
directly from such suppliers, from the loss in value of inventory due to
technological change or the supplier's price reductions. Under the terms of many
distribution agreements, suppliers will credit the distributor for inventory
losses resulting from the supplier's price reductions if the distributor
complies with certain conditions. In addition, under many such agreements, the
distributor has the right to return for credit or exchange for other products a
portion of the inventory items purchased, within a designated period of time. A
supplier who elects to terminate a distribution agreement generally will
repurchase from the distributor the supplier's products carried in the
distributor's inventory. The industry practices discussed above are sometimes
not embodied in written

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agreements and do not protect the Company in all cases from declines in
inventory value. No assurance can be given that such practices will continue,
that unforeseen new product developments will not materially adversely affect
the Company, or that the Company will be able to successfully manage its
existing and future inventories. The Company's risk of declines in inventory
value could be greater outside the United States where agreements with suppliers
are more restrictive with regard to price protection and the Company's ability
to return unsold inventory. The Company establishes reserves for estimated
losses due to obsolete inventory in the normal course of business. Historically,
the Company has not experienced losses due to obsolete inventory materially in
excess of established inventory reserves. Although the Company believes that it
has adequate price protection and other arrangements with its suppliers to avoid
bearing the costs associated with these changes, no assurance can be made that
future technological or other changes and significant declines in inventory
value in excess of established inventory reserves, will not have a material
adverse effect on the business, financial condition, or results of operations of
the Company. Outside North America, the supplier contracts can be more
restrictive and place greater risks on the Company.

The Company sometimes purchases from suppliers, usually at significant
discounts, quantities of products that are nearing the end of their product life
cycle. In addition, the Company's purchasing staff also seeks opportunities to
purchase quantities of products from suppliers at discounts larger than those
usually available. When the Company negotiates these purchases, it seeks to
secure favorable terms for the return to suppliers of products unwanted by
resellers and end-users.

Because some of these purchase agreements contain terms providing for a
60-day time limit on returns to suppliers, end-user or reseller delays in
returning the product to the Company may make it difficult for the Company to
meet the deadline for returns to suppliers, and the Company could be left with
unwanted product. Additionally, some suppliers may be unwilling or unable to pay
the Company for products returned to them under purchase agreements, and this
trend may accelerate as consolidation in the industry increases. For products
offered by major suppliers, each of these events, were they to occur, could
materially adversely impact the Company's business, financial condition, or
results of operations.

Dependence on Independent Shipping Companies. The Company relies almost
entirely on arrangements with independent shipping companies for the delivery of
its products. Products are shipped from suppliers to the Company through Skyway
Freight Systems, Yellow Freight Systems, APL Land Transport Services, and ABF
Freight Systems. Currently, Federal Express Corporation ("FedEx"), United Parcel
Service ("UPS"), Western Package Service, General Parcel Services, Roadway
Parcel Services, and Purolator Courier deliver the substantial majority of the
Company's products to its reseller customers in the United States and Canada. In
other countries, the Company typically relies on one or two shipping companies
prominent in local markets. The termination of the Company's arrangements with
one or more of these independent shipping companies, or the failure or inability
of one or more of these independent shipping companies to deliver products from
suppliers to the Company or products from the Company to its reseller customers
or their end-user customers could have a material adverse effect on the
Company's business, financial condition, or results of operations. For instance,
an employee work stoppage or slow-down at one or more of these independent
shipping companies could materially impair that shipping company's ability to
perform the services required by the Company. There can be no assurance that the
services of any of these independent shipping companies will continue to be
available to the Company on terms as favorable as those currently available or
that these companies will choose or be able to perform their required shipping
services for the Company.

Alternate Means of Software Distribution. Net sales of software products
have decreased as a percentage of total net sales in recent years due to a
number of factors, including bundling of software with microcomputers; sales
growth in the Company's master reseller business, which is a hardware-only
business; declines in software prices; and the emergence of alternative means of
software distribution, such as site licenses and electronic distribution. The
Company expects this trend to continue.

Control by Ingram Family Stockholders; Certain Anti-takeover Provisions. As
of September 27, 1997, 66.1%

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16

of the outstanding Common Stock (and 82.2% of the outstanding voting power) was
held by Martha R. Ingram, her children, certain trusts created for their
benefit, and two charitable trusts and a foundation created by the Ingram family
(collectively, the "Ingram Family Stockholders"). The Ingram Family Stockholders
have entered into a Board Representation Agreement with the Company, which
provides that certain types of corporate transactions, including transactions
involving the potential sale or merger of the Company; the issuance of
additional equity, warrants, or options; certain acquisitions; or the incurrence
of significant indebtedness, may not be entered into without the written
approval of at least a majority of the voting power held by certain of the
Ingram Family Stockholders acting in their sole discretion. In addition, it
provides for the designation of (i) not more than three directors designated by
the Ingram Family Stockholders, (ii) one director designated by the Chief
Executive Officer of the Company, and (iii) four or five additional directors
who are not members of the Ingram family or executive officers or employees of
the Company. Directors designated by the Ingram Family Stockholders may include
Martha R. Ingram, any of her legal descendants, or any of their respective
spouses. Voting control by the Ingram Family Stockholders may discourage certain
types of transactions involving an actual or potential change of control of the
Company, including transactions in which the holders of the Company's Class A
Common Stock might receive a premium for their shares over the prevailing market
price of the Class A Common Stock.

Section 203 of the Delaware General Corporation Law (as amended from time to
time, the "DGCL"), which is applicable to the Company, prohibits certain
business combinations with certain stockholders for a period of three years
after they acquire 15% or more of the outstanding voting stock of a corporation.
In addition, the authorized but unissued capital stock of the Company includes
1,000,000 shares of preferred stock. The Board of Directors is authorized to
provide for the issuance of such preferred stock in one or more series and to
fix the designations, preferences, powers and relative, participating, optional
or other rights and restrictions thereof. Accordingly, the Company may issue a
series of preferred stock in the future that will have preference over the
Common Stock with respect to the payment of dividends and upon liquidation,
dissolution or winding-up or which could otherwise adversely affect holders of
the Common Stock or discourage or make difficult any attempt to obtain control
of the Company.

Possible Volatility of Stock Price. The market price of the Class A Common
Stock could be subject to wide fluctuations in response to quarterly variations
in the Company's results of operations, changes in earnings estimates by
research analysts, conditions in the personal computer industry, or general
market or economic conditions, among other factors. In addition, in recent years
the stock market has experienced extreme price and volume fluctuations. These
fluctuations have had a substantial effect on the market prices of many
technology companies, often unrelated to the operating performance of the
specific companies. Such market fluctuations could materially adversely affect
the market price for the Class A Common Stock.

THE COMPANY

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17

stores, computer superstores, mass merchants, office product superstores,
software-only stores, and warehouse clubs. As a wholesale distributor, the
Company markets its products to each of these types of resellers as opposed to
marketing directly to end-user customers.

The Company conducts business with most of the leading resellers of
microcomputer products around the world. Ingram Micro offers one-stop shopping
to its reseller customers by providing a comprehensive inventory of more than
145,000 distinct items (based on unique part numbers assigned by manufacturers)
from over 1,300 suppliers, including most of the microcomputer industry's
leading hardware manufacturers, networking equipment suppliers, and software
publishers. The Company's broad product offerings include: desktop and notebook
personal computers ("PCs"), servers, and workstations; mass storage devices;
CD-ROM drives; monitors; printers; scanners; modems; networking hubs, routers,
and switches; network interface cards; business application software;
entertainment software; and computer supplies. Ingram Micro distributes
microcomputer products worldwide through warehouses in nine strategic locations
in the continental United States and 22 international distribution centers
located in Canada, Mexico, most countries of the European Union, Norway,
Malaysia, and Singapore.

The Company has grown rapidly over the past four years, with net sales and
net income increasing to $12.0 billion and $110.7 million, respectively, in 1996
from $2.7 billion and $31.0 million, respectively, in 1992, representing
compound annual growth rates of 44.8% and 37.5%, respectively. The Company's
growth during this period reflects substantial expansion of its existing
domestic and international operations, resulting from the addition of new
customers, increased sales to the existing customer base, the addition of new
product categories and suppliers, and the establishment of Ingram Alliance, as
well as the successful integration of thirteen acquisitions worldwide. Because
of intense price competition in the microcomputer products wholesale
distribution industry, the Company's margins have historically been narrow and
are expected in the future to continue to be narrow. In addition, the Company
has relied heavily on debt financing for its increasing working capital needs in
connection with the expansion of its business.

The Company was previously a subsidiary of Ingram Industries, a company
controlled by the Ingram Family Stockholders. The Company, Ingram Industries,
and Ingram Entertainment Inc. ("Ingram Entertainment") have entered into certain
agreements, pursuant to which the operations of the three companies were
reorganized (the "Reorganization"). In the Reorganization, the Company, Ingram
Industries, and Ingram Entertainment allocated certain liabilities and
obligations among themselves. Immediately prior to the closing of the Company's
initial public offering in November 1996 ("IPO"), Ingram Industries consummated
an exchange, pursuant to which certain existing stockholders of Ingram
Industries exchanged all or a portion of their shares of Ingram Industries
common stock for shares of Class B Common Stock of the Company in specified
ratios (the "Exchange," collectively with those elements of the Reorganization
that occurred prior to the closing of the IPO, the "Split-Off"). Immediately
after the Split-Off and the closing of the IPO, none of the Common Stock was
held by Ingram Industries, other than 246,000 shares of Class A Common Stock
purchased by Ingram Industries in the IPO. At such time, 67.9% of the
outstanding Common Stock (and 80.5% of the outstanding voting power) was held by
the Ingram Family Stockholders. See "Risk Factors -- Control by Ingram Family
Stockholders; Certain Anti-takeover Provisions." After the Split-Off, Ingram
Entertainment continued to be a wholly-owned subsidiary of Ingram Industries
until June 1997, at which time certain remaining stockholders of Ingram
Industries exchanged their remaining shares of Ingram Industries common stock
for shares of Ingram Entertainment common stock.

The Company's earliest predecessor began business in 1979 as a California
corporation named Micro D, Inc. This company and its parent, Ingram Micro
Holdings Inc. ("Holdings"), grew through a series of acquisitions, mergers, and
internal growth to encompass the Company's current operations. Ingram Micro Inc.
was incorporated in Delaware on April 29, 1996, in order to effect the
reincorporation of the Company in Delaware. The successor to Micro D, Inc. and
Holdings were merged into Ingram Micro Inc. in October 1996. The Company's
principal executive office is located at 1600 East St. Andrew Place, Santa Ana,
California 92705, and its telephone number is (714) 566-1000.

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RESTRICTIONS ON RESALE

Any person who is an "affiliate" of the Company (as the term "affiliate" is
used in Rule 144 promulgated by the Commission under the Securities Act), and
who acquires shares of Class A Common Stock pursuant to this Offering may resell
such shares only (i) pursuant to a registration statement filed under the
Securities Act, or (ii) within the restrictions, including the sales volume
limitations, imposed by Rule 144 other than the one-year holding period
requirement in Rule 144. In addition, certain participants in the Rollover Plan
and the Amended 1996 Plan may be subject to the "short-swing profits" sanction
of Section 16(b) of the Exchange Act.

THE ROLLOVER PLAN

THIS SECTION IS NOT APPLICABLE TO SALES MADE BY THE THRIFT PLANS OR TO SALES
MADE BY THE COMPANY PURSUANT TO THE AMENDED 1996 PLAN. THIS SECTION ONLY APPLIES
TO SALES MADE BY THE COMPANY PURSUANT TO EXERCISES OF NON-QUALIFIED STOCK
OPTIONS GRANTED AND OUTSTANDING UNDER THE ROLLOVER PLAN.

PURPOSE

Options outstanding under the Rollover Plan were granted upon the
conversion and cancellation of certain options to purchase shares of, and
Incentive Stock Units ("ISUs") and Stock Appreciation Rights ("SARs") relating
to, common stock of Ingram Industries as provided in the Amended and Restated
Stock Option, SAR and ISU Conversion and Exchange Agreement (the "Conversion
Agreement") in connection with the Split-Off. The Rollover Plan expired 90 days
after the closing of the Split-Off (i.e., February 4, 1997).

The following summary of the Rollover Plan does not purport to be complete,
and reference is made to the Ingram Micro Inc. Rollover Stock Option Plan which
is reproduced beginning at page A-1.

ADMINISTRATION

The Rollover Plan is administered by a Committee (the "Committee") of the
Board of Directors of the Company (the "Board"). The Rollover Plan expired on
February 4, 1997; however, the authority of the Board and Committee with
respect to outstanding Options continued after the authority to grant new
Options under the Rollover Plan expired.

Subject to the terms of the Rollover Plan and applicable law, the Committee
has full power to construe and interpret the Rollover Plan and to establish and
amend such rules and regulations as it deems necessary or advisable for the
proper administration of the Rollover Plan. Decisions of the Committee are
conclusive and binding upon all Persons, including Optionees and any persons
claiming under or through an Optionee.

The Committee, to the extent necessary to comply with Section 16 of the
Exchange Act, shall consist of at least two directors of the Company chosen by
the Board, each of whom is a "non-employee director" within the meaning of Rule
16b-3 under the Exchange Act. Additional information regarding the Rollover Plan
and the Committee may be obtained by contacting the Committee: Attention:
Compensation and Benefits Manager of Ingram Micro Inc., 1600 East St. Andrew
Place, Santa Ana, California 92705 (telephone number: (714) 566-1000).

ELIGIBILITY

This Prospectus applies only to the exercise of Non-Qualified Stock Options
by Participants who are current or former employees or directors of Ingram
Industries, Ingram Entertainment, or any of their respective subsidiaries, and
are not currently employees of the Company or any of its subsidiaries
("Optionees").

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SHARES SUBJECT TO THE ROLLOVER PLAN

The maximum number of shares of Class A Common Stock issuable in respect of
Options granted and outstanding under the Rollover Plan is 7,047,031 shares.

OPTIONS

Type of Options. All options held by Optionees under the Rollover Plan to
which this Prospectus relates are Non-Qualified Stock Options and are not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

Term of Options. The term of an Option was determined by the Committee
pursuant to the Conversion Agreement.

Exercise Price. The per share exercise price of each Option granted by the
Committee was determined by the Committee pursuant to the Conversion Agreement.

Option Agreement. The Option Agreement, if applicable, may impose
restrictions or limitations on the exercise of an Option in addition to those
set forth in this Prospectus. Each Optionee should read his or her Option
Agreement with special care.

EFFECT ON OPTIONS OF TERMINATION OF EMPLOYMENT

Termination of Employment. Except as the Committee may otherwise provide, if
an Optionee's employment with his or her Employer is terminated for any reason
other than death, permanent and total disability, retirement or Cause, the
Optionee's Non-Qualified Stock Options shall expire 60 days following such
termination of employment or, if earlier, the date such Option would otherwise
expire by its terms. Such Non-Qualified Stock Option will be exercisable prior
to such expiration only to the extent exercisable at the date of such
termination of employment.

Death, Disability or Retirement. Except as the Committee may otherwise
provide, if an Optionee's employment with his or her Employer is terminated by
reason of death or by permanent and total disability or retirement (as
determined by the Committee), the Optionee or his successor (if employment is
terminated by death) shall have the right to exercise any Non-Qualified Stock
Option during the one-year period following such termination of employment, to
the extent exercisable at the date of such termination of employment, but in no
event later than the date the Non-Qualified Stock Option would otherwise expire
by its terms.

Cause. An Optionee's right to exercise any Non-Qualified Stock Option shall
terminate and such Option shall expire upon termination of employment for Cause.

EXERCISE OF OPTIONS

EXERCISE OF OPTIONS. Each Non-Qualified Stock Option is exercisable only
during its term.

Non-Qualified Stock Options under the Rollover Plan may be exercised by
delivering or mailing to the stock plan administrator, Smith Barney, Inc. (the
"Stock Plan Administrator"), Attention: Stewart Smith, 3100 West End Avenue,
Suite 150, Nashville, Tennessee 37203-1323,

(1) a notice, in the form prescribed by the Committee, specifying
the number of shares to be purchased, and either

(2) a check or money order payable to the Stock Plan Administrator
for the exercise price multiplied by the number of shares to be
purchased, or

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(3) by indicating on the form, an exercise election instructing
Smith Barney to open a securities account and (i) sell all
shares acquired through the exercise, (ii) sell only the number
of shares required to cover the cost of the exercise, or (iii)
exercise and hold all shares in connection with exercising the
Non-Qualified Stock Option), or

(4) shares of Class A Common Stock owned for at least six months
valued at Fair Market Value on the date the Non-Qualified Stock
Option is exercised equal to the per share exercise price
multiplied by the number of shares to be purchased, or

(5) a combination of the consideration set forth in (2), (3) and (4)
above.

Upon receipt of such notice and payment, subject to compliance with
applicable withholding obligations, the Company shall cause prompt delivery to
the Optionee of a certificate or certificates for the shares purchased, if stock
certificates have been requested by the Optionee. Otherwise, the Stock Plan
Administrator will send to the Optionee a statement reflecting ownership in an
account with the Stock Plan Administrator by the Optionee of the total number of
shares of Class A Common Stock purchased and held by electronic notation.

RESTRICTIONS ON EXERCISE

In order to avoid violation of any applicable law or regulation, the
Committee may at any time refuse to issue or transfer shares of Common Stock
under the Rollover Plan. It is expected that the Committee will refuse to issue
shares upon exercise of Non-Qualified Stock Options unless there is at such time
an effective registration statement (including a current prospectus) with
respect to such shares. The Company has agreed, as part of the Split-Off, to
keep effective until no Options remain outstanding, a registration statement on
Form S-3 relating to all shares issuable upon exercise of Options, other than
those covered by the registration statement on Form S-8 referred to below.

Additional Registration Statement Relating to Options Held by Employees of
the Company. The Company has filed with the Commission a registration statement
on Form S-8 effective March 24, 1997, relating to shares issuable upon exercise
of Options which are held by employees of the Company. Although such
registration statement is effective, the Committee still retains discretion to
refuse to issue shares upon exercise of Options.

AMENDMENT AND TERMINATION

The Board may amend, suspend, or terminate the Rollover Plan at any time.
However, with the exception of adjustment for changes in capitalization, the
authorization of the Company's stockholders is required if the Committee in its
sole discretion determines that such authorization is necessary to comply with
any tax or regulatory requirement, including any approval requirement which is a
prerequisite for exemptive relief from Section 16 of the Exchange Act, for which
or with which the Committee in its sole discretion determines that it is
desirable to qualify or comply. The Committee may amend the term of any Option
but no amendment may adversely affect any Option without the Optionee's consent.

ADJUSTMENTS

In the event that the Committee shall determine that any corporate event
affects the Class A Common Stock such that an adjustment is required to preserve
the benefits or potential benefits made available under the Rollover Plan, then
the Committee may, in such manner as the Committee may deem equitable, adjust
any or all of (i) the number and kind of shares which thereafter may be optioned
and sold, (ii) the number and kinds of shares subject to outstanding Options,
and (iii) the exercise price with respect to any Option.

TRANSFERABILITY

All Options granted under the Rollover Plan are nontransferable other than
by will or by the laws of descent

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and distribution.

FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE ROLLOVER PLAN

The following summary contains general information on the United States
federal income tax consequences to Optionees and the Company with respect to
Non-Qualified Stock Options. All Options outstanding under the Rollover Plan and
that are covered by this Prospectus are Non-Qualified Stock Options. For
additional tax information, including information regarding state taxes,
Optionees should consult their own tax advisors.

GRANT OF OPTION

There is no tax consequence to the Optionee or to the Company upon the grant
of a Non-Qualified Stock Option.

EXERCISE OF OPTION

An Optionee realizes ordinary taxable income upon the exercise of a
Non-Qualified Stock Option to the extent of the difference between the fair
market value on the exercise date of the shares of Class A Common Stock acquired
on exercise of the Option, and the Option price. The Company has a corporate
income tax deduction in an amount equal to the ordinary taxable income of an
Optionee who is an employee or former employee of the Company. Ingram
Industries, Ingram Micro, and Ingram Entertainment have agreed that Ingram Micro
will be paid an amount equal to the tax benefit to Ingram Industries or Ingram
Entertainment, as the case may be, in respect of Options exercised by their
current or former employees.

The exercise price of the shares plus the amount of the Optionee's ordinary
taxable income is the Optionee's cost basis for shares of Class A Common Stock
acquired pursuant to the exercise of a Non-Qualified Stock Option. An Optionee
who sells shares of Class A Common Stock acquired upon exercise of a
Non-Qualified Stock Option will have gain or loss equal to the difference
between the amount realized on sale and the Optionee's cost basis for the
shares. If an Optionee sells shares at a gain and such shares were held for the
period specified under applicable tax law, the gain realized on sale will be
treated as a long-term capital gain.

If the Optionee uses previously acquired shares of Class A Common Stock to
exercise a Non-Qualified Stock Option, the Optionee will not recognize gain or
loss on the exchange of the previously acquired shares for the Option shares.
Those shares received upon exercise that are equal in number to the previously
acquired shares exchanged therefor will have the same tax basis and holding
period as the previously acquired shares. The additional shares received upon
exercise will have a tax basis equal to the amount of ordinary income realized
on the Option exercise and a holding period beginning on the date of exercise.

TAX WITHHOLDING

Upon the exercise of a Non-Qualified Stock Option, the Optionee's Employer
is required to withhold federal and state (if applicable) income taxes, social
security tax (if the Optionee's wages have not exceeded the social security wage
base) and Medicare tax. THE AMENDED 1996 PLAN

THIS SECTION IS NOT APPLICABLE TO SALES MADE BY THE THRIFT PLANS OR TO SALES
MADE BY THE COMPANY PURSUANT TO THE ROLLOVER PLAN. THIS SECTION ONLY APPLIES TO
SALES MADE BY THE COMPANY PURSUANT TO EXERCISES OF NON-QUALIFIED STOCK OPTIONS
BY HOLDERS THEREOF TO WHOM THE RIGHTS TO HOLD AND EXERCISE SUCH OPTIONS WERE
TRANSFERRED PURSUANT TO THE TERMS OF THE AMENDED 1996 PLAN BY THE ORIGINAL
HOLDER OF SUCH OPTIONS.

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PURPOSE

The purposes of the Amended 1996 Plan are to promote the interests of
the Company and its shareowners by providing an additional means of retaining
and attracting competent management personnel, providing to participating
associates a financial incentive for high levels of performance, and attracting
and retaining the services of experienced and knowledgeable independent
directors.

The following summary of the Amended 1996 Plan does not purport to be
complete, and reference is made to the Ingram Micro Inc. Amended and Restated
1996 Equity Incentive Plan which is reproduced beginning at page B-1.

ADMINISTRATION

The Amended 1996 Plan is administered by the Committee. Under the
Amended 1996 Plan, the Committee may grant Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Performance Based Awards, and Other Stock-Based Awards. The following summary
addresses Options which have been transferred by certain Participants in the
Amended 1996 Plan to immediate family members and which are Non-Qualified
Stock Options (see "Eligibility" and "Transferability").

Subject to the terms of the Amended 1996 Plan and applicable law, the
Committee has full power to construe and interpret the Amended 1996 Plan and to
establish and amend such rules and regulations as it deems necessary or
advisable for the proper administration of the Amended 1996 Plan. Decisions of
the Committee are conclusive and binding upon all Persons, including
Participants and any Person claiming under or through a Participant.

The Committee, to the extent necessary to comply with Section 16 of the
Exchange Act, shall consist of at least two directors of the Company chosen by
the Board, each of whom is a "non-employee director" within the meaning of Rule
16b-3 under the Exchange Act. Additional information regarding the Amended 1996
Plan and the Committee may be obtained by calling (714) 566-1000 or by writing
the Committee: c/o Compensation and Benefits Manager, Ingram Micro Inc., 1600 E.
St. Andrew Place, Santa Ana, California 92705.

ELIGIBILITY

Any associate or member of the Board of the Company or any of its
Affiliates is eligible to participate in the Amended 1996 Plan.

This Prospectus applies only to: (1) the exercise of Options by
immediate family members of certain Participants in the Amended 1996 Plan,
pursuant to non-qualified stock options granted to such Participants under the
Amended 1996 Plan, some or all of which may be transferred by Participants to
immediate family members in accordance with the Amended 1996 Plan and the grant
documents specifying the terms and conditions of such non-qualified stock
options; and (2) the offer and sale of Class A Common Stock pursuant to such
non-qualified stock options to the beneficiaries of such immediate family
members, or the executors, administrators or beneficiaries of their estates, or
other persons duly authorized by law to administer the estate or assets of such
persons.

SHARES SUBJECT TO THE AMENDED 1996 PLAN

A maximum of 12,000,000 shares of Class A Common Stock may be delivered
pursuant to the Amended 1996 Plan, of which 250,000 shares of Common Stock are
covered under this Prospectus. Shares relative to Awards that expire or do not
vest, or that are otherwise not delivered, may be available for subsequent
Awards and other purposes under the Amended 1996 Plan, except as otherwise
expressly provided in the Amended 1996 Plan. No Employee Participant may receive
Awards under the Amended 1996 Plan in any calendar year that relate to more than
3,600,000 Shares.

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OPTIONS

Type of Options. Subject to the provisions of the Amended 1996 Plan, the
Committee shall have the authority to grant Non-Qualified Stock Options, not
intended to qualify under Section 422 of the Code and Incentive Stock Options,
which are intended to qualify under Section 422 of the Code. Any options which
have been transferred will following such transfer be Non-Qualified Stock
Options. See "Transferability."

Term of Options. The term of an Option is governed by an applicable
Award Agreement and is determined by the Committee. In granting an Option, the
Committee may impose such conditions and limitations as it deems advisable.

Exercise Price. The per share exercise price of each Option granted by
the Committee shall be determined by the Committee.

Award Agreement. The applicable Award Agreement may impose restrictions
or limitations on the exercise of an Option in addition to those set forth in
this Prospectus.

EXERCISE OF OPTIONS

EXERCISE. Each Option will be exercisable in the manner and within the
period or periods and in the installments, if any, determined by the Committee
and set forth in the related Award Agreement, if any. The right to purchase the
unexercised portion of an installment continues until its lapse or termination.

PAYMENT. Shares shall be delivered pursuant to an exercise of an Option
only if payment in full of the option price has been received by the Company or
its designee. Payment may be made in cash, or its equivalent, or, if permitted
by the Committee, by exchanging Shares owned by the Participant (which are not
the subject of any pledge or other security interest), or by a combination of
the foregoing. The combined value of all cash and cash equivalents and the Fair
Market Value of any Shares tendered as of the date of tender must be at least
equal to the option price.

IN ORDER TO AVOID VIOLATION OF ANY APPLICABLE LAW OR REGULATION, THE
COMMITTEE MAY AT ANY TIME IMPOSE SUCH CONDITIONS WITH RESPECT TO THE EXERCISE OF
OPTIONS AS IT MAY DEEM NECESSARY OR ADVISABLE.

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AMENDMENT AND TERMINATION

The Board may amend, suspend or terminate the Amended 1996 Plan at any
time. However, with the exception of adjustment for changes in capitalization,
the authorization of the Company's shareowners is required if the Committee in
its sole discretion determines that such authorization is necessary to comply
with any tax or regulatory requirement, including any approval requirement which
is a prerequisite for exemptive relief from Section 16 of the Exchange Act, for
which or with which the Committee in its sole discretion determines that it is
desirable to qualify or comply. The Committee may amend the term of any Option
but no amendment may adversely affect any Option without the consent of the
Stock Option Transferee (as defined below).

Unless otherwise provided in the Amended 1996 Plan or Award Agreement,
the authority of the Board and Committee with respect to outstanding Awards
shall continue after the authority to grant new Awards under the Amended 1996
Plan has expired.

ACCELERATION OR EXTENSION OF EXERCISABILITY.

The Committee may at its discretion provide that an Option granted to a
Participant and transferred to a Stock Option Transferee may terminate at a date
earlier than that set forth, that an Option granted to a Participant and
transferred to a Stock Option Transferee may terminate at a date later than that
set forth, provided such date shall not be beyond the date the Option would have
expired had it not been for the termination of the Participant's employment or
service, and that an Option may become immediately exercisable when it finds
that such acceleration would be in the best interests of the Company.

ADJUSTMENTS

In the event that the Committee shall determine that any corporate event
affects the Common Stock such that an adjustment is required to preserve the
benefits or potential benefits made available under the Amended 1996 Plan, then
the Committee may, in such manner as the Committee may deem equitable, adjust
any or all of (i) the number of Shares of the Company (or number and kind of
other securities or property) with respect to which Awards may thereafter be
granted, (ii) the number of Shares or other securities of the Company (or number
and kind of other securities or property) subject to outstanding Awards, and
(iii) the grant or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award, subject to the limitations set forth in the Amended 1996 Plan.

TRANSFERABILITY

The Amended 1996 Plan provides that stock options are generally not
transferable by a Participant except by will or the laws of descent and
distribution and are exercisable during the Participant's lifetime only by the
Participant. Notwithstanding the foregoing, under certain circumstances, the
Committee may grant (or sanction by amending an existing grant) Non-Qualified
Stock Options that may be transferred by the Participant during his or her
lifetime to any member of his or her immediate family or a trust established for
the exclusive benefit of one or more members of his or her immediate family in
order to permit Participants who receive transferable grants to make a gift of
Non-Qualified Stock Options to such persons for estate planning purposes. The
term "immediate family" is defined for such purpose as children, stepchildren
and grandchildren, including relationships arising from legal adoption.

This Prospectus relates to up to 250,000 shares of Class A Common Stock
of the Company which may be offered and sold to immediate family members of
Participants in the Amended 1996 Plan pursuant to Non-Qualified Stock Options
that may be transferred to such immediate family members as described in the
immediately preceding paragraph. This Prospectus also relates to the offer and
sale of Class A Common Stock pursuant to such Non-Qualified Stock Options to the
beneficiaries of such immediate family members, or the executors, administrators
or beneficiaries of their estates, or other persons duly authorized by law to
administer the estate or assets of such

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persons. As used herein, "Stock Option Transferee" refers to an immediate family
member of an Amended 1996 Plan Participant (or such person's beneficiary, estate
or other legal representative), or a trust for the benefit of one or more
immediate family members, that has received Non-Qualified Stock Options in a
valid transfer, and "Participant Transferor" refers to the Amended 1996 Plan
Participant who transferred Non-Qualified Stock Options held by a particular
Stock Option Transferee.

Upon transfer to a Stock Option Transferee, a Non-Qualified Stock Option
continues to be governed by and subject to the terms and limitations of the
Amended 1996 Plan and the relevant grant, and the Stock Option Transferee is
entitled to the same rights as the Participant Transferor thereunder, as if no
transfer had taken place. Accordingly, the rights of the Stock Option Transferee
are subject to the terms and limitations of the original grant to the
Participant Transferor, including provisions relating to expiration date,
exercisability, exercise price and forfeiture. For information regarding the
terms of a particular Non-Qualified Stock Option grant, Stock Option Transferees
may contact the Compensation and Benefits Manager of Ingram Micro Inc., 1600 E.
St. Andrew Place, Santa Ana, California 92705 (telephone number (714) 566-1000).

Once a Non-Qualified Stock Option has been transferred to a Stock Option
Transferee, it may not be subsequently transferred by the Stock Option
Transferee except by will or the laws of descent and distribution. A Stock
Option Transferee may designate in writing to the Company before his or her
death one or more beneficiaries to receive, in the event of his or her death,
any rights to which the Stock Option Transferee would be entitled under the
Amended 1996 Plan. A Stock Option Transferee may also designate an alternate
beneficiary to receive payments if the primary beneficiary predeceases the Stock
Option Transferee. A beneficiary designation may be changed or revoked in
writing by the Stock Option Transferee at any time. Changes in beneficiary
designation should be sent (return receipt requested) to the attention of the
Compensation and Benefits Manager, Ingram Micro Inc., 1600 E. St. Andrew Place,
Santa Ana, California 92705.

EXERCISE OF NON-QUALIFIED STOCK OPTIONS BY STOCK OPTION TRANSFEREES

A Non-Qualified Stock Option may be exercised by a Stock Option
Transferee at any time from the time first set by the Committee in the original
grant to the Participant Transferor until the close of business on the
expiration date of the Non-Qualified Stock Option.

The purchase price of the shares as to which Non-Qualified Stock Options
are exercised shall be paid to the Company at the time of exercise (i) in cash,
(ii) by delivering freely transferable shares of Class A Common Stock already
owned by the Stock Option Transferee having a total Fair Market Value, as
defined in the Amended 1996 Plan, on the day prior to the date of exercise at
least equal to the purchase price, (iii) a combination of cash and shares of
Class A Common Stock equal in value to the purchase price, or (iv) by such other
means as the Committee may from time to time determine.

Upon exercise of a Non-Qualified Stock Option by a Stock Option
Transferee, any federal, state or local withholding taxes arising from the
exercise are the obligation of the Participant Transferor. The exercise will not
be given effect and the Stock Option Transferee will not be able to sell the
underlying shares until the Company receives confirmation that the Participant
Transferor's withholding obligations, where applicable, have been satisfied.
ACCORDINGLY, THE EXERCISE OF A NON-QUALIFIED STOCK OPTION BY A STOCK OPTION
TRANSFEREE IS NOT ENTIRELY WITHIN HIS OR HER CONTROL.

A Non-Qualified Stock Option will be deemed exercised on the date the
Office of the Corporate Secretary at Ingram Micro Inc., 1600 E. St. Andrew
Place, Santa Ana, CA 92706, has received a copy of the stock option exercise
form (by mail or courier or facsimile transmission), completed in all respects
and signed by the Stock Option Transferee (accompanied by a check and/or shares
of Class A Common Stock, where applicable). The Non-Qualified Stock Option
shares will generally be transferred to the Stock Option Transferee as of the
day following the date that (i) the above conditions have been met, (ii) the
funds and/or shares of Class A Common Stock paid by the Stock Option Transferee
in satisfaction of the exercise price have been received by the Company free and
clear

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of all restrictions, and (iii) the Company has received confirmation that the
Participant Transferor's withholding obligations have been satisfied.

Once the exercise is completed as described above, stock certificates
for the appropriate number of shares will be delivered to the Stock Option
Transferee or his or her estate or beneficiaries, or such shares shall be
credited to a brokerage account or otherwise delivered in such manner as the
person(s) entitled thereto may direct.

EFFECT OF TERMINATION OF EMPLOYMENT

Because non-qualified stock options transferred to Stock Option
Transferees continue to be governed by the terms of the Amended 1996 Plan and
the original grant, their exercisability continues to be affected by the
Participant Transferor's employment status.

If a Participant Transferor terminates employment with the Company for
any reason other than death, disability or retirement all outstanding
unexercised Non-Qualified Stock Options granted to such Participant Transferor,
including those held by a Stock Option Transferee, expire on the earlier of (i)
the 60th day following such termination of employment and (ii) the normal
expiration date but for such termination of employment, unless Committee has at
any time provided otherwise.

Except as the Committee may at any time otherwise provide, if the
Participant's employment or services with the Company or its affiliates is
terminated by reason of death, disability or retirement, the Participant or his
successor (if employment or service is terminated by death) shall have the right
to exercise any Non-Qualified Stock Option during the one-year period following
such termination of employment or service, to the extent it was exercisable and
outstanding at the date of such termination of employment or service, but in no
event shall such option be exercisable later than the normal expiration date but
for such termination of employment.

FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE AMENDED 1996 PLAN

The following material represents a summary of the United States federal
income tax consequences of Non-Qualified Stock Options that have been
transferred under the Amended 1996 Plan. Prior to the exercise of any
Non-Qualified Stock Option or any disposition of stock acquired thereby under
the Amended 1996 Plan, a recipient of an Award should consult his or her own tax
advisor with respect to the application of the general principles discussed
below to his or her particular situation, the advisability of making any of the
elections described below, and the impact of state and local taxes on the
receipt, exercise, and vesting of Non-Qualified Stock Options.

INCOME AND GIFT TAX CONSEQUENCES FOR PARTICIPANT TRANSFERORS

A Participant who transfers a Non-Qualified Stock Option by way of a
completed gift to an immediate family member will not recognize income at the
time of the transfer. Instead, the Participant will recognize ordinary
compensation income in an amount equal to the excess of the fair market value of
the shares purchased (which will not necessarily be equal to the price at which
such shares are sold, even if sold on the same day exercise) over the exercise
price at the time the Stock Option Transferee exercises the non-qualified stock
option. (Special rules may apply to Participants subject to potential liability
under Section 16(b) of the Exchange Act, which may defer the recognition of
compensation income.) Moreover, such income will be subject to payment and
withholding of income and FICA taxes. Subject to certain limitations, the
Company will generally be entitled to claim a Federal income tax deduction at
such time and in the same amount that the Participant realizes ordinary income.
In the event the Stock Option Transferee exercises the Non-Qualified Stock
Option after the death of the Participant, any such ordinary income will be
recognized by the Stock Option Transferee.

A Participant who makes a completed gift of a Non-Qualified Stock
Option to an immediate family member may incur a gift tax on the completed gift
if the value of the gift exceeds the unified gift and estate tax on annual
exclusions available to that Participant.

INCOME TAX CONSEQUENCES FOR STOCK OPTION TRANSFEREES

A Stock Option Transferee will not recognized income at the time of the
transfer of the Non-Qualified

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Stock Option since a gift is specifically excluded from gross income. As
described in the preceding paragraph, the Participant and not the Stock Option
Transferee will recognize ordinary compensation income at the time the Stock
Option Transferee exercises the Non Qualified Stock Option if the Participant is
alive at the date the Non-Qualified Stock Option is exercised. In the event that
the Stock Option Transferee exercises the Non-Qualified Stock Option after the
death of the Participant, any such ordinary income will be recognized by the
Stock Option Transferee. Such income will not be subject to withholding of
income tax but will be subject to withholding of FICA tax unless such income is
recognized after the calendar year of the Participant's death. A Stock Option
Transferee who chooses to exercise a non-qualified stock option in whole or in
part by delivery of other Class A Common Stock already owned by the Stock Option
Transferee should consult with tax counsel concerning the tax consequences of
such a transaction.

EACH AWARD HOLDER, PARTICIPANT TRANSFEROR, AND STOCK OPTION TRANSFEREE
SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF THE RECEIPT, EXERCISE, FORFEITURE OR VESTING OF AWARDS IN THE
RELEVANT CIRCUMSTANCES.

ERISA

Neither the Rollover Plan nor the Amended 1996 Plan is "qualified" under Section
401(a) of the Code nor are either one subject to any provisions of the Employee
Retirement Income Security Act of 1974.

USE OF PROCEEDS

If all 2,735,944 shares of Class A Common Stock being offered hereby by the
Company pursuant to the Rollover Plan and the Amended 1996 Plan were sold, the
net proceeds to the Company from this offering would be approximately $10.7
million. The Company intends to use the proceeds from this offering for general
corporate purposes.

The Company will not receive any proceeds from the sale of the 8,213,354
shares of Class A Common Stock being offered hereby for the account of the
Thrift Plans.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income and estate
tax consequences of the ownership and disposition of Class A Common Stock by a
"Non-U.S. Holder." A "Non-U.S. Holder" is a person or entity that, for U.S.
federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, or a non-resident fiduciary of a foreign
estate or trust.

This discussion is based on the Code, and administrative interpretations as
of the date hereof, all of which are subject to change, including changes with
retroactive effect. This discussion does not address all aspects of U.S. federal
income and estate taxation that may be relevant to Non-U.S. Holders in light of
their particular circumstances and does not address any tax consequences arising
under the laws of any state, local, or foreign jurisdiction.

Proposed United States Treasury Regulations were issued on April 15, 1996
(the "Proposed Regulations") which, if adopted, would affect the United States
taxation of dividends paid to a Non-U.S. Holder on Class A Common Stock. The
Proposed Regulations are generally proposed to be effective with respect to
dividends paid after December 31, 1997, subject to certain transition rules. The
discussion below is not intended to be a complete discussion of the provisions
of the Proposed Regulations, and prospective investors are urged to consult
their tax advisors with respect to the effect the Proposed Regulations would
have if adopted.

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Prospective holders should consult their tax advisors with respect to the
particular tax consequences to them of owning and disposing of Class A Common
Stock, including the consequences under U.S. federal law as well as under the
laws of any state, local, or foreign jurisdiction.

DIVIDENDS

Subject to the discussion below, dividends paid to a Non-U.S. Holder of
Class A Common Stock generally will be subject to withholding tax at a 30% rate
or such lower rate as may be specified by an applicable income tax treaty. For
purposes of determining whether tax is to be withheld at a 30% rate or at a
reduced rate as specified by an income tax treaty, the Company ordinarily will
presume that dividends paid to an address in a foreign country are paid to a
resident of such country absent knowledge that such presumption is not
warranted.

Under the Proposed Regulations, to obtain a reduced rate of withholding
under a treaty, a Non-U.S. Holder would generally be required to provide a Form
W-8 certifying such Non-U.S. Holder's entitlement to benefits under a treaty.
The Proposed Regulations would also provide special rules to determine whether
for purposes of determining the applicability of a tax treaty, dividends paid to
a Non-U.S. Holder that is an entity should be treated as paid to the entity or
those holding an interest in that entity.

There will be no withholding tax on dividends paid to a Non-U.S. Holder that
are effectively connected with the Non-U.S. Holder's conduct of a trade or
business within the United States if the Non-U.S. Holder files a valid Form 4224
(or, if and when the Proposed Regulations become effective, a Form W-8) stating
that the dividends are so connected. Instead, the effectively connected
dividends will be subject to regular U.S. income tax in the same manner as if
the Non-U.S. Holder were a U.S. resident. A non-U.S. corporation receiving
effectively connected dividends may also be subject to an additional "branch
profits tax" which is imposed, under certain circumstances, at a rate of 30% (or
such lower rate as may be specified by an applicable treaty) of the non-U.S.
corporation's effectively connected earnings and profits, subject to certain
adjustments.

Generally, the Company must report to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax withheld.
A similar report is sent to the holder. Pursuant to tax treaties or certain
other agreements, the IRS may make its reports available to tax authorities in
the recipient's country of residence.

Dividends paid to a Non-U.S. Holder at an address within the United States
may be subject to backup withholding imposed at a rate of 31% if the Non-U.S.
Holder fails to establish that it is entitled to an exemption or to provide a
correct taxpayer identification number and certain other information. The
Proposed Regulations would, if adopted, alter the foregoing rules in certain
respects, including by providing certain presumptions under which a Non-U.S.
Holder would be subject to backup withholding in the absence of the
certification from the holder as to non-U.S. status, regardless of whether
dividends are paid to a U.S. or non-U. S. address.

GAIN ON DISPOSITION OF CLASS A COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain realized on a sale or other disposition of Class A Common
Stock unless (i) the gain is effectively connected with a trade or business of
such holder in the United States, (ii) in the case of certain Non-U.S. Holders
who are nonresident alien individuals and hold the Class A Common Stock as a
capital asset, such individual is present in the United States for 183 or more
days in the taxable year of the disposition, (iii) the Non-U.S. Holder is
subject to tax pursuant to the provisions of the Code regarding the taxation of
U.S. expatriates, or (iv) the Company is or has been a "U.S. real property
holding corporation" within the meaning of Section 897(c)(2) of the Code at any
time within the shorter of the five-year period preceding such disposition or
such holder's holding period. The Company is not, and does not anticipate
becoming, a U.S. real property holding corporation.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF
CLASS A COMMON STOCK

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Under current United States federal income tax law, information reporting
and backup withholding imposed at a rate of 31% will apply to the proceeds of a
disposition of Class A Common Stock paid to or through a U.S. office of a broker
unless the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption. Generally, U.S. information reporting and backup
withholding will not apply to a payment of disposition proceeds if the payment
is made outside the United States through a non-U.S. office of a non-U.S.
broker. However, U.S. information reporting requirements (but not backup
withholding) will apply to a payment of disposition proceeds outside the United
States if (A) the payment is made through an office outside the United States of
a broker that is either (i) a U.S. person, (ii) a foreign person which derives
50% or more of its gross income for certain periods from the conduct of a trade
or business in the United States, or (iii) a "controlled foreign corporation"
for U.S. federal income tax purposes and (B) the broker fails to maintain
documentary evidence that the holder is a Non-U.S. Holder and that certain
conditions are met, or that the holder otherwise is entitled to an exemption.

The Proposed Regulations would, if adopted, alter the foregoing rules in
certain respects. Among other things. the Proposed Regulations would provide
certain presumptions under which a Non-U.S. Holder would be subject to backup
withholding in the absence of certification from the holder as to non-U.S.
status.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.

FEDERAL ESTATE TAX

An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the Class A Common Stock will be
required to include the value thereof in his gross estate for U.S. federal
estate tax purposes, and may be subject to U.S. federal estate tax unless an
applicable estate tax treaty provides otherwise.

PLAN OF DISTRIBUTION

THIS SECTION IS NOT APPLICABLE TO SALES MADE BY THE COMPANY PURSUANT TO
THE EXERCISES OF OPTIONS UNDER THE ROLLOVER PLAN OR UNDER THE AMENDED 1996 PLAN.
THIS SECTION ONLY APPLIES TO SALES MADE BY THE THRIFT PLANS.

The Company will not receive any proceeds from any sales of Class A Common
Stock offered by the Thrift Plans pursuant to this Prospectus. Shares of Class A
Common Stock may be sold from time to time to purchasers directly by the Thrift
Plans. Alternatively, from time to time the Thrift Plans may offer shares of
Class A Common Stock through underwriters, brokers, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the seller and/or the purchasers for whom they may act as
agent. The Thrift Plans and any such underwriters, dealers or agents that
participate in the distribution of the Class A Common Stock may be deemed to be
underwriters, and any profits on the sale of Class A Common Stock by them and
any associated discounts, commissions or concessions that are received may be
deemed to be underwriting compensation under the Securities Act. To the extent
any of the Thrift Plans may be deemed to be an underwriter, it may be subject to
certain statutory liabilities under the Securities Act including but not limited
to Sections 11 and 12 of the Securities Act. If required at the time a
particular offering is made, a Prospectus Supplement will be distributed that
will set forth the aggregate number of shares of Class A Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, any discounts, commissions and other items constituting
compensation from the selling Thrift Plans and any discounts, commissions or
concessions allowed or reallowed or paid to dealers. Such Prospectus Supplement,
and, if necessary, a post-effective amendment to the registration statement of
which this Prospectus forms a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the distribution of the
Class A Common Stock.

Shares of the Class A Common Stock may be sold from time to time in one or
more transactions at a fixed

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30

offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Thrift Plan selling such shares or by agreement between such Thrift Plan and
underwriters or dealers. Each of the Thrift Plans also may, from time to time,
authorize dealers, acting as the respective Thrift Plan's agents, to solicit
offers to purchase the Class A Common Stock upon the terms and conditions set
forth in any Prospectus Supplement.

Each of the Thrift Plans and any other person participating in a sale or
distribution of the Class A Common Stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Regulation M (designed to prevent manipulation of
the price of issuer stock), which may limit the timing of purchases and sales of
any of the Class A Common Stock by each of the Thrift Plans and any other such
person.

In connection with this offering, underwriters, if any, may engage in
transactions that stabilize, maintain or otherwise affect the price of the Class
A Common Stock or other securities of the Company. Specifically, underwriters,
if any, may overallot the offering, creating a syndicate short position. In
addition, underwriters, if any, may bid for, and purchase, the Class A Common
Stock in the open market to cover syndicate shorts or to stabilize the price of
the Class A Common Stock. Finally, the underwriting syndicate, if any, may
reclaim selling concessions allowed for distributing the Class A Common Stock in
the offering, if the syndicate repurchases previously distributed Class A Common
Stock in syndicate covering transactions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market price of
the Class A Common Stock above independent market levels. Underwriters, if any,
are not required to engage in these activities, and may end any of these
activities at any time.

The Class A Common Stock is listed on the New York Stock Exchange under the
symbol: "IM."

The Company has agreed to pay all expenses incident to the registration
statement of which this Prospectus forms a part and the sale of Class A Common
Stock by the Thrift Plans hereunder to the public, other than commissions, fees
and discounts of underwriters, dealers or agents. In addition, each of the
Thrift Plans and any underwriters, agents dealers and brokers participating in
the distribution of the Class A Common Stock, will be indemnified by the Company
against certain civil liabilities, including liabilities under the Securities
Act.

LEGAL MATTERS

Certain legal matters with respect to the Class A Common Stock offered in
this offering will be passed upon for the Company by James E. Anderson, Jr.,
Senior Vice President, Secretary and General Counsel of the Company. Mr.
Anderson owns shares of Common Stock, and options to purchase shares of Common
Stock, with an aggregate value in excess of $50,000.

EXPERTS

The consolidated financial statements of Ingram Micro Inc. incorporated in
this Prospectus by reference in the Company's Annual Report on Form 10-K for the
year ended December 28, 1996, have been so incorporated in reliance on the
report of Price Waterhouse LLP, given on the authority of said firm as experts
in auditing and accounting.

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31
INGRAM MICRO INC.

ROLLOVER STOCK OPTION PLAN

SECTION 1. PURPOSE. The purpose of the Ingram Micro Inc. Rollover Stock
Option Plan is to provide for the granting of options to purchase shares of
Micro's common stock upon the conversion and cancellation of certain options to
purchase shares of, and ISUs and SARs relating to, common stock of Industries as
provided in the Conversion Agreement in connection with the split-off pursuant
to the Exchange Agreement.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have
the meanings set forth below:

"BOARD" means the Board of Directors of Micro.

"CAUSE" means commission of acts of dishonesty, disloyalty or acts
substantially detrimental to the welfare of Micro, Industries or Entertainment
or any of their respective Subsidiaries, as determined by the respective Boards
of Directors, or designated committees thereof.

"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

"COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3, each of whom, to the extent necessary
to comply with Rule 16b-3 only, is a "non-employee director" within the meaning
of Rule 16b-3. Until otherwise determined by the Board, the Compensation
Committee designated by the Board shall be the Committee under the Plan. If the
Board has not designated a committee to administer the Plan, the term
"Committee" shall mean the Board.

"CONVERSION AGREEMENT" means the Stock Option, SAR and ISU Conversion and
Exchange Agreement, dated as of the date of the Closing among the Ingram
Companies and the other Persons set forth on the signature pages thereof.

"EMPLOYEE" means an employee of Micro, Industries or Entertainment or any of
their respective Subsidiaries.

"EMPLOYER" means a Participant's employer on the date that an Option is
granted hereunder to such Participant or any of such Employer's respective
parent or subsidiary corporations.

"ENTERTAINMENT" means Ingram Entertainment Inc.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXCHANGE AGREEMENT" means the Exchange Agreement dated as of September 4,
1996, as amended and restated as of October 17, 1996, among the Ingram Companies
and the other Persons set forth on the signature pages thereof.

"EXECUTIVE OFFICER" means, at any time, an individual who is an executive
officer of Micro within the meaning of Exchange Act Rule 3b-7 or who is an
officer of Micro within the meaning of Exchange Act Rule 16a-1(f).

"FAIR MARKET VALUE" means with respect to the Shares, as of any given date
or dates, the reported closing price of a share of such class of common stock on
such exchange or market as is the principal trading market for such class of
common stock. If such class of common stock is not traded on an exchange or
principal trading market on such date, the fair market value of a Share shall be
determined by the Committee in good faith taking into account as appropriate
recent sales of the Shares, recent valuations of the Shares, the lack of
liquidity of the Shares,

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the fact that the Shares may represent a minority interest and such other
factors as the Committee shall in its discretion deem relevant or appropriate.

"FIRST CLOSING" shall have the meaning ascribed thereto in the Exchange
Agreement.

"INCENTIVE STOCK OPTION" means a right to purchase Shares from Micro that is
granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

"INDUSTRIES" means Ingram Industries Inc.

"INGRAM COMPANY" means each of Micro, Industries and Entertainment and their
respective Subsidiaries.

"INGRAM FAMILY" means Martha Ingram, her descendants (including any adopted
Persons and their descendants) and their respective spouses.

"ISU" shall have the meaning ascribed thereto in the Conversion Agreement.

"MICRO" means Ingram Micro Inc.

"NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from Micro
that is granted under Section 6 of the Plan and that is not intended to be an
Incentive Stock Option.

"OPTION" means an Incentive Stock Option or a Non-Qualified Stock Option.

"OPTION AGREEMENT" means the written agreement evidencing an Option in
substantially the form attached hereto as Annex 1.

"PARTICIPANT" means any Employee set forth in Schedule 1 to the Conversion
Agreement holding Options, ISUs or SARs outstanding as of the First Closing
under any Industries Equity-Based Plan (as defined in the Conversion Agreement)
and to the extent applicable, any heirs or legal representatives thereof.

"PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

"PLAN" means this Rollover Stock Option Plan.

"PUBLIC OFFERING" means an underwritten registered public offering of Shares
of any class of common stock of Micro.

"PURCHASE AGREEMENT" means an agreement substantially in the form attached
hereto as Annex 2 or Annex 3, as the case may be, to be executed by Micro and a
Participant as a condition to the exercise, prior to a Public Offering, by such
Participant of any Option granted hereunder.

"RULE 16B-3" means Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

"SAR" shall have the meaning ascribed thereto in the Conversion Agreement.

"SEC" means the Securities and Exchange Commission or any successor thereto.

"SHARES" means shares of the Class A Common Stock, $.01 par value per share,
of Micro, or such other securities of Micro as may be designated by the
Committee from time to time pursuant to the provisions of the Plan.

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"SUBSIDIARY" means, with respect to Industries, Entertainment or Micro, any
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are directly or indirectly owned by such Person at any time
after the First Closing.

SECTION 3. ADMINISTRATION.

(a) Authority of Committee. The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) determine whether, to what
extent, and under what circumstances Options may be settled or exercised in
cash, Shares, other securities or other property, or suspended and the method or
methods by which Options may be settled, exercised or suspended; (ii) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other property and other amounts payable with respect to an Option
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (iii) interpret and administer the Plan and any instrument
or agreement relating to, or Option made under, the Plan; (iv) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (v) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. The Committee shall treat each
Participant equally under this Section 3(a) and without regard to whether any
such Participant is employed by Micro, Entertainment or Industries or any of
their respective parent or subsidiary corporations, as the case may be.

(b) Committee Discretion Binding. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Option shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including any Ingram Company, any
Participant, any holder or beneficiary of any Option, any stockholder and any
Employee.

SECTION 4. SHARES AVAILABLE FOR OPTIONS.

(a) Shares Available. Subject to adjustment as provided in Section 4(b), the
number of Shares with respect to which Options may be granted under the Plan
shall be 12,000,000.

(b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, split-off, spin-off,
combination, repurchase or exchange of Shares or other securities of Micro or
other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to preserve
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number of Shares of Micro (or number and kind of other securities
or property) with respect to which Options may thereafter be granted, (ii) the
number of Shares or other securities of Micro (or number and kind of other
securities or property) subject to outstanding Options, and (iii) the exercise
price with respect to any Option, or, if deemed appropriate, make provision for
a cash payment to the holder of an outstanding Option; provided, in each case,
that except to the extent deemed desirable by the Committee (A) with respect to
Options that are intended to qualify as Incentive Stock Options, no such
adjustment shall be authorized to the extent that such adjustment would cause
the Plan to violate Section 422(b)(1) of the Code and (B) with respect to any
Option, no such adjustment shall be authorized to the extent that such authority
would be inconsistent with the Plan's meeting the requirements of Section 162(m)
of the Code.

(c) Sources of Shares Deliverable Under Options. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

SECTION 5. ELIGIBILITY. Participation in the Plan is limited to those
Employees who qualify as Participants as

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of the First Closing.

SECTION 6. STOCK OPTIONS.

(a) Grant. The Employees to whom Options shall be granted, the number of
Shares to be covered by each Option, the option price therefor, the type of
Option and the conditions and limitations applicable to the exercise of the
Option shall be determined in accordance with the Conversion Agreement,
including Schedule 1 thereto. Options will be Incentive Stock Options,
Non-Qualified Stock Options or both, as provided in the Conversion Agreement. In
the case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code.

(b) Exercise Price. The Committee shall establish the exercise price as
provided in Schedule 1 to the Conversion Agreement.

(c) Exercise. Each Option shall be exercisable at such times and subject to
such terms and conditions as the Committee may, subject to the Conversion
Agreement, specify in the applicable Option Agreement or thereafter. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable.

(d) Payment. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefor is received by Micro.
Such payment may be made in cash, or its equivalent, or, if and to the extent
permitted by the Committee, by exchanging Shares owned by the optionee (which
are not the subject of any pledge or other security interest), or by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any such Shares so tendered to
Micro as of the date of such tender is at least equal to such option price.

SECTION 7. TERMINATION OR SUSPENSION OF EMPLOYMENT. The following provisions
shall apply in the event of the Participant's termination of employment unless
the Committee shall have provided otherwise, either at the time of the grant of
the Option or thereafter.

(a) Non-Qualified Stock Options.

(i) Termination of Employment. Except as the Committee may at any time
otherwise provide or as required to comply with applicable law, if the
Participant's employment with the Participant's Employer or any of its
Subsidiaries is terminated for any reason other than death, permanent and total
disability, retirement or Cause, the Participant's right to exercise any
Non-Qualified Stock Option shall terminate, and such Option shall expire, on the
earlier of (A) the 60th day following such termination of employment or (B) the
date such Option would have expired had it not been for the termination of
employment. The Participant shall have the right to exercise such Option prior
to such expiration to the extent it was exercisable at the date of such
termination of employment and has not subsequently been exercised.

(ii) Death, Disability or Retirement. Except as the Committee may at any
time otherwise provide or as required to comply with applicable law, if the
Participant's employment with the Participant's Employer or any of its
Subsidiaries is terminated by reason of death, permanent and total disability,
or retirement, the Participant or his successor (if employment is terminated by
death) shall have the right to exercise any Non-Qualified Stock Option during
the one-year period following such termination of employment, to the extent it
was exercisable and outstanding at the date of such termination of employment,
but in no event shall such option be exercisable later than the date the Option
would have expired had it not been for the termination of such employment. The
meaning of the terms "permanent and total disability" and "retirement" shall be
determined by the Committee.

(iii) Cause. On the date the Participant's employment with the
Participant's Employer or any of its Subsidiaries is terminated for Cause, the
Participant's right to exercise any Non-Qualified Stock Option shall

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terminate and such Option shall expire.

(iv) Acceleration and Extension of Exercisability. Notwithstanding the
foregoing, the Committee may, in its discretion, provide at any time (A) that an
Option granted to a Participant may terminate at a date later than that set
forth above, provided such date shall not be beyond the date the Option would
have expired had it not been for the termination of the Participant's employment
and (B) that an Option may become immediately exercisable when it finds that
such acceleration would be in the best interests of Micro.

(b) Incentive Stock Options. Except as otherwise determined by the Committee
at the time of grant or otherwise or as required to comply with applicable law,
if the Participant's employment with the Participant's Employer or any of its
Subsidiaries is terminated for any reason other than for Cause, the Participant
shall have the right to exercise any Incentive Stock Option during the 60 days
after such termination of employment to the extent it was exercisable at the
date of such termination, but in no event later than the date the Option would
have expired had it not been for the termination of such employment. If the
Participant does not exercise such Option to the full extent permitted by the
preceding sentence, the remaining exercisable portion of such Option
automatically will be deemed a Non-Qualified Stock Option, and such Option will
be exercisable during the period set forth in Section 7(a) of the Plan, provided
that in the event that employment is terminated because of death or the
Participant dies in such 60-day period the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422 of
the Code, or any successor provision, and any regulations promulgated
thereunder. On the date the Participant's employment with his Employer or any of
its Subsidiaries is terminated for Cause, the Participant's right to exercise
any Incentive Stock Option shall terminate and such Option shall expire.

(c) Any time spent by a Participant in the status of "leave without pay"
shall be disregarded for purposes of determining the extent to which any Option
or portion thereof has vested or otherwise become exercisable or nonforfeitable.

SECTION 8. AMENDMENT AND TERMINATION.

(a) Amendments to the Plan. Subject to the provisions of the Conversion
Agreement, the Board may amend, alter, suspend, discontinue, or terminate the
Plan or any portion thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
stockholder approval if such approval is necessary to comply with any tax or
regulatory requirement, including for these purposes any approval requirement
which is a prerequisite for exemptive relief from Section 16(b) of the Exchange
Act, for which or with which the Board deems it necessary or desirable to
qualify or comply. Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary so as to have
the Plan conform with local rules and regulations in any jurisdiction outside
the United States.

(b) Amendments to Options. Subject to the provisions of the Conversion
Agreement, the Committee may waive any conditions or rights under, amend any
terms of, or alter or suspend any Option theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, alteration or
suspension that would adversely affect the rights of any Participant or any
holder or beneficiary of any Option theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.

(c) Cancellation. Any provision of this Plan or any Option Agreement to the
contrary notwithstanding, the Committee may cause any Option granted hereunder
to be cancelled in consideration of a cash payment or alternative Option made to
the holder of such cancelled Option equal in value to the Fair Market Value of
such cancelled Option on the date of cancellation.

SECTION 9. GENERAL PROVISIONS.

(a) Nontransferability. No Option shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution provided,

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however, that an Option other than an Incentive Stock Option may be
transferable, to the extent set forth in the applicable Option Agreement, (i) if
such Option Agreement provisions do not disqualify such Option for exemption
under Rule 16b-3 or (ii) if such Option is not intended to qualify for exemption
under such rule.

(b) No Rights to Options. Except as provided in the Conversion Agreement or
herein, no Employee, Participant or other Person shall have any claim to be
granted any Option, and there is no obligation for uniformity of treatment of
Employees, Participants, or holders or beneficiaries of Options. The terms and
conditions of Options need not be the same with respect to each recipient.

(c) Share Certificates. All certificates for Shares or other securities of
Micro or any Subsidiary delivered under the Plan pursuant to any Option or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission or
any stock exchange upon which such Shares or other securities are then listed
and any applicable laws or rules or regulations, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

(d) Withholding. A Participant may be required to pay to the Participant's
Employer and such Employer shall have the right and is hereby authorized to
withhold from any payment due or transfer made under any Option or under the
Plan or from any compensation or other amount owing to a Participant the amount
(in cash, Shares, other securities or other property) of any applicable
withholding taxes in respect of an Option, its exercise, or any payment or
transfer under an Option or under the Plan and to take such other action as may
be necessary in the opinion of the Employer to satisfy all obligations for the
payment of such taxes.

(e) Option Agreements. Each Option hereunder shall be evidenced by an Option
Agreement which shall be delivered to the Participant and shall specify the
terms and conditions of the Option and any rules applicable thereto.

(f) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent Micro or any of its Subsidiaries from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of options, restricted stock and Shares (subject to stockholder
approval if such approval is required), and such arrangements may be either
generally applicable or applicable only in specific cases.

(g) No Right to Employment. The grant of an Option shall not be construed as
giving a Participant the right to be retained in the employ of the Participant's
Employer or any other Ingram Company. Further, the Participant's Employer may at
any time dismiss a Participant from employment, free from any liability or any
claim under the Plan or otherwise, unless otherwise expressly provided in the
Plan or in any Option Agreement.

(h) Rights as a Stockholder. Subject to the provisions of the applicable
Option, no Participant or holder or beneficiary of any Option shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of such Shares.

(i) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Option Agreement shall be
determined in accordance with the laws of the State of Delaware.

(j) Severability. If any provision of the Plan or any Option is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Option, or would disqualify the Plan or any Option under any
law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Option, such provision shall be stricken
as to such jurisdiction, Person or Option and the remainder of the Plan and any
such Option shall remain in full force and effect.

(k) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Option if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other

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37
consideration might violate any applicable law or regulation or entitle Micro to
recover the same under Section 16(b) of the Exchange Act, and any payment
tendered to Micro by a Participant in connection therewith shall be promptly
refunded to the relevant Participant, holder or beneficiary. Without limiting
the generality of the foregoing, no Option granted hereunder shall be construed
as an offer to sell securities of Micro, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any
such offer, if made, would be in compliance with all applicable requirements of
the U.S. federal securities laws and any other laws to which such offer, if
made, would be subject.

(l) No Trust or Fund Created. Neither the Plan nor any Option shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between Micro or any of its Subsidiaries and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from Micro or any of its Subsidiaries pursuant to an Option, such right shall be
no greater than the right of any unsecured general creditor of Micro or any of
its Subsidiaries.

(m) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Option, and the Committee shall determine whether
cash or other securities or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be cancelled, terminated, or otherwise eliminated.

(n) Execution of Purchase Agreement; Disposition of Shares. Prior to a
Public Offering, no Shares shall be issued pursuant to the exercise of an Option
unless and until a Purchase Agreement shall be executed by Micro and the
Participant. Each certificate representing Shares so acquired shall bear an
appropriate legend setting forth the restrictions on transfer of such Shares as
provided by such Purchase Agreement.

(o) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 10. TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of August 20, 1996,
subject to approval by the stockholders of Micro.

(b) Expiration Date. Subject to earlier termination by Micro, the Plan shall
expire 90 days after the First Closing. Unless otherwise expressly provided in
the Plan or in an applicable Option Agreement, any Option granted hereunder may,
and the authority of the Board or the Committee to amend, alter, adjust or
suspend any such Option or to waive any conditions or rights under any such
Option shall, continue after the authority for grant of new Options hereunder
has been exhausted or terminated.

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38
INGRAM MICRO INC.

AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Amended and Restated
Ingram Micro Inc. 1996 Equity Incentive Plan are to promote the interests of
Ingram Micro Inc. and its stockholders by (i) attracting and retaining
exceptional directors, executive personnel and other key employees of Micro and
its Affiliates, as defined below; (ii) motivating such employees and directors
by means of performance-related incentives to achieve longer-range performance
goals; and (iii) enabling such employees and directors to participate in the
long-term growth and financial success of Micro.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms
shall have the meanings set forth below:

"AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by Micro and (ii) any other entity in which Micro has a significant
equity interest or which has a significant equity interest in Micro, in either
case as determined by the Committee.

"AWARD" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Award or Other Stock-Based Award.

"AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"BOARD" means the Board of Directors of Micro.

"CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

"COMMITTEE" means a committee of the Board designated by the
Board to administer the Plan and composed of not less than the minimum number of
persons from time to time required by Rule 16b-3, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "Non-Employee Director" within
the meaning of Rule 16b-3. Until otherwise determined by the Board, the
Compensation Committee designated by the Board shall be the Committee under the
Plan.

"EMPLOYEE" means an employee of Micro or any Affiliate and any
member of the Board.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"EXECUTIVE OFFICER" means, at any time, an individual who is an
executive officer of Micro within the meaning of Exchange Act Rule 3b-7 or who
is an officer of Micro within the meaning of Exchange Act Rule 16a-1(f).

"FAIR MARKET VALUE" means with respect to the Shares, as of any
given date or dates, the reported closing price of a share of such class of
common stock on such exchange or market as is the principal trading market for
such class of common stock. If such class of common stock is not traded on an
exchange or principal trading market on such date, the fair market value of a
Share shall be determined by the Committee in good faith taking into account as
appropriate recent sales of the Shares, recent valuations of the Shares, the
lack of liquidity of the Shares, the fact that the Shares may represent a
minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.

"INCENTIVE STOCK OPTION" means a right to purchase Shares from
Micro that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

"INGRAM FAMILY" means Martha Ingram, her descendants (including
any adopted persons and their descendants) and their respective spouses.

"MICRO" means Ingram Micro Inc., together with any successor
thereto.

"NON-QUALIFIED STOCK OPTION" means a right to purchase Shares
from Micro that is granted under Section 6 of the Plan and that is not intended
to be an Incentive Stock Option.

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"OPTION" means an Incentive Stock Option or a Non-Qualified Stock
Option.

"OTHER STOCK-BASED AWARD" means any right granted under Section
10 of the Plan.

"PARTICIPANT" means any Employee selected by the Committee to
receive an Award under the Plan (and to the extent applicable, any heirs or
legal representatives thereof).

"PERFORMANCE AWARD" means any right granted under Section 9 of
the Plan.

"PERSON" means any individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

"PLAN" means this Ingram Micro Inc. Amended and Restated 1996
Equity Incentive Plan.

"PURCHASE AGREEMENT" means an agreement substantially in the form
attached hereto as Exhibit A to be executed by Micro and a Participant as a
condition to the exercise, prior to a Public Offering, by such Participant of
any Option granted hereunder.

"RESTRICTED STOCK" means any Share granted under Section 8 of the
Plan.

"RESTRICTED STOCK UNIT" means any unit granted under Section 8 of
the Plan.

"RULE 16B-3" means Rule 16b-3 as promulgated and interpreted by
the SEC under the Exchange Act, or any successor rule or regulation thereto as
in effect from time to time.

"SEC" means the Securities and Exchange Commission or any
successor thereto.

"SHARES" means shares of Class A common stock and Class B common
stock, $.01 par value, of Micro or such other securities as may be designated by
the Committee from time to time.

"STOCK APPRECIATION RIGHT" means any right granted under Section
7 of the Plan.

"SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
Micro or with which Micro combines.

SECTION 3. ADMINISTRATION.

(a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting Micro, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award, Award Agreement and Purchase Agreement;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (vii) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (ix) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan.

(b) Committee Discretion Binding. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including Micro, any Affiliate,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

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40
SECTION 4. SHARES AVAILABLE FOR AWARDS.

(a) Shares Available. Subject to adjustment as provided in
Section 4(b) and 4(c), the number of Shares with respect to which Awards may be
granted under the Plan shall be 12,000,000. If, after the effective date of the
Plan, any Shares covered by an Award granted under the Plan or to which such an
Award relates, are forfeited, or if such an Award is settled for cash or
otherwise terminates or is canceled without the delivery of Shares, then the
Shares covered by such Award, or to which such Award relates, or the number of
Shares otherwise counted against the aggregate number of Shares with respect to
which Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall, in the calendar year in which such
settlement, forfeiture, termination or cancellation occurs, again become Shares
with respect to which Awards may be granted unless any dividends have been paid
thereon prior to such settlement, forfeiture, termination or cancellation.
Notwithstanding the foregoing and subject to adjustment as provided in Section
4(b), no Employee of Micro may receive Awards under the Plan in any calendar
year that relate to more than 3,600,000 Shares.

(b) Adjustments. In the event that the Committee determines that
any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, reclassification, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of
Micro, issuance of warrants or other rights to purchase Shares or other
securities of Micro, or other similar corporate transaction or event affects the
Shares such that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the number of
Shares of Micro (or number and kind of other securities or property) with
respect to which Awards may thereafter be granted, (ii) the number of Shares or
other securities of Micro (or number and kind of other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that
except to the extent deemed desirable by the Committee (A) with respect to
Awards of Incentive Stock Options no such adjustment shall be authorized to the
extent that such authority would cause the Plan to violate Section 422(b)(1) of
the Code, as from time to time amended and (B) with respect to any Award no such
adjustment shall be authorized to the extent that such authority would be
inconsistent with the Plan's meeting the requirements of Section 162(m) of the
Code, as from time to time amended.

(c) Substitute Awards. Any Shares underlying Substitute Awards
shall not, except in the case of Shares with respect to which Substitute Awards
are granted to Employees who are officers or directors of Micro for purposes of
Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.

SECTION 5. ELIGIBILITY. Any Employee, including any officer or
employee-director of Micro or any Affiliate, and any member of the Board, shall
be eligible to be designated a Participant.

SECTION 6. STOCK OPTIONS.

(a) Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of Shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute.

(b) Exercise Price. The Committee in its sole discretion shall
establish the exercise price at the time each Option is granted.

(c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter.

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41

The Committee may impose such conditions with respect to the exercise of
Options, including without limitation, any relating to the application of
Federal or state securities laws, as it may deem necessary or advisable.

(d) Payment. No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price therefor is
received by Micro. Such payment may be made: (i) in cash; (ii) in Shares already
owned by the Participant (the value of such Shares shall be their Fair Market
Value on the date of exercise); (iii) by a combination of cash and Shares; (iv)
if approved by the Committee, in accordance with a cashless exercise program
under which either (A) if so instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon receipt of the purchase
price in cash from the broker or dealer, or (B) Shares may be issued by Micro to
a Participant's broker or dealer in consideration of such broker's or dealer's
irrevocable commitment to pay to Micro that portion of the proceeds from the
sale of such Shares that is equal to the exercise price of the Option(s)
relating to such Shares, or (v) in such other manner as permitted by the
Committee at the time of grant or thereafter.

SECTION 7. STOCK APPRECIATION RIGHTS.

(a) Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Stock Appreciation Right
Award, the grant price thereof and the conditions and limitations applicable to
the exercise thereof. Stock Appreciation Rights may be granted in tandem with
another Award, in addition to another Award, or freestanding and unrelated to
another Award. Stock Appreciation Rights granted in tandem with or in addition
to an Award may be granted either at the same time as the Award or at a later
time. Stock Appreciation Rights shall not be exercisable earlier than six months
after grant and shall have a grant price as determined by the Committee on the
date of grant.

(b) Exercise and Payment. A Stock Appreciation Right shall
entitle the Participant to receive an amount equal to the excess of the Fair
Market Value of a Share on the date of exercise of the Stock Appreciation Right
over the grant price thereof, provided that the Committee may for administrative
convenience determine that, with respect to any Stock Appreciation Right which
is not related to an Incentive Stock Option and which can only be exercised for
cash during limited periods of time in order to satisfy the conditions of Rule
16b-3, the exercise of such Stock Appreciation Right for cash during such
limited period shall be deemed to occur for all purposes hereunder on the last
day of such limited period and the Fair Market Value of the Shares subject to
such stock appreciation right shall be deemed to be equal to the average of the
high and low prices during such period on each day the Shares are traded on any
stock exchange on which Shares are listed or on any over-the-counter market on
which Shares are then traded. Any such determination by the Committee may be
changed by the Committee from time to time and may govern the exercise of Stock
Appreciation Rights granted prior to such determination as well as Stock
Appreciation Rights thereafter granted. The Committee shall determine whether a
Stock Appreciation Right shall be settled in cash, Shares or a combination of
cash and Shares.

(c) Other Terms and Conditions. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine, at or after
the grant of a Stock Appreciation Right, the term, methods of exercise, methods
and form of settlement, and any other terms and conditions of any Stock
Appreciation Right. Any such determination by the Committee may be changed by
the Committee from time to time and may govern the exercise of Stock
Appreciation Rights granted or exercised prior to such determination as well as
Stock Appreciation Rights granted or exercised thereafter. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it shall deem appropriate.

SECTION 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

(a) Grant. Subject to the provisions of the Plan and contractual
provisions affecting Micro, the Committee shall have sole and complete authority
to determine the Employees to whom Shares of Restricted Stock and Restricted
Stock Units shall be granted, the number of Shares of Restricted Stock and/or
the number of Restricted Stock Units to be granted to each Participant, the
duration of the period during which, and the conditions under which, the
Restricted Stock and Restricted Stock Units may be forfeited to Micro, and the
other terms and conditions of such Awards.

(b) Payment. Each Restricted Stock Unit shall have a value equal
to the Fair Market Value of a Share. Restricted Stock Units shall be paid in
cash, Shares, other securities or other property, as determined in the

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42

sole discretion of the Committee, upon the lapse of the restrictions applicable
thereto, or otherwise in accordance with the applicable Award Agreement.

(c) Dividends and Distributions. Dividends and other
distributions paid on or in respect of any Shares of Restricted Stock may be
paid directly to the Participant, or may be reinvested in additional Shares of
Restricted Stock or in additional Restricted Stock Units, as determined by the
Committee in its sole discretion.

SECTION 9. PERFORMANCE AWARDS.

(a) Grant. Subject to the provisions of the Plan and contractual
provisions affecting Micro, the Committee shall have sole and complete authority
to determine the Employees who shall receive a "Performance Award", which shall
consist of a right which is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.

(b) Terms and Conditions. Subject to the terms of the Plan, any
contractual provisions affecting Micro and any applicable Award Agreement, the
Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be made
pursuant to any Performance Award.

(c) Payment of Performance Awards. Performance Awards may be paid
in a lump sum or in installments following the close of the performance period
or, in accordance with procedures established by the Committee, on a deferred
basis.

SECTION 10. OTHER STOCK-BASED AWARDS. The Committee shall have
authority to grant to eligible Employees an "Other Stock-Based Award", which
shall consist of any right which is (i) not an Award described in Sections 6
through 9 above and (ii) an Award of Shares or an Award denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities convertible into Shares),
as deemed by the Committee to be consistent with the purposes of the Plan;
provided that any such rights must comply with applicable law, and to the extent
deemed desirable by the Committee, with Rule 16b-3. Subject to the terms of the
Plan, any contractual provisions affecting Micro and any applicable Award
Agreement, the Committee shall determine the terms and conditions of any such
Other Stock-Based Award.

SECTION 11. TERMINATION OR SUSPENSION OF EMPLOYMENT OR SERVICE.
The following provisions shall apply in the event of the Participant's
termination of employment or service unless the Committee shall have provided
otherwise, either at the time of the grant of the Award or thereafter.

(a) Non-Qualified Stock Options and Stock Appreciation Rights.

(i) Termination of Employment or Service. Except as the Committee
may at any time otherwise provide or as required to comply with applicable law,
if the Participant's employment or services with Micro or its Affiliates is
terminated for any reason other than death, disability, or retirement, the
Participant's right to exercise any Non-Qualified Stock Option or Stock
Appreciation Right shall terminate, and such Option or Stock Appreciation Right
shall expire, on the earlier of (A) the sixtieth day following such termination
of employment or service or (B) the date such Option or Stock Appreciation Right
would have expired had it not been for the termination of employment or
services. The Participant shall have the right to exercise such Option or Stock
Appreciation Right prior to such expiration to the extent it was exercisable at
the date of such termination of employment or service and shall not have been
exercised.

(ii) Death, Disability or Retirement. Except as the Committee may at
any time otherwise provide or as required to comply with applicable law, if the
Participant's employment or services with Micro or its Affiliates is terminated
by reason of death, disability, or retirement, the Participant or his successor
(if employment or service is terminated by death) shall have the right to
exercise any Non-Qualified Stock Option or Stock Appreciation Right during the
one-year period following such termination of employment or service, to the
extent it was exercisable and outstanding at the date of such termination of
employment or service, but in no event shall such option be exercisable later
than the date the Option would have expired had it not been for the termination
of such

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43
employment or services. The meaning of the terms "disability" and "retirement"
shall be determined by the Committee.

(iii) Acceleration or Extension of Exercisability. Notwithstanding
the foregoing, the Committee may, in its discretion, provide at any time (A)
that an Option granted to a Participant may terminate at a date earlier than
that set forth above, (B) that an Option granted to a Participant may terminate
at a date later than that set forth above, provided such date shall not be
beyond the date the Option would have expired had it not been for the
termination of the Participant's employment or service and (C) that an Option or
Stock Appreciation Right may become immediately exercisable when it finds that
such acceleration would be in the best interests of Micro.

(b) Incentive Stock Options. Except as otherwise determined by
the Committee at the time of grant or otherwise or as required to comply with
applicable law, if the Participant's employment with Micro and its Affiliates is
terminated for any reason, the Participant shall have the right to exercise any
Incentive Stock Option and any related Stock Appreciation Right during the 90
days after such termination of employment to the extent it was exercisable at
the date of such termination, but in no event later than the date the Option
would have expired had it not been for the termination of such employment. If
the Participant does not exercise such Option or related Stock Appreciation
Right to the full extent permitted by the preceding sentence, the remaining
exercisable portion of such Option automatically will be deemed a Non-Qualified
Stock Option, and such Option and the related Stock Appreciation Right will be
exercisable during the period set forth in Section 11(a) of the Plan, provided
that in the event that employment is terminated because of death or the
Participant dies in such 90-day period the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422 of
the Code, or any successor provision, and any regulations promulgated
thereunder.

(c) Restricted Stock. Except as otherwise determined by the
Committee at the time of grant or as required to comply with applicable law,
upon termination of employment or service for any reason during the restriction
period, all shares of Restricted Stock still subject to restriction shall be
forfeited by the Participant and reacquired by Micro at the price (if any) paid
by the Participant for such Restricted Stock; provided that in the event of
Participant's retirement, disability, or death, or in cases of special
circumstances, the Committee may, in its sole discretion, when it finds that a
waiver would be in the best interests of Micro, waive in whole or in part any or
all remaining restrictions with respect to such Participant's shares of
Restricted Stock. Any time spent by a Participant in the status of "leave
without pay" shall extend the period otherwise required for purposes of
determining the extent to which any Award or portion thereof has vested or
otherwise become exercisable or nonforfeitable.

(d) Except as the Committee may otherwise determine, for purposes
hereof any termination of a Participant's employment or service for any reason
shall occur on the date Participant ceases to perform services for Micro or any
Affiliate without regard to whether Participant continues thereafter to receive
any compensatory payments therefrom or is paid salary thereby in lieu of notice
of termination or, with respect to a member of the Board who is not also an
employee of Micro or any Affiliate, the date such Participant is no longer a
member of the Board.

SECTION 12. MERGER. In the event of a merger of Micro with or
into another corporation, each outstanding Award may be assumed or an equivalent
award may be substituted by such successor corporation or a parent or subsidiary
of such successor corporation. If, in such event, an Award is not assumed or
substituted, the Award shall terminate as of the date of the closing of the
merger. For the purposes of this paragraph, the Award shall be considered
assumed if, following the merger, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the merger,
the consideration (whether stock, cash, or other securities or property)
received in the merger by holders of Common Stock for each Share held on the
effective date of the transaction (and if the holders are offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares). If such consideration received in the merger is not
solely common stock of the successor corporation or its parent, the Committee
may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Award, for each Share
subject to the Award, to be solely common stock of the successor corporation or
its parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger.

B-6
44

SECTION 13. AMENDMENT AND TERMINATION.

(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act, for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

(b) Amendments to Awards. Subject to the terms of the Plan and
applicable law, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.

(c) Cancellation. Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may cause any Award
granted hereunder to be canceled in consideration of a cash payment or
alternative Award made to the holder of such canceled Award equal in value to
the Fair Market Value of such canceled Award.

SECTION 14. GENERAL PROVISIONS.

(a) Dividend Equivalents. In the sole and complete discretion of
the Committee, an Award, whether made as an Other Stock-Based Award under
Section 10 or as an Award granted pursuant to Sections 6 through 9 hereof, may
provide the Participant with dividends or dividend equivalents, payable in cash,
Shares, other securities or other property on a current or deferred basis.

(b) Nontransferability. No Award shall be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a Participant,
except by will or the laws of descent and distribution.

(c) No Rights to Awards. No Employee, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

(d) Share Certificates. All certificates for Shares or other
securities of Micro or any Affiliate delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange
Commission or any stock exchange upon which such Shares or other securities are
then listed and any applicable laws or rules or regulations, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

(e) Withholding. A Participant may be required to pay to Micro or
any Affiliate, and Micro or any Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding taxes in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan and to
take such other action as may be necessary in the opinion of Micro to satisfy
all obligations for the payment of such taxes. The Committee may provide for
additional cash payments to holders of Awards to defray or offset any tax
arising from any such grant, lapse, vesting, or exercise of any Award.

(f) Award Agreements. Each Award hereunder shall be evidenced by
an Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.

(g) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent Micro or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need

B-7
45

not, provide for the grant of options, restricted stock, Shares and other types
of Awards provided for hereunder (subject to shareholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.

(h) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ or
service of Micro or any Affiliate. Further, Micro or an Affiliate may at any
time dismiss a Participant from employment or service, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement.

(i) Rights as a Stockholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares. Notwithstanding
the foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.

(j) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.

(k) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

(l) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle Micro to
recover the same under Section 16(b) of the Exchange Act, and any payment
tendered to Micro by a Participant in connection therewith shall be promptly
refunded to the relevant Participant, holder or beneficiary. Without limiting
the generality of the foregoing, no Award granted hereunder shall be construed
as an offer to sell securities of Micro, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any
such offer, if made, would be in compliance with all applicable requirements of
the U.S. federal securities laws and any other laws to which such offer, if
made, would be subject.

(m) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between Micro or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from Micro or any Affiliate pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of Micro or any Affiliate.

(n) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash or other securities or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

(o) Transfer Restrictions. Shares acquired hereunder may not be
sold, assigned, transferred, pledged or otherwise disposed of, except as
provided in the Plan, the applicable Award Agreement or the applicable Purchase
Agreement.

(p) Headings. Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

B-8
46

SECTION 15. TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of October 31,
1996, subject to approval by the shareholders of Micro. Awards may be granted
hereunder prior to such shareholder approval subject in all cases, however, to
such approval.

(b) Expiration Date. No Incentive Stock Option shall be granted
under the Plan after December 31, 2005. Unless otherwise expressly provided in
the Plan or in an applicable Award Agreement, any Award granted hereunder may,
and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after the authority for grant of new
Awards hereunder has been exhausted.

B-9
47
FIRST AMENDMENT TO INGRAM MICRO INC.
AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN

This First Amendment to Ingram Micro Inc. Amended and Restated 1996
Equity Incentive Plan is made by Ingram Micro Inc. (the "Company") with
reference to the following facts:

The Company has established the Ingram Micro Inc. Amended and Restated
1996 Equity Incentive Plan (hereinafter the "Plan"). The Plan provides that it
may be amended from time to time in accordance with the procedures provided
therein. The Company has executed this First Amendment for the purpose of
amending the Plan in the manner hereinafter provided.

NOW, THEREFORE, the Plan is hereby amended as follows:

Effective January 1, 1997, Section 14(b) of the Plan is hereby amended
and replaced in its entirety by the following:

"(b) Nontransferability. (i) Except as provided in subsection (ii)
below, no Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant, except by will or the laws of
descent and distribution.

(ii) Notwithstanding subsection (i) above, the Committee may determine
that an Award may be transferred by a Participant to one or more members of the
Participant's immediate family, to a partnership of which the only partners are
members of the Participant's immediate family, or to a trust established by the
Participant for the benefit of one or more members of the Participant's
immediate family. For this purpose, immediate family means the Participant's
spouse, parents, children, grandchildren and the spouses of such parents,
children and grandchildren. A transferee described in this subsection (ii) may
not further transfer an Award. An Award transferred pursuant to this subsection
shall remain subject to the provisions of the Plan, including, but not limited
to, the provisions of Section 11 relating to the effect on the Award of the
death, retirement or termination of employment of the Participant, and shall be
subject to such other rules as the Committee shall determine."

IN WITNESS WHEREOF, this First Amendment is executed effective as of the
date set forth herein.

INGRAM MICRO INC.

By: /s/ JAMES E. ANDERSON, JR.
----------------------------------
James E. Anderson, Jr.
Senior Vice President, Secretary
and General Counsel

B-10
48
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

An itemized statement of the estimated amount of the expenses, other than
underwriting discounts and commissions, incurred and to be incurred in
connection with the issuance and distribution of the securities registered
pursuant to this Registration Statement is as follows:

Securities and Exchange Commission registration fee........... $59,740
Printing and engraving expenses............................... 10,000
Accounting fees and expenses.................................. 5,000
Legal fees and expenses....................................... 10,000
Transfer Agent fees and expenses.............................. 5,000
Miscellaneous................................................. 5,260
-------
Total................................................. $95,000
=======

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

Section 102 of the DGCL allows the Company to eliminate or limit the
personal liability of a director to the Company or to any of its stockholders
for monetary damage for a breach of fiduciary duty as a director, except in the
case where the director (i) breaches such person's duty of loyalty to the
Company or its stockholders, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorizes the payment
of a dividend or approves a stock purchase or redemption in violation of Section
174 of the DGCL or (iv) obtains an improper personal benefit. Article Tenth of
the Company's Certificate of Incorporation includes a provision which eliminates
directors' personal liability to the fullest extent permitted under the Delaware
General Corporation Law.

Article Tenth of the Company's Certificate of Incorporation provides that
the Company shall indemnify any person (and the heirs, executors or
administrators of such person) who was or is a party or is threatened to be made
a party to, or is involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted by Delaware Law. Each such
indemnified party shall have the right to be paid by the Company for any
expenses incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by Delaware Law. Article Tenth of
the Company's Certificate of Incorporation also provides that the Company may,
by action of its Board of Directors, provide indemnification to such of the
employees and agents of the Company to such extent and to such effect as the
Board of Directors shall determine to be appropriate and authorized by Delaware
Law.

II-1
49

As permitted by Delaware Law and the Company's Certificate of Incorporation,
the Company maintains insurance covering its directors and officers against
certain liabilities incurred by them in their capacities as such, including
among other things, certain liabilities under the Securities Act of 1933, as
amended.

ITEM 16. EXHIBITS.

(a) LIST OF EXHIBITS.

5.01 -- Opinion of James E. Anderson, Jr., the Registrant's Senior
Vice President, Secretary and General Counsel

10.36 -- First Amendment to the Credit Agreement dated as of October
28, 1997

10.37 -- European Credit Agreement dated as of October 28, 1997 among
the Company and Ingram European Coordination Center N.V., as
Borrowers and Guarantors, certain financial institutions, as the
Lenders, The Bank of Nova Scotia, as Administrative Agent for
the Lenders and NationsBank of Texas, N.A. as Documentation
Agent for the Lenders, as arranged by The Bank of Nova Scotia
and NationsBanc Capital Markets, Inc., as the Arrangers

10.38 -- Canadian Credit Agreement dated as of October 28, 1997 among
the Company and Ingram Micro Inc. (Canada), as Borrowers and
Guarantors, certain financial institutions, as the Lenders, The
Bank of Nova Scotia., as Administrative Agent for the Lenders,
Royal Bank of Canada as the Syndication Agent for the Lenders,
and Bank of Tokyo-Mitsubishi (Canada) as the Co-Agent

21.01 -- Subsidiaries of the Registrant

23.01 -- Consent of Price Waterhouse LLP

23.02 -- Consent of James E. Anderson, Jr., Senior Vice President,
Secretary and General Counsel of the Registrant (included in
Exhibit 5.01)

24.01 -- Powers of Attorney of certain officers and directors of the
Registrant (included on the signature pages hereof)

99.01 -- Cautionary Statements for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995 (incorporated by reference to Exhibit 99.01 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996, filed with the Commission on March 24,
1997)

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the

II-2
50

registration statement;

provided, however, that if the information required to be included in a
post-effective amendment by paragraphs (1) (i) and (ii) above is contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, paragraphs (1) (i) and (ii) shall not apply.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement relating to securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-3
51
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ingram Micro
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on this 3rd day of
November, 1997.

INGRAM MICRO INC.

By: /s/ James E. Anderson, Jr.
----------------------------------
Name: James E. Anderson, Jr.
Title: Senior Vice President,
Secretary and General
Counsel

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints Jerre L. Stead, Jeffrey R. Rodek, Michael J. Grainger, and James E.
Anderson, Jr., and any agent for service named in this Registration Statement
and each of them, his, her, or its true and lawful attorneys-in-fact and agents
,with full power of substitution and resubstitution, for him, her, or it and in
his, her, or its name, place and stead, in any and all capacities, to sign and
file (i) any and all amendments (including post-effective amendments) to this
Registration Statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement, and any and all
amendments thereto, relating to the offering covered hereby filed pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he, she, or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Jerre L. Stead Chief Executive Officer (Principal November 3, 1997
- -------------------------------- Executive Officer); Chairman of the
Jerre L. Stead Board

/s/ Michael J. Grainger Executive Vice President and November 3, 1997
- -------------------------------- Worldwide Chief Financial Officer
Michael J. Grainger (Principal Financial Officer
and Principal Accounting Officer)

/s/ Martha R. Ingram Director November 3, 1997
- --------------------------------
Martha R. Ingram

/s/ John R. Ingram Director November 3, 1997
- --------------------------------
John R. Ingram

/s/ David B. Ingram Director November 3, 1997
- --------------------------------
David B. Ingram

/s/ Philip M. Pfeffer Director November 3, 1997
- --------------------------------
Philip M. Pfeffer

II-4
52

/s/ Don H. Davis, Jr. Director November 3, 1997
- ---------------------------------
Don H. Davis, Jr.

- ---------------------------------- Director November 3, 1997
J. Phillip Samper

/s/ Joe B. Wyatt Director November 3, 1997
- -----------------------------------
Joe B. Wyatt

II-5

   1
                                                                    EXHIBIT 5.01


                                November 3, 1997

Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA  92705

        RE:    INGRAM MICRO INC. REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

        I am the General Counsel of Ingram Micro Inc., a Delaware corporation
(the "Company"), and am delivering this opinion in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of: (a) 2,485,944 shares
(the "Rollover Shares") of the Company's Class A Common Stock, par value $0.01
per share ("Common Stock"), issuable pursuant to the Company's Rollover Stock
Option Plan (the "Plan"), (b) 250,000 shares (the "Transferable Option Shares")
of Common Stock issuable pursuant to the Company's Amended and Restated 1996
Equity Incentive Plan, as amended (the "Amended 1996 Plan"), (c) 5,767,717
shares (the "II Shares") of Common Stock to be sold by the Ingram Thrift Plan,
(d) 835,245 shares (the "IE Shares") of Common Stock to be sold by the Ingram
Entertainment Thrift Plan, and (e) 1,610,392 shares (the "IM Shares") of Common
Stock to be sold by the Ingram Micro Thrift Plan, as selling stockholders
(collectively, the "Selling Stockholders") (the II Shares, the IE Shares and the
IM Shares, collectively, the "Thrift Shares").

        I have examined originals or copies of such documents, corporate records
and other instruments as I have deemed necessary for the purposes of rendering
this opinion.

        On the basis of the foregoing, I am of the opinion that the Rollover
Shares have been duly authorized and, when and to the extent issued pursuant to
the Plan upon receipt by the Company of the option exercise prices therefor,
will be validly issued, fully paid and non-assessable. In addition, I am of the
opinion that the Transferable Option Shares have been duly authorized and, when
and to the extent issued pursuant to the Amended 1996 Plan upon receipt by the
Company of the option exercise prices therefor, will be validly issued, fully
paid and non-assessable. I am also of the opinion that, upon conversion of a
like number of shares of Class B Common Stock, par value $0.01 per share,
presently held by the Selling Stockholders, which will occur automatically upon
the sale or transfer thereof by the Selling Stockholders, the Thrift Shares will
be validly issued, fully paid and non-assessable.

        I am licensed to practice law in the States of California, Tennessee and
Texas, and the foregoing opinion is limited to the laws of such states, the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.

        I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to my name under the
caption "Legal Matters" in the Prospectus contained in the Registration
Statement.

                                       Very truly yours,



                                       James E. Anderson, Jr.
                                       Senior Vice President, Secretary
                                       and General Counsel

1
EXHIBIT 10.36

FIRST AMENDMENT TO CREDIT AGREEMENT

dated as of October 28, 1997,

among

INGRAM MICRO INC.,
INGRAM EUROPEAN COORDINATION CENTER N.V.,
INGRAM MICRO SINGAPORE PTE LTD., and
INGRAM MICRO INC. (CANADA),
as Borrowers and Guarantors, and

CERTAIN FINANCIAL INSTITUTIONS,
as the Relevant Required Lenders

amending the US $1,000,000,000

CREDIT AGREEMENT

dated as of October 30, 1996,

also among

CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders,

NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent for the Lenders,

THE BANK OF NOVA SCOTIA,
as Documentation Agent for the Lenders,

and

THE CHASE MANHATTAN BANK,
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLANDS BRANCH,
THE FIRST NATIONAL BANK OF CHICAGO,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY, and
ROYAL BANK OF CANADA,
as the Co-Agents

PREPARED BY HAYNES AND BOONE, L.L.P.

TABLE OF CONTENTS

1. TERMS AND REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4. REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5. RATIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

6. ADDITIONAL GUARANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

2
SCHEDULES AND EXHIBITS

EXHIBIT F-1 - FORM OF AMENDMENT EFFECTIVE DATE CERTIFICATE

EXHIBIT G-3 - FORM OF AMENDMENT TO COORDINATION CENTER
GUARANTY

EXHIBIT H-1 - FORM OF AMENDMENT TO MICRO GUARANTY

EXHIBIT I-4 - FORM OF AMENDMENT TO MICRO CANADA
GUARANTY (COORDINATION CENTER/MICRO
SINGAPORE)

EXHIBIT I-5 - FORM OF AMENDMENT TO MICRO CANADA GUARANTY
(MICRO)

EXHIBIT I-6 - FORM OF AMENDMENT TO MICRO SINGAPORE
GUARANTY

AMENDED EXHIBIT J - FORM OF ADDITIONAL GUARANTY

EXHIBIT M-1 - FORM OF OPINION OF JAMES E. ANDERSON

FIRST AMENDMENT
3
FIRST AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT is entered into as of October 28, 1997, between:

o INGRAM MICRO INC., a corporation organized and existing under the laws
of the State of Delaware, United States of America ("MICRO");

o INGRAM EUROPEAN COORDINATION CENTER, N.V., a company organized and
existing under the laws of The Kingdom of Belgium ("COORDINATION
CENTER"), INGRAM MICRO SINGAPORE PTE LTD., a corporation organized and
existing under the laws of Singapore ("MICRO SINGAPORE"), and INGRAM
MICRO INC., a corporation organized and existing under the laws of the
Province of Ontario, Canada ("MICRO CANADA"), all three of which are
collectively the "SUPPLEMENTAL BORROWERS"; and

o The financial institutions executing this amendment as Lenders (the
"RELEVANT REQUIRED LENDERS").

(see PARAGRAPH 1 below regarding defined terms)

A. This amendment is being executed and delivered to amend the
Credit Agreement (as renewed, extended, amended, or supplemented, the "CREDIT
AGREEMENT") dated as of October 30, 1996, among (1) Micro; (2) the Supplemental
Borrowers; (3) certain Lenders (which includes the Relevant Required Lenders);
(3) NationsBank of Texas, N.A. ("NATIONSBANK"), as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and The Bank of Nova
Scotia ("SCOTIABANK"), as documentation agent for the Lenders (in such
capacity, the "DOCUMENTATION AGENT"), both of which are collectively the
"AGENTS"; and (4) The Chase Manhattan Bank; DG Bank Deutsche
Genossenschaftsbank, Cayman Island Branch; The First National Bank of Chicago;
The Industrial Bank of Japan, Limited, Atlanta Agency; and Royal Bank of
Canada, as co-agents (collectively in such capacity, the "CO-AGENTS").

B. The Credit Agreement provides, among other things, for (1)
Commitments by the Lenders to make Pro-Rata Credit Extensions to or for Micro
in Dollars, (2) agreements by the Lenders to consider (without commitment)
making Non-Rata Revolving Loans and issuing Non-Rata Letters of Credit to or
for any Borrower in Available Currencies, (3) agreements by the Lenders to
consider (without commitment) quoting bids to make Bid Rate Loans to any
Borrower, and (4) joint and several guaranties by each Borrower of every other
Borrower's Obligations.

C. The Borrowers have requested that the Relevant Required
Lenders enter into this amendment with the Borrowers in order to effect the
changes reflected in PARAGRAPH 2 below.

D. The Relevant Required Lenders have agreed, upon and subject to
the terms and conditions of this amendment, to those changes to the Credit
Agreement.

ACCORDINGLY, for adequate and sufficient consideration, the Borrowers
and the Relevant Required Lenders agree as follows:

1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (A)
terms defined in the Credit Agreement have the same meanings when used in this
amendment, and (B) references to "SECTIONS," "SCHEDULES," and "EXHIBITS" are to
the Credit Agreement's sections, schedules, and exhibits.

FIRST AMENDMENT
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2. AMENDMENTS. Subject to PARAGRAPH 3 below but otherwise effective as
of the date of this amendment, the Credit Agreement is amended as follows:

(A) Extensions of Commitment Termination Date. In respect of the
Borrowers' request to allow for two-year extensions, to reduce the minimum for
Remaining Lenders to 65%, and to require additional documentation for an
extension to be at the Agents' request; SECTION 2.2 is entirely amended as
follows:

SECTION 2.2 EXTENSIONS OF THE COMMITMENT TERMINATION DATE.

(a) If the Commitment Termination Date has not
occurred, Micro may -- on any Business Day occurring after May
1st and before June 30th of the year (for purposes of this
SECTION 2.2, the "THEN-CURRENT YEAR") immediately preceding
the year in which the then-effective Commitment Termination
Date occurs -- deliver to each Lender (with a copy to the
Administrative Agent) three counterparts of a Commitment
Extension Request appropriately completed. That Commitment
Extension Request may be for a one-year (365-day or, if
appropriate, 366-day) period, for a two-year (730-day or, if
appropriate 731-day) period, or for one or both in the same
Commitment Extension Request (each a requested "EXTENSION
PERIOD"). The Commitment Extension Request shall be delivered
in accordance with SECTION 11.2, EXCEPT that acknowledgment of
receipt by the recipient is required before it is deemed to
have been delivered.

(ii) By August 15th of the then-current
year, the Administrative Agent shall notify (for
purposes of this SECTION 2.2, the "LENDER BALLOT
NOTICE") all of the Lenders as to (A) the identity of
each Lender who has indicated its intention not to
extend its Commitment in respect of either of the one
or two Extension Periods requested by Micro
("WITHDRAWING LENDER"), (B) each Lender who has
agreed to extend its Commitment in respect of one or
both of the Extension Periods requested by Micro
("REMAINING LENDER"), and (C) which Remaining Lenders
have agreed to which Extension Period if two were
requested by Micro.

(b) IF, as of the date the Administrative Agent
delivers the Lender ballot notice, neither NationsBank nor
Scotiabank shall be a Remaining Lender and the Remaining
Lenders in respect of each Extension Period requested by Micro
shall hold less than a total of 65% of the Commitments, THEN,
by August 31st of the then-current year, each Remaining Lender
may revoke (by delivering written notice thereof to Micro and
the Administrative Agent) its consent to extension of its
Commitment for each of the Extension

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FIRST AMENDMENT
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Periods requested by Micro, thereby becoming a Withdrawing
Lender as of the day of that revocation.

(i) After the date that the
Administrative Agent delivers the Lender ballot
notice and by September 15th of the then-current
year, the Remaining Lenders may assume any
Withdrawing Lender's Commitment in proportion to
their respective share of those Remaining Lenders'
Commitments.

(ii) IF, as of September 30th of the
then-current year, the Remaining Lenders in respect
of each Extension Period requested by Micro hold less
than a total of 65% of the Commitments (after giving
effect to any assumptions of any Withdrawing Lenders'
Commitment under the preceding sentence on or before
that date), THEN (A) all of the Lenders' Commitments
shall terminate and (B) any Outstanding Credit
Extensions shall mature and be payable in full on the
then-effective Commitment Termination Date.

(iii) A one-year Extension Period does not
automatically become effective if a Commitment
Extension Request for a two-year period fails to
become effective as provided in this CLAUSE (b), and
VICE VERSA.

(c) IF, as of September 30th of the then-current
year, the Remaining Lenders in respect of an Extension Period
requested by Micro hold a total of at least 65% of the
Commitments (after giving effect to any assumptions of the
Commitments of any Withdrawing Lenders' Commitments under
CLAUSE (b) above on or before that date), THEN each Remaining
Lender's Commitment (including any Commitments assumed by any
Remaining Lender under CLAUSE (b) above) shall be extended for
that Extension Period from the then-effective Commitment
Termination Date, SUBJECT TO CLAUSE (f) below.

(i) IF the requirements for extension of
the Commitments shall be satisfied, THEN -- after
October 1st of the then-current year but by 30 days
before the then-effective Commitment Termination Date
-- Micro may enter into an agreement with one or more
new financial institutions reasonably acceptable to
the Agents or with any Remaining Lender to assume the
Withdrawing Lenders' Commitments that have not been
assumed under CLAUSE (b) above.

(ii) Any Commitments assumed by Remaining
Lenders or new financial institutions under CLAUSE
(I) above shall be extended for the foregoing
Extension Period from the then-effective Commitment
Termination Date, SUBJECT TO CLAUSE (f) below.

(iii) IF Micro requests both a one-year
and a two-year Extension Period and both would become
effective under this section, THEN the two-year
Extension Period shall become effective under this
section; PROVIDED THAT any Lender that did not agree
to a two-year Extension Period but that did agree to
a one-year Extension Period shall then become a
Withdrawing Lender.

3 FIRST AMENDMENT
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(d) IF the Commitments are extended in accordance
with this section, THEN Outstanding Credit Extensions made by
any Withdrawing Lender that are not assumed or purchased under
CLAUSE (b) or (c) above shall mature and be payable in full on
the then-effective Commitment Termination Date, and the
Commitments of each such Withdrawing Lender shall thereupon
terminate.

(i) On the then-effective
Commitment Termination Date, the Total Credit
Commitment Amount shall be automatically
reduced by an amount equal to the PRODUCT of
(A) the total Percentages of all the
Withdrawing Lenders that were not assumed or
purchased under CLAUSES (b) or (c) above
TIMES (B) the Total Credit Commitment Amount
on that Commitment Termination Date
immediately before that calculation.

(ii) The Percentages of the Remaining
Lenders shall be adjusted by the Administrative Agent
based upon each such Remaining Lender's PRO RATA
share of the remaining Total Credit Commitment
Amount.

(e) Each Lender's decision to extend its
Commitment or assume or purchase any Withdrawing Lender's
Commitment shall be exercised by it in its sole and absolute
discretion without reference to any stated desires of any
other Lender Party or Micro. All assignments made under this
SECTION 2.2 shall be made in accordance with SECTION 11.11.1,
EXCEPT that any such assignment (i) may be in any minimum or
multiple amount resulting from the operation of this SECTION
2.2 and (ii) shall not require the consent of Micro or the
Administrative Agent.

(f) Any extension of Commitments under this
SECTION 2.2 shall become effective only upon (i) the
satisfaction of the requirements for extension stated above
and (ii) the delivery by Micro to the Administrative Agent and
each Lender, on or before the then-effective Commitment
Termination Date, of (A) executed replacement Notes
reflecting, without limitation, any changes in the identity or
Percentages of the Lender Parties and the Total Credit
Commitment Amount, and (B) copies of such other legal
opinions, approvals, instruments, or documents as the Agents
may reasonably request. Upon their receipt of such
replacement Notes, the Remaining Lenders shall mark the
relevant predecessor Notes "EXCHANGED" and deliver them to
Micro.

(B) Minimum Pro-Rata Revolving Loans. In respect of the
Borrowers' request that the minimum for Pro-Rata Revolving Loans be reduced,
the amounts "$25,000,000" in the first sentences of SECTION 3.1(a) and of
SECTION 4.2.3 are entirely amended to read "$10,000,000."

(C) Bid Rate Loans in Available Currencies. In respect of the
Borrowers' request that Bid Rate Loans may be requested in any Available
Currency:

(i) CLAUSE (c) in the second recital to the Credit
Agreement is entirely amended as follows:

(c) for itself and each other Borrower a protocol
whereby each such Borrower may, prior to the Commitment
Termination Date and to the extent the aggregate

4 FIRST AMENDMENT
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Commitments shall be unused and available from time to time,
request that the Lenders make Bid Rate Loans in any Available
Currency, subject to a limit on all Outstanding Credit
Extensions consisting of Non-Rata Credit Extensions of
$750,000,000 in the aggregate; and

(ii) The definition of the term "Available Currency" in
SECTION 1.1 is entirely amended as follows:

"AVAILABLE CURRENCY" means for the purposes of any
Non-Rata Revolving Loans, Non-Rata Letters of Credit, and Bid
Rate Loans, Dollars, Canadian Dollars, Singapore Dollars, Hong
Kong Dollars, Swiss Francs, Belgian Francs, French Francs,
Guilders, Sterling, Marks, Lira, Mexican Pesos, Pesetas, Yen,
Krona, Danish Krone, Norwegian Krone, Schillings, Ringgit,
Won, European Currency Units and other mutually agreed
currencies.

(iii) SECTION 3.5.1 is entirely amended as follows:

SECTION 3.5.1. BID RATE LOANS.

(a) Any Borrower may, on the terms and
conditions of this Agreement, request the Lenders to
make offers to make Bid Rate Loans to such Borrower
denominated in any Available Currency. The Lenders
may, but shall have no obligation to, make such
offers and the relevant Borrower may, but shall have
no obligation to, accept any such offers in the
manner set forth in this SECTION 3.5. Except as
otherwise provided herein and subject in each case to
the satisfaction of the applicable conditions
precedent set forth in SECTIONS 6.1 and 6.2 hereof,
each Bid Rate Loan shall be made on the terms and
conditions agreed to between the relevant Borrower
and the relevant Lender; PROVIDED THAT the direct
Obligations of Micro with respect to each Pro-Rata
Credit Extension shall rank PARI PASSU with Micro's
direct and contingent Obligations with respect to
each Bid Rate Loan.

(b) Notwithstanding any other provision
contained in this Agreement, if, at any time prior to
the Commitment Termination Date, the relevant Lender
of a Bid Rate Loan determines that the Available
Currency in which such Bid Rate Loan has been made is
an Ineligible Currency, then such Lender may (in its
sole discretion) at any time notify the relevant
Borrower of the same. Promptly after receiving such
notice and, in any event, within five Business Days
of receiving the same, such Borrower will notify such
Lender as to what Available Currency it desires such
Bid Rate Loan to be converted into and promptly
thereafter such Lender shall so convert such Bid Rate
Loan. If the relevant Borrower fails to select
another Available Currency as provided in the
preceding sentence, such other Available Currency
shall be selected by the relevant Lender. Such
conversion shall be effected at the relevant spot
rate at which such Ineligible Currency is offered on
such day for the selected Available Currency which
appears on TELERATE PAGE 3740 at approximately 11:00
a.m. (London time) (and if such spot rate is not
available on TELERATE PAGE 3740 as of such time, such
spot rate as

5 FIRST AMENDMENT
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quoted by NationsBank, in London at approximately
11:00 a.m. (London time)), or, if no such spot rate
shall exist, such other rate of exchange as the
relevant Lender shall reasonably determine.

(iv) A new sentence is added to the end of SECTION 3.5.2
as follows:

Each Quote Request must also state the Available Currency
requested for each applicable Bid Rate Borrowing.

(v) The first sentence of SECTION 3.5.3 is entirely
amended as follows:

SECTION 3.5.3. SUBMISSION OF QUOTES. Each Lender
may submit one or more Quotes, each containing an offer to
make a Bid Rate Loan in response to any Quote Request;
PROVIDED THAT, if the relevant Borrower's request under
SECTION 3.5.2 specified more than one Interest Period or more
than one Available Currency, such Lender may make a single
submission containing one or more Quotes for each such
Interest Period or each such Available Currency.

(vi) A new sentence is added to end of SECTION 3.5.6 as
follows:

Subject to SECTION 3.5.1(b), each Bid Rate Loan shall be
repaid in the Available Currency in which such Loan was made.

(vii) SECTION 4.2.4(c) is entirely amended as follows:

(c) BID RATE LOANS. Subject to SECTION
3.5.1(b), each Borrower shall pay interest on the
aggregate principal amount of any Bid Rate Loan
outstanding in the Available Currency in which such
Loan was made to the relevant Lender from time to
time prior to and at Maturity on such dates agreed
between such Borrower and such Lender pursuant to
SECTION 3.5 in connection with the making of such Bid
Rate Loan.

(D) Payment of Certain Fees. In respect of the Borrowers' request
that certain fees be paid to the Administrative Agent for the account of,
instead of directly to, the appropriate Lenders:

(i) The fifth and sixth words in SECTION 4.3.2 are
entirely amended as follows:

to the Administrative Agent for the account of

(ii) The first sentence of SECTION 4.3.3(a) is entirely
amended as follows:

Micro agrees to pay to the Administrative Agent for the
account of each Lender (including the relevant Issuer) a
Pro-Rata Letter of Credit participation fee equal to each
Lender's Percentage of the average daily Stated Amount of each
Pro-Rata Letter of Credit during the applicable period
multiplied by the Applicable Margin then in effect for any
LIBO Rate Loan.

6 FIRST AMENDMENT
9
(iii) The first sentence of SECTION 4.3.3(b) is entirely
amended as follows:

Micro agrees to pay to the Administrative Agent for the
account of the Issuer of each Pro-Rata Letter of Credit a
Pro-Rata Letter of Credit issuance fee of 0.125 of 1% PER
ANNUM of the average daily Stated Amount of such Pro-Rata
Letter of Credit during the applicable period, such fee to be
payable for the account of the relevant Issuer in quarterly
installments in arrears on each Quarterly Payment Date and on
the date that the Commitments terminate in their entirety.

(iv) SECTION 4.3.3(c) is entirely amended as follows:

The Administrative Agent shall pay to each Lender and each
Issuer fees paid for its account under CLAUSE (a) or (b) above
promptly after receipt by the Administrative Agent.

(v) The parenthetical phrase within the second
parenthetical phrase of SECTION 5.8.1(a) is entirely amended as
follows:

(which fees shall be paid by Micro or the relevant
Borrower to the Administrative Agent for the account
of the relevant payee)

(E) Acceding Borrowers and Additional Guarantors. With respect to
the Borrowers' request that an Acceding Borrower not automatically be required
to become an Additional Guarantor unless it is a Material Subsidiary:

(i) SECTIONS 6.3.1(a) and (b) are each amended to insert
the parenthetical "(if any)" after the words "the Guaranty".

(ii) SECTION 6.3.3 is entirely amended as follows:

SECTION 6.3.3. GUARANTIES, ETC. IF such Acceding
Borrower has not previously delivered an Additional Guaranty
and such Acceding Borrower is a Material Subsidiary, THEN the
Administrative Agent shall have received, with counterparts
for each Lender (a) an Additional Guaranty executed by such
Acceding Borrower, in effect as of the date such Acceding
Borrower becomes a Supplemental Borrower hereunder, duly
executed and delivered by an Authorized Person of such
Acceding Borrower, and (b) such instruments and documents
evidencing accession of such Acceding Borrower under the
Intra-Group Agreement as the Administrative Agent may
reasonably request, in each case effective with respect to
such Acceding Borrower as of the date such Acceding Borrower
becomes a Supplemental Borrower hereunder.

(F) Financial Information, Reports, Notices, etc. In respect of
the Borrowers' request to conform the reporting requirements to Micro's reports
to the Securities and Exchange Commission and to eliminate the requirement for
consolidating financials:

(i) The preamble to SECTION 8.1.1 is entirely amended as
follows:

7
FIRST AMENDMENT
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SECTION 8.1.1. FINANCIAL INFORMATION, REPORTS,
NOTICES, ETC. Micro will furnish, or will cause to be
furnished, to each Lender Party (1) promptly after filing,
copies of each FORM 10-K, FORM 10-Q, and FORM 8-K (or any
respective successor forms) filed with the Securities and
Exchange Commission (or any successor authority) or any
national securities exchange (including, in each case, any
exhibits thereto requested by any Lender Party), and (2) to
the extent not disclosed in such FORMS 10-K, FORMS 10-Q, and
FORMS 8-K (or respective successor forms) for the applicable
period, copies of the following financial statements, reports,
notices and information:

(ii) Following the 35th word "consolidated" in SECTION
8.1.1(b), the words "and consolidating" are entirely deleted.

(iii) SECTIONS 8.1.1(c), (d), (e), (f), and (g) are
entirely amended as follows:

(c) at the time of delivery of each
financial statement required by CLAUSE (a) or (b) (or
FORM 10-Q or FORM 10-K in LIEU thereof), a
certificate signed by an Authorized Person of Micro
stating that no Default has occurred and is
continuing (or if a Default has occurred and is
continuing, and without prejudice to any rights or
remedies of any Lender Party hereunder in connection
therewith, a statement of the nature thereof and the
action which Micro has taken or proposes to take with
respect thereto);

(d) at the time of delivery of each
financial statement required by CLAUSE (a) or (b) (or
FORM 10-Q or FORM 10-K in LIEU thereof), a Compliance
Certificate showing compliance with the financial
covenants set forth in SECTION 8.2;

(e) as soon as possible after (i) the
occurrence of any material adverse development with
respect to any litigation, action, proceeding, or
labor controversy disclosed in ITEM 7.8 (Litigation)
of the Disclosure Schedule, or (ii) the commencement
of any labor controversy, litigation, action, or
proceeding of the type described in SECTION 7.8,
notice thereof;

(f) promptly after the filing thereof,
copies of any registration statements (other than the
exhibits thereto and excluding any registration
statement on FORM S-8 and any other registration
statement relating exclusively to stock, bonus,
option, 401(k) and other similar plans for officers,
directors, and employees of Micro, Industries,
Entertainment, or any of their respective
Subsidiaries);

(g) immediately upon becoming aware of
the institution of any steps by any Obligor or any
other Person to terminate any Pension Plan other than
pursuant to SECTION 4041(b) of ERISA, or the failure
to make a required contribution to any Pension Plan
if such failure is sufficient to give rise to a Lien
under SECTION 302(t) of ERISA, or the taking of any
action with respect to a Pension Plan which could
result in the requirement that any Obligor furnish a
bond or other security to the PBGC or such Pension
Plan, or the occurrence of

8 FIRST AMENDMENT
11
any other event with respect to any Pension Plan
which, in any such case, results in, or would
reasonably be expected to result in, a Material
Adverse Effect, notice thereof and copies of all
documentation relating thereto;

(G) Other Credit Facilities. In respect of certain Borrowers
entering into other credit facilities concurrent with the execution and
delivery of this amendment:

(i) SECTION 1.1 is amended to add the following defined
terms in alphabetical order with the other defined terms in that
section:

"CANADIAN CREDIT AGREEMENT" means the Canadian Credit
Agreement dated as of October 28,1997, among Micro, Micro
Canada, the various financial institutions parties thereto as
lenders, Scotiabank and Royal Bank of Canada, respectively, as
the administrative agent and the syndication agent for those
lenders, and the co-agent named therein, as renewed, extended,
amended, or restated.

"EUROPEAN CREDIT AGREEMENT" means the European Credit
Agreement dated as of October 28,1997, among Micro,
Coordination Center, the various financial institutions
parties thereto as lenders, Scotiabank and NationsBank,
respectively, as the administrative agent and the
documentation agent for those lenders, and the arrangers named
therein, as renewed, extended, amended, or restated.

(ii) SECTION 8.2.1(a)(i) is entirely amended as follows:

(i) Any Indebtedness arising (A) in
respect of the Credit Extensions or (B) under or in
connection with the Canadian Credit Agreement or the
European Credit Agreement;

(iii) After the 23rd word "Indebtedness" in SECTION 9.1.5
there are added the words, "arising under the Canadian Credit
Agreement or the European Credit Agreement or any other Indebtedness".

(H) Judgment Liens. In respect of the Borrowers' request that the
dollar amount for judgment liens for purposes of SECTIONS 8.2.2(e) and 9.1.6 be
replaced with a more flexible concept and that 30 instead of ten days be
granted to stop enforcement proceedings, those two sections are entirely
amended as follows, respectively:

(e) judgment Liens of an amount not exceeding at
any time EITHER 7.25% of Consolidated Tangible Net Worth at
the end of the most recently ended Fiscal Period OR
$80,000,000, whichever is less in the aggregate, or with
respect to which execution has been stayed or the payment of
which is covered in full (subject to a customary deductible)
by insurance maintained with responsible insurance companies
and for which, within 30 days of such judgment, the insurance
carrier has acknowledged coverage in writing;

SECTION 9.1.6. JUDGMENTS. Any judgment or order
for the payment of money in excess of (individually or in the
aggregate) an amount equal at any time to EITHER 7.25% of
Consolidated Tangible Net Worth at the end of the most
recently ended Fiscal

9 FIRST AMENDMENT
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Period OR $80,000,000, whichever is less (or, in either case,
the equivalent thereof in any other currency), shall be
rendered against any Obligor or any of their respective
Subsidiaries and either:

(a) enforcement proceedings shall have
been commenced and be continuing by any creditor upon
such judgment or order for any period of 30
consecutive days; or

(b) there shall be any period during
which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise,
shall not be in effect.

(I) Mergers, Consolidations, Etc. In respect of the Borrowers'
request for simplification of SECTION 8.2.5, that section is entirely amended
as follows:

SECTION 8.2.5. MERGERS, CONSOLIDATIONS, SUBSTANTIAL
ASSET SALES, AND DISSOLUTIONS. No Borrower may merge or
consolidate with another Person, or sell, lease, transfer, or
otherwise dispose of assets constituting all or substantially
all of the assets of Micro and its Consolidated Subsidiaries
(taken as a whole) to another Person, or liquidate or
dissolve, EXCEPT for the following SO LONG AS, in each case,
no Event of Default exists or would exist after giving effect
to the following:

(a) A Supplemental Borrower may
liquidate or dissolve, or merge or consolidate with
another Person, or sell, lease, transfer, or
otherwise dispose of all or substantially all of its
assets to another Obligor, SO LONG AS, in each case
(i) an Obligor is the surviving entity of any such
liquidation, dissolution, merger, or consolidation or
the transferee of such assets, and (ii) Micro is the
surviving entity if involved in such a merger or
consolidation.

(b) Micro may merge or consolidate with
another Person if:

(i) EITHER Micro is the surviving
entity OR the surviving Person (A) is organized and
in good standing under the laws of a State of the
United States and (B) expressly assumes Micro's
Obligations in a written agreement satisfactory in
form and substance to the Required Lenders; and

(ii) unless Micro is the surviving
entity in a merger or consolidation that does not
constitute a Material Asset Acquisition, Micro
delivers to the Administrative Agent, before the
merger or consolidation becomes effective, a
certificate of Micro's chief executive officer, chief
financial officer, or Treasurer stating and
demonstrating in reasonable detail that (assuming
such proposed transaction had been consummated on the
first day of the most recently ended period of four
Fiscal Periods for which financial statements have
been or are required to have been delivered pursuant
to SECTION 8.1.1) Micro (or the other surviving
Person) would have been, on a PRO FORMA basis, in
compliance with each of the covenants set forth in
SECTION 8.2.3 as of the last day of such period.

10 FIRST AMENDMENT
13
(J) Limitation on Acquisitions. In respect of the Borrowers' and
the Agents' desires to redefine the limitations on acquisitions:

(i) The definition of the term "Material Asset
Acquisition" in SECTION 1.1 is entirely amended as follows:

"MATERIAL ASSET ACQUISITION" (a) means the purchase
or other acquisition (in one transaction or a series of
related transactions) from any Person of property or assets,
the aggregate purchase price of which (calculated in Dollars)
paid in cash or property (other than property consisting of
equity shares or interests or other equivalents of corporate
stock of, or partnership or other ownership interests in, any
Obligor), equals or exceeds 25% of the SUM (calculated without
giving effect to such purchase or acquisition) of (i)
Consolidated Funded Debt (determined as at the end of the then
most recently ended Fiscal Period), PLUS (ii) Consolidated
Stockholders' Equity (determined as at the end of the then
most recently ended Fiscal Period), PLUS (iii) any increase
thereof attributable to any equity offerings or issuances of
capital stock occurring subsequent to the end of such Fiscal
Period and before any such purchase or acquisition, but (b)
does not mean a purchase or acquisition of property or assets
of the character described in and permitted under SECTION
8.2.9(c).

(ii) The definition of the term "Relevant Issuer" in
SECTION 1.1 is entirely deleted.

(iii) SECTION 8.2.7 is entirely amended as follows:

SECTION 8.2.7 LIMITATIONS ON ACQUISITIONS.

(a) No Borrower may make any Material
Asset Acquisition UNLESS (i) no Event of Default
exists or would exist after giving effect to the
proposed Material Asset Acquisition, (ii) before the
consummation of the proposed Material Asset
Acquisition, such Borrower notifies the
Administrative Agent that it intends to make the
proposed Material Asset Acquisition and reasonably
believes that it will be able to provide the
certification under CLAUSE (iii) below, and (iii)
before consummation of the proposed Material Asset
Acquisition, Micro delivers to the Administrative
Agent a certificate duly executed and delivered by an
Authorized Person of Micro, certifying that (A)
immediately upon and following the consummation of
the proposed Material Asset Acquisition, Micro will
be in compliance with each of SECTIONS 8.2.1 and
8.2.2 and (B) on a pro forma basis (assuming the
proposed Material Asset Acquisition had been
consummated on the first day of the most recently
ended period of four Fiscal Periods for which
financial statements have been or are required to
have been delivered pursuant to SECTION 8.1.1) Micro
would have been in compliance with SECTION 8.2.3 as
of the last day of such period.

11 FIRST AMENDMENT
14
shares constitute Margin Stock if after giving effect
to such acquisition, Micro and its Affiliates shall
hold, in the aggregate, more than 5% of the total
outstanding stock of the issuer of such Margin Stock,
which notice shall include the name and jurisdiction
of organization of such relevant issuer, the market
on which such stock is traded, the total percentage
of such relevant issuer's stock currently held, and
the purpose for which the acquisition is being made.

(c) Notwithstanding any contrary
provision in this SECTION 8.2.7, the Borrowers shall
not (and shall not permit their respective
Subsidiaries to) (i) directly or indirectly use the
proceeds of any Pro-Rata Credit Extensions to make
any Acquisition UNLESS, if the board of directors of
the Person to be acquired has notified Micro or any
of its Subsidiaries that it opposes the offer by the
proposed purchaser to acquire that Person, THEN that
opposition has been withdrawn or (ii) make any
Acquisition UNLESS, if the proposed Acquisition is
structured as a merger or consolidation, THEN, it
will be consummated in compliance with SECTION 8.2.5.

(d) Execution and delivery of each
Continuation/Conversion Notice shall constitute
Micro's representation and warranty that it is not
then in violation of SECTION 8.2.7(c)(i). No
Borrower shall directly or indirectly use the
proceeds of any Non-Rata Credit Extension to make any
Acquisition if the board of directors of the Person
to be acquired has notified Micro or any of it
Subsidiaries that it opposes the offer by the
proposed purchaser to acquire that Person, and such
opposition has not been withdrawn, unless the
relevant Borrower notifies the relevant Lender of
such opposition when it requests such Non-Rata Credit
Extension.

(K) Sale of Assets. In order to clarify the relationship between
SECTIONS 8.2.5 and 8.2.9 and in respect of the Borrowers' request that SECTION
8.2.9(a)(ii) be less restrictive:

(i) The word "No" at the beginning of SECTION 8.2.9 is
entirely amended and replaced with the words, "EXCEPT as provided in
SECTION 8.2.5, no".

(ii) The first five words of SECTION 8.2.9(a)(ii) are
entirely amended and replaced with the words, "SO LONG AS no Event of
Default".

(L) Non-Performance of Certain Covenants. In respect of the
Borrowers' request for a cure period in respect of certain Liens that are not
Permitted Liens, SECTION 9.1.3 is entirely amended as follows:

SECTION 9.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS
AND OBLIGATIONS. Any Obligor shall default in the due
performance and observation of any of its obligations under
SECTION 8.2.2 (excluding the involuntary incurrence of Liens
involving individually or collectively amounts in controversy
or encumbered assets or both having a value of less than
$60,000,000 at any time, which involuntary incurrences are
subject to SECTION 9.1.4 below), SECTION 8.2.3, SECTION 8.2.4,
or SECTION 8.2.5 (excluding any default by Micro in the
performance of its obligation to deliver, prior to the
consummation of any Material

12 FIRST AMENDMENT
15
Asset Acquisition, the certificate required to be so delivered
in connection therewith pursuant to SECTION 8.2.7(a)(iii),
default of which is subject to SECTION 9.1.4 below).

(M) Release of Subsidiary Guarantors and Supplemental Borrowers.
In respect of the Borrowers' request for simplification and clarification of
SECTION 11.16, that section is entirely amended as follows:

SECTION 11.16. RELEASE OF SUBSIDIARY GUARANTORS AND
SUPPLEMENTAL BORROWERS.

(a) IF (i) the Agents receive a certificate from
the chief executive officer, the chief financial officer, or
Treasurer of Micro certifying as of the date of that
certificate that, after the consummation of the transaction or
series of transactions described in such certificate (which
certification shall also state that such transactions,
individually and in the aggregate, will be in compliance with
the terms and conditions of this Agreement, including, to the
extent applicable, the covenants contained in SECTIONS 8.2.5,
8.2.6 and 8.2.9, and that no Default existed, exists, or will
exist, as the case may be, immediately before, as a result of,
or after giving effect to such transaction or transactions and
the release or termination, as the case may be, described
below), the Guarantor or Supplemental Borrower, as the case
may be, identified in such certificate will no longer be a
Subsidiary of Micro, and (ii) in the case of a Supplemental
Borrower, the appropriate Lender Parties have received payment
in full of all principal of, interest on, reimbursement
obligations in respect of, and fees related to any Outstanding
Credit Extensions made by any of them in favor of such
Supplemental Borrower and any outstanding Non-Rata Letters of
Credit issued for the account of such Supplemental Borrower
have been, or arrangements are in place for them to be,
terminated, THEN such Guarantor's Guaranty shall automatically
terminate or such Supplemental Borrower shall automatically
cease to be a party to this Agreement.

(b) No such termination or cessation shall
release, reduce, or otherwise adversely affect the obligations
of any other Obligor under this Agreement, any other Guaranty,
or any other Loan Document, all of which obligations continue
to remain in full force and effect.

(c) Each Lender Party shall, at Micro's expense,
execute such documents as Micro may reasonably request to
evidence such termination or cessation, as the case may be.

(N) In respect of the potential introduction of a new currency
among members of the European Community:

(i) SECTION 1.1 is amended to add the following
new defined terms in alphabetical order with the other defined
terms in that section:

"EMU EVENT" means, in respect of member states of the
European Community, an event associated with economic and
monetary union in the European Community, including, without
limitation, each (and any combination) of (a) the introduction
of,

13 FIRST AMENDMENT
16
changeover to, or operation of the New Currency, (b) the
fixing of conversion rates between a member state's currency
and the New Currency or between the currencies of member
states, (c) the substitution of the New Currency for the
European Currency Units as the unit of account of the European
Community, (d) the introduction of the New Currency as lawful
currency in a member state (whether at the earliest date or
subsequently and whether in parallel with, or as a replacement
for, the currency which, before the introduction of the New
Currency, was lawful currency in that member state), (e) the
withdrawal from legal tender, by reason of the introduction of
the New Currency, of any currency that, before the
introduction of the New Currency, was lawful currency in one
of the member states, (f) the disappearance or replacement of
a relevant price source for the European Currency Units or the
national currency of any member state, (g) the failure of any
sponsor (or a successor sponsor) such as Reuters or Telerate
to publish a relevant rate, index, price, page, or screen,
and (h) any event in furtherance of any of the foregoing.

"NEW CURRENCY" means any single or unified European
lawful currency (whether known as the Euro or otherwise, and
whether for the whole European Community or for only several
member states).

(ii) A new SECTION 5.14 is added as follows:

SECTION 5.14 ECONOMIC AND MONETARY UNION. The
parties confirm that the occurrence or non-occurrence of an
EMU Event will not of itself (a) result in any full or partial
discharge (whether by frustration or otherwise), cancellation,
rescission, or termination of this Agreement, (b) entitle any
party unilaterally to fully or partially cancel, rescind,
terminate, or vary this Agreement, or (c) result in a Default
or Event of Default.

(O) Other Provisions. In respect of the Borrowers' request that
other amendments, clarifications, or corrections to the Credit Agreement be
made:

(i) In the definition of the term Eligible Assignee in
SECTION 1.1:

(a) The words "an Event of Default" are inserted
instead of the words "a Default" in CLAUSES (v) and (A)(z).

(b) The words "and Micro" are deleted from CLAUSE
(B)(y).

(ii) The period at the end of the definition of the term
Impermissible Qualification in SECTION 1.1 is replaced with a
semi-colon, and a proviso is added to the end of that definition as
follows:

PROVIDED, HOWEVER, that (i) qualifications relating to
pre-acquisition balance sheet accounts of Person(s) acquired
by Micro or any of its Subsidiaries and (ii) statements of
reliance in the auditor's opinion on another accounting firm
(SO LONG AS such other accounting firm has a national
reputation in the applicable country and such reliance does
not pertain to any Borrower) shall not be deemed an
Impermissible Qualification.

14 FIRST AMENDMENT
17
(iii) CLAUSE (c)(iv) in the definition of the term
Indebtedness in SECTION 1.1 is entirely amended as follows:

(iv) leases of real or personal property not required to
be capitalized under FASB STATEMENT 13;

(iv) The definition of the term "Replacement Notice" in
SECTION 1.1 is entirely deleted.

(v) In SECTION 3.3.1 (a) after the word "Loan" and before
the first parenthetical, the words "under this Agreement" are inserted
and (B) the last proviso is entirely amended as follows:

PROVIDED THAT the direct Obligations of Micro with respect to
each Pro-Rata Extension shall rank PARI PASSU with Micro's
direct and contingent Obligations with respect to each
Non-Rata Revolving Loan to each Borrower.

(vi) The last proviso in SECTION 3.4.1 is entirely amended
as follows:

(vii) In SECTION 5.3, the eighth word "upon" is entirely
amended and replaced with the words "within 30 days after".

(viii) The first 38 words in SECTION 5.10 are entirely
amended as follows:

Upon the occurrence and during the continuance of any
Event of Default,

(ix) SECTION 8.1.5 is amended to add the words "and upon
reasonable advance notice" immediately after the 46th word "intervals"
in that section.

(x) SECTION 9.1.9(d) is amended by adding the word
"Material" immediately before the 40th word "Subsidiary" in that
section.

(xi) The word "Majority" in SECTION 9.5 is entirely
amended with the word "Required".

(P) Amendments to Guaranties. In respect of the Borrowers'
request for clarification of certain provisions in existing Guaranties, the
Relevant Required Lenders authorize the Administrative Agent to enter into
amendments to those Guaranties in substantially the forms of the attached
EXHIBITS G-3, H-1, I-4, I-5, and I-6.

(Q) Exhibits. The Credit Agreement is amended by adding to it
EXHIBITS F-1, G-3, H-1, I-4, I-5, I-6, and M-1. EXHIBIT J is entirely amended
in the form of, and all references in the Credit Agreement to EXHIBIT J are
changed to, the attached AMENDED EXHIBIT J.

15 FIRST AMENDMENT
18
3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision,
PARAGRAPH 2 above is not effective unless and until (A) all principal,
interest, fees, costs and expenses due under the Credit Agreement (as amended
by this amendment), all fees payable to either Agent in connection with this
amendment as agreed to between such Agent and Micro, and all outstanding fees
and expenses of counsel to the Agents are, in each case, paid in full to the
extent due and payable (and, unless an amount is otherwise provided by the Loan
Documents and without waiving the right for subsequent reimbursement in
accordance with the Loan Documents, to the extent that a reasonably detailed
invoice is presented to Micro by October 23, 1997) after giving effect to this
amendment, (B) as of the date of this amendment, the representations and
warranties in this amendment are true and correct, no Default exists, and since
December 31, 1996, no material adverse change in the business, results of
operations, or financial condition of Micro and its Consolidated Subsidiaries
(taken as a whole) has occurred, and (C) the Administrative Agent receives the
following, in each case (other than where a specified form is otherwise
provided by this amendment) in form and substance satisfactory to the
Administrative Agent (who may rely upon the advice of its special counsel in
making that determination):

(i) This Amendment. Either (A) counterparts of this
amendment duly executed and delivered by the Borrowers and by the
Required Lenders or (B) facsimile, telegraphic, or other written
confirmation of the execution of counterparts of this amendment.

(ii) Officers' Certificates. From each Obligor a
certificate, dated the date of this amendment and with counterparts
for each Lender (upon which each Lender may conclusively rely until
the Administrative Agent receives a further certificate of the
Secretary of the relevant Obligor canceling or amending the earlier
certificate), duly executed and delivered by the Secretary, Assistant
Secretary, or other authorized representative of such Obligor as to
(a) due authorization of the execution, delivery, and performance of
this amendment and all documents to be executed and delivered under
this amendment by such Obligor, and (b) the incumbency and signatures
of those of its officers authorized to act with respect to this
amendment and those documents to be executed by it.

(iii) Amendment Effective Date Certificate. A certificate,
dated the date of this amendment and with counterparts for each
Lender, duly completed and executed by the chief executive officer, an
Authorized Person, or the Treasurer of Micro, and substantially in the
form of the attached EXHIBIT F-1 (and all documents and agreements
required to be appended to that certificate must be in form and
substance satisfactory to the Administrative Agent).

(iv) Opinion of Counsel. An opinion of counsel, dated the
date of this amendment and addressed to the Agents and all of the
Lenders, from James E. Anderson, General Counsel of Micro, covering
the matters set forth in EXHIBIT M-1.

4. REPRESENTATIONS. To induce the Relevant Required Lenders to enter
into this amendment and the Administrative Agent to enter into the amendments
to the Guaranties described above, Borrowers (for themselves and each other
Obligor) jointly and severally represent and warrant to the Agents, the
Co-Agents, and the Lenders as follows:

(A) Credit Agreement. Each of the representations and warranties
of each Obligor set forth in ARTICLE VII of the Credit Agreement (excluding
those contained in SECTION 7.8) is true and correct as though made on and as of
the date of this amendment (unless stated to relate solely to an earlier date,
in

16 FIRST AMENDMENT
19
which case, such representations and warranties shall be true and correct as of
such earlier date) with each reference in those representations to "this
Agreement," the "Loan Documents," "hereof," "hereunder," "thereof,"
"thereunder," and words of like import being, for purposes of this clause,
references to the Credit Agreement and the Loan Documents, in each case as
amended by this amendment.

(B) Enforceability. Upon execution and delivery by the Borrowers
and the Required Lenders, this amendment will constitute valid and binding
obligations of each Obligor, enforceable against it in accordance with this
amendment's terms except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, or other similar laws relating to or
limiting creditors' rights generally or by general principles of equity.

(C) Obligors. As of the date of this amendment, the only Obligors
under the Credit Agreement and Loan Documents are Micro, Coordination Center,
Micro Singapore, and Micro Canada.

5. RATIFICATIONS. To induce the Relevant Required Lenders to enter into
this amendment and the Administrative Agent to enter into the amendments to the
Guaranties described above, each Borrower (A) ratifies and confirms all
provisions of the Credit Agreement and other Loan Documents to which it is a
party, as amended by this amendment, and (B) ratifies and confirms that all
guaranties granted in favor of any of the Agents or the Lenders under the Loan
Documents (as they may have been renewed, extended, amended, or supplemented)
are not released, reduced, or otherwise adversely affected by this amendment,
those amendments to Guaranties, or any other Loan Document, and continue to
guarantee full payment and performance of the present and future Obligations.

6. ADDITIONAL GUARANTIES. The Borrowers and the Relevant Required
Lenders agree that Micro shall cause Ingram Micro Holdings Limited and Ingram
Micro (UK) Limited to both comply with the provisions of SECTION 8.1.10 by no
later than November 30, 1997.

7. MISCELLANEOUS.

(A) Credit Agreement and Loan Documents. Upon the effectiveness
of PARAGRAPH 2 above, all references in the Loan Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this amendment. This
amendment is a "Loan Document" referred to in the Credit Agreement, and the
provisions relating to Loan Documents in the Credit Agreement are incorporated
in this amendment by reference. Except as specifically amended and modified in
this amendment, the Credit Agreement is unchanged and continues in full force
and effect, and this amendment is not otherwise a waiver or any right, power,
or remedy of any Agent, Co-Agent, or Lender under, or waiver of any provision
of, any Loan Document. No change, waiver, or discharge of any provision of
this amendment is valid unless in writing that is signed by the party against
whom it is sought to be enforced.

(B) Governing Law. This amendment shall be deemed to be a
contract made under and governed by the laws of the State of New York, United
States of America.

(C) Counterparts. This amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
amendment. All counterparts shall be construed together to constitute one and
the same amendment.

REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS FOLLOWED BY A

17 FIRST AMENDMENT
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SIGNATURE PAGE FOR MICRO AND THE SUPPLEMENTAL BORROWERS,
FOLLOWED BY SEPARATE SIGNATURE PAGES FOR THE RELEVANT REQUIRED LENDERS.

18
FIRST AMENDMENT
21