INGRAM MICRO INC, S-1/A, 1996-09-11

INGRAM MICRO INC
S-1/A, 1996-09-11
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1996

REGISTRATION NO. 333-08453
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

INGRAM MICRO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 5045 62-1644402
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

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

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

------------------------

JAMES E. ANDERSON, JR., ESQ.
SENIOR VICE PRESIDENT 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)

------------------------

COPIES TO:

<TABLE>
<S> <C>
WINTHROP B. CONRAD, JR., ESQ. LARRY W. SONSINI, ESQ.
DAVIS POLK & WARDWELL WILSON SONSINI GOODRICH & ROSATI
450 LEXINGTON AVENUE 650 PAGE MILL ROAD
NEW YORK, NEW YORK 10017 PALO ALTO, CALIFORNIA 94304
(212) 450-4000 (415) 493-9300
</TABLE>

------------------------

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

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. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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. / /

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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: (i) one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and (ii) the other to be used in connection with a concurrent
offering outside of the United States and Canada (the "International
Prospectus"). The U.S. Prospectus and the International Prospectus are identical
in all respects except for the front cover page of the International Prospectus,
which is included herein after the final page of the U.S. Prospectus and is
labeled "Alternate Page for International Prospectus." Final forms of each of
the Prospectuses will be filed with the Securities and Exchange Commission under
Rule 424(b).

i
<PAGE> 3

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.

PROSPECTUS (Subject to Completion)

Issued September 9, 1996

20,000,000 Shares

LOGO
CLASS A COMMON STOCK
---------------------------

OF THE 20,000,000 SHARES OF CLASS A COMMON STOCK (THE "COMMON STOCK") OFFERED
HEREBY, 16,000,000 SHARES ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND
CANADA BY THE U.S. UNDERWRITERS, AND 4,000,000 SHARES ARE BEING OFFERED
INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS. SEE "UNDERWRITERS." UP TO 2,300,000 OF THE SHARES OF COMMON
STOCK OFFERED HEREBY ARE BEING RESERVED FOR SALE TO CERTAIN INDIVIDUALS
AND INGRAM INDUSTRIES INC. SEE "EMPLOYEE AND PRIORITY OFFERS." ALL SUCH
SHARES ARE BEING OFFERED ON THE SAME TERMS AND CONDITIONS AS THE SHARES
BEING OFFERED TO THE PUBLIC GENERALLY, AND ANY PURCHASERS OF SUCH
SHARES WHO ARE AFFILIATES OF THE COMPANY WILL REPRESENT THAT ANY
PURCHASES ARE BEING MADE FOR INVESTMENT PURPOSES ONLY. ALL OF THE
SHARES OF COMMON STOCK OFFERED HEREBY ARE BEING ISSUED AND SOLD BY
THE COMPANY. PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC
MARKET FOR THE COMMON STOCK OF THE COMPANY. IT IS CURRENTLY
ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN
$14 AND $16 PER SHARE. SEE "UNDERWRITERS" FOR A DISCUSSION OF THE
FACTORS TO BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC
OFFERING PRICE. THE COMPANY HAS TWO CLASSES OF AUTHORIZED
COMMON STOCK, THE COMMON STOCK OFFERED HEREBY AND THE CLASS B
COMMON STOCK (THE "CLASS B COMMON STOCK," AND COLLECTIVELY
WITH THE COMMON STOCK, THE "COMMON EQUITY"). THE RIGHTS OF
HOLDERS OF COMMON STOCK AND CLASS B COMMON STOCK ARE
IDENTICAL EXCEPT FOR VOTING AND CONVERSION RIGHTS AND
RESTRICTIONS ON TRANSFERABILITY. HOLDERS OF THE COMMON
STOCK ARE ENTITLED TO ONE VOTE PER SHARE, AND HOLDERS OF
THE CLASS B COMMON STOCK ARE ENTITLED TO TEN VOTES
PER SHARE ON MOST MATTERS SUBJECT TO STOCKHOLDER
VOTE. UPON THE CLOSING OF THIS OFFERING, THE INGRAM
FAMILY STOCKHOLDERS (AS DEFINED HEREIN) WILL HAVE
APPROXIMATELY 80.7% OF THE COMBINED VOTING POWER
OF THE COMMON EQUITY (80.5% IF THE U.S.
UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT
OPTION IN FULL). THE COMMON STOCK HAS BEEN
APPROVED FOR LISTING, SUBJECT TO OFFICIAL
NOTICE OF ISSUANCE, ON THE NEW YORK STOCK
EXCHANGE UNDER THE SYMBOL "IM."

---------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THIS OFFERING.
---------------------------

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.
---------------------------

PRICE $ A SHARE
---------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
---------------------------------------------------------------
<S> <C> <C> <C>
Per Share.............................. $ $ $
Total(3)............................... $ $ $
</TABLE>

- ------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company estimated at $1,400,000.

(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
3,000,000 additional Shares at the price to public less underwriting
discounts and commissions, for the purpose of covering over-allotments,
if any. If the U.S. Underwriters exercise such option in full, the total
price to public, underwriting discounts and commissions, and proceeds to
Company will be $ , $ and $ , respectively. See
"Underwriters."
---------------------------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Wilson Sonsini Goodrich & Rosati, counsel for the Underwriters. It is
expected that delivery of the Shares will be made on or about , 1996
at the office of Morgan Stanley & Co. Incorporated, New York, New York, against
payment therefor in immediately available funds.
---------------------------

MORGAN STANLEY & CO.
Incorporated
THE ROBINSON-HUMPHREY COMPANY, INC.

ALEX. BROWN & SONS
INCORPORATED
HAMBRECHT & QUIST

J.C. BRADFORD & CO.
, 1996
<PAGE> 4

INGRAM

MICRO LEADING THE WAY IN WORLDWIDE DISTRIBUTION(TM)
LOGO

SUPPLYING OVER 36,000 PRODUCTS
FROM 1,100 VENDORS WORLDWIDE

[LOGOS OF VARIOUS VENDORS]

PCS, PERIPHERALS, WORKSTATIONS

[LOGOS OF VARIOUS VENDORS]

SOFTWARE

[LOGOS OF VARIOUS VENDORS]

NETWORKING

WORLDWIDE PRESENCE

CUSTOMERS IN 120 COUNTRIES

[FACILITIES MAP]

SUPERIOR EXECUTION AND
VALUE-ADDED SERVICES

<TABLE>
<S> <C> <C>
LOGISTICS BANKING
- Warehousing - Credit
- Order Fulfillment - Financing Programs
- Product Tracking COST-EFFICIENT
- Bullet-Proof Shipping SALES & SERVICES
- Configuration - Telesales
- Labeling - Field Sales
- Returns - Customer Service
- Forecasting - Marketing
</TABLE>

PRODUCT KNOWLEDGE

<TABLE>
<S> <C> <C>
- Cross-Platform - Customer Information
Technical Support Systems
- Technical Training
</TABLE>

<PAGE> 5

OVER 100,000 RESELLER
CUSTOMERS IN 3 MARKET SECTORS

Commercial
- Corporate Resellers
- Dealer Affiliates
- Direct Marketers

VAR
- Systems Integrators
- Application VARs
- OEMs
- Government/Education Resellers

Consumer
- Computer Superstores
- Office Product Superstores
- Mass Merchants
- Consumer Electronics Stores
- Warehouse Clubs

IMPULSE

WORLD CLASS
INFORMATION SYSTEMS

COMPETITIVE ADVANTAGE

THROUGH REAL-TIME

WORLDWIDE INFORMATION
ACCESS AND PROCESSING

- - 12 million on-line transactions per day
- - 26,000 orders per day
- - 37,000 shipments per day

[GLOBE]
<PAGE> 6

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 OR BY ANY UNDERWRITER. 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.
------------------------

UNTIL , 1996 (25 DAYS AFTER COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
------------------------

For investors outside the United States: No action has been or will be
taken in any jurisdiction by the Company or by any Underwriter that would permit
a public offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is required, other
than in the United States. Persons into whose possession this Prospectus comes
are required by the Company and the Underwriters to inform themselves about and
to observe any restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 5
The Company............................ 14
Use of Proceeds........................ 16
Dividend Policy........................ 16
Capitalization......................... 17
Dilution............................... 18
Selected Consolidated Financial Data... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 20
Business............................... 29
Management............................. 47

<CAPTION>
PAGE
----
<S> <C>
Employee and Priority Offers........... 56
Certain Transactions................... 57
The Split-Off.......................... 58
Principal Stockholders................. 63
Description of Capital Stock........... 64
Shares Eligible for Future Sale........ 68
Certain U.S. Federal Income Tax
Considerations....................... 70
Underwriters........................... 72
Legal Matters.......................... 75
Experts................................ 75
Additional Information................. 76
Index to Consolidated Financial
Statements........................... F-1
</TABLE>

------------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
------------------------

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.
------------------------

Unless the context otherwise requires, the "Company" or "Ingram Micro"
refers to Ingram Micro Inc., a Delaware corporation, and its consolidated
subsidiaries. In addition, unless otherwise indicated, all information in this
Prospectus assumes (i) the occurrence of the Split-Off (as defined herein)
immediately prior to the closing of this offering and (ii) no exercise of the
U.S. Underwriters' over-allotment option. See "Underwriters." 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 "1991," "1992," "1993," "1994," and "1995" represent the fiscal
years ended December 28, 1991 (52 weeks), January 2, 1993 (53 weeks), January 1,
1994 (52 weeks), December 31, 1994 (52 weeks), and December 30, 1995 (52 weeks),
respectively. The Company's next 53-week fiscal year will be fiscal year 1997.

2
<PAGE> 7

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and the notes thereto
appearing elsewhere in this Prospectus.

THE COMPANY

Ingram Micro is the leading wholesale distributor of microcomputer products
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 eight strategic locations in the continental United States and 21
international warehouses 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 second
largest full-line distributor in Europe. In 1995, 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 36,000 products from over 1,100 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, 3Com, 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,
Ameridata, CDW Computer Centers, CompuCom, CompUSA, Computer City, Electronic
Data Systems, En Pointe Technologies, Entex Information Services, Micro
Warehouse, Sam's Club, Staples, and Vanstar. The Company's international
reseller customers 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 five years, with net sales and
net income increasing to $8.6 billion and $84.3 million, respectively, in 1995
from $2.0 billion and $30.2 million, respectively, in 1991, representing
compound annual growth rates of 43.8% and 29.3%, 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
Reseller Company ("Ingram Alliance"), the Company's master reseller business
launched in late 1994, as well as the successful integration of ten 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 is highly leveraged and has relied heavily on debt financing for its
increasing working capital needs in connection with the expansion of its
business.

The Company is currently a subsidiary of Ingram Industries Inc. ("Ingram
Industries"). Immediately prior to the closing of this offering, Ingram
Industries will consummate the Split-Off (as defined herein), and all
information in this Prospectus assumes the occurrence of the Split-Off at such
time. See "The Company" and "The Split-Off." The consummation of the Split-Off
is a non-waiveable condition to the closing of this offering.

3
<PAGE> 8

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered(1):
U.S. Offering.............................. 16,000,000 Shares
International Offering..................... 4,000,000 Shares
Total................................... 20,000,000 Shares
Common Equity to be outstanding after this
offering(1)(2):
Common Stock............................... 20,000,000 Shares
Class B Common Stock(3).................... 109,868,752 Shares
Total................................... 129,868,752 Shares
Voting rights:
Common Stock............................... One vote per share
Class B Common Stock....................... Ten votes per share
Use of proceeds.............................. To repay certain outstanding indebtedness.
See "Use of Proceeds."
NYSE Symbol.................................. IM
</TABLE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
TWENTY-SIX WEEKS
ENDED
FISCAL YEAR --------------------
---------------------------------------------------- JULY 1, JUNE 29,
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.................... $2,016.6 $2,731.3 $4,044.2 $5,830.2 $8,616.9 $3,739.1 $5,543.2
Gross profit................. 185.4 227.6 329.6 439.0 605.7 271.3 377.0
Income from operations....... 67.6 68.9 103.0 140.3 186.9 78.7 114.4 (4)
Net income(5)................ 30.2 31.0 50.4 63.3 84.3 35.5 50.6 (4)
Earnings per share........... 0.25 0.26 0.42 0.53 0.70 0.29 0.42 (4)
Weighted average common
shares outstanding(6)...... 120.6 120.6 120.6 120.6 120.6 120.6 120.6
</TABLE>

<TABLE>
<CAPTION>
JUNE 29, 1996
-------------------------------------------
AS AS FURTHER
ACTUAL ADJUSTED(7) ADJUSTED(7)(8)
-------- ----------- --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......................................... $ 946.2 $ 786.2 $ 776.4
Total assets............................................ 2,641.4 2,481.4 2,481.4
Total debt(9)........................................... 768.8 591.6 309.5
Stockholders' equity.................................... 338.8 338.4 610.7
</TABLE>

- ---------------
(1) Assumes no exercise of the U.S. Underwriters' over-allotment option.

(2) See "Principal Stockholders." Excludes approximately 20,200,000 shares of
Common Equity issuable in connection with outstanding stock options. See
"Management -- 1996 Plan -- Options" and "-- Rollover Plan; Incentive Stock
Units."

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

(4) Reflects a non-cash compensation charge of $7.8 million ($4.8 million, or
$0.04 per share, net of tax) in connection with the granting of the Rollover
Stock Options (as defined herein). See "The Split-Off -- The Exchange" and
Note 11 of Notes to Consolidated Financial Statements.

(5) The 1992 results reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("FAS 109").

(6) See Note 2 of Notes to Consolidated Financial Statements.

(7) As adjusted to reflect (i) the assumption by the Company of the accounts
receivable securitization program of Ingram Industries in partial
satisfaction of amounts due to Ingram Industries (resulting in a $160.0
million decrease in each of working capital and total debt); (ii) the
issuance of 2,510,400 redeemable shares of Class B Common Stock in the
Employee Offering (as defined herein) (resulting in a $17.2 million increase
in redeemable Class B Common Stock); (iii) the repayment of $17.2 million of
certain indebtedness with the net proceeds from the Employee Offering; and
(iv) $400,000 of expenses in connection with the Employee Offering
(resulting in a decrease in stockholders' equity), as if such transactions
had occurred on June 29, 1996. Does not reflect approximately $40.0 million
of indebtedness, including capital lease obligations, which may be incurred
by the Company in connection with the acquisition of or restructuring of
lease agreements related to certain facilities currently utilized by the
Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources" and "Certain
Transactions."

(8) As further adjusted to give effect to the issuance of the Common Stock
offered by the Company in this offering, the repayment of certain
indebtedness with the estimated net proceeds therefrom, and the estimated
additional $9.8 million non-cash compensation charge related to certain
Rollover Stock Options (as defined herein). See "Use of Proceeds,"
"Capitalization," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."

(9) Includes long-term debt, current maturities of long-term debt, and amounts
due to Ingram Industries.

4
<PAGE> 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. 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" and
"Business -- Competition."

The Company entered the "aggregator" or "master reseller" business by
launching Ingram Alliance in late 1994. See "Business -- Ingram Alliance." 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 video 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. See "Business -- The Industry" and "--
Competition."

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 8.1% for 1993 to 6.8% for the twenty-six weeks ended June 29,
1996. 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 through Ingram Alliance, which
has lower gross margins than the Company's traditional wholesale distribution
business. See "-- Risks Associated with Ingram Alliance" and "Business -- Ingram
Alliance." 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. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

5
<PAGE> 10

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. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Data; Seasonality." 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 Common Stock would be materially adversely
affected.

Capital Intensive Nature of Business; High Degree of Leverage. 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 is highly leveraged and has relied heavily on debt financing for its
increasing working capital needs in connection with the expansion of its
business. At December 30, 1995 and June 29, 1996, the Company's total debt was
$850.5 million and $768.8 million, respectively, and represented 73.6% and
70.2%, respectively, of the Company's total capitalization. Pro forma for this
offering and the application of the estimated net proceeds therefrom, as of June
29, 1996, the Company's total debt would have been $309.5 million and would have
represented 33.4% of the Company's total capitalization ($267.0 million and
28.8% assuming the U.S. Underwriters' over-allotment option is exercised in
full). See "Use of Proceeds," "Capitalization," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." An additional $40.0
million of indebtedness, including capital lease obligations, may be incurred by
the Company in connection with the acquisition of or restructuring of lease
agreements related to certain facilities currently utilized by the Company. See
"Certain Transactions." 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. While a portion of the
Company's historical financing needs has been satisfied through internally
generated funds and trade creditors, a substantial amount has come from
intercompany borrowings under debt facilities and an accounts receivable
securitization facility maintained by Ingram Industries. 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 commitment from NationsBank of Texas N.A. and The Bank of
Nova Scotia providing for a $1 billion credit facility (the "Credit Facility"),
and the Company expects to enter into a formal agreement prior to the closing of
this offering. The Credit Facility is expected to be effective as of the closing
of this offering, and will contain standard provisions for agreements of its
type. Concurrently with the Split-Off, the Company will repay intercompany
indebtedness with borrowings under the Credit Facility in partial satisfaction
of amounts due to Ingram Industries. Certain of the net proceeds from this
offering will be used to repay outstanding revolving indebtedness related to
amounts drawn by certain of the Company's subsidiaries, as participants in
Ingram Industries' existing unsecured credit facility, which will terminate
concurrently with the closing of this offering. The remainder of the net
proceeds from this offering will be used

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<PAGE> 11

to repay a portion of the borrowings under the Credit Facility. See "Use of
Proceeds." The Company's ability in the future to satisfy its debt obligations
will be dependent upon its future performance, which is subject to prevailing
economic conditions and financial, business, and other factors, including
factors beyond the Company's control. See "-- Fluctuations in Quarterly
Results," "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Certain
Transactions," and "The Split-Off -- The Reorganization."

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
could impose on the Company's systems, procedures, and structure. 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" and "Business -- 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 350 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

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<PAGE> 12

diversion of resources from other operations. The inability of the Company to
convert the information systems of any acquired businesses to the Company's
information systems and 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. 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. See "Business -- Information
Systems."

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 1994, 1995, and the first half of 1996, 29.3%,
30.7%, and 31.1%, 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. See "Business -- Geographic Tactics." 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. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

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.

Dependence on Key Individuals. The Company is dependent in large part on
its ability to retain the services of its executive officers, especially Messrs.
Jerre L. Stead (Chief Executive Officer and Chairman of the Board of Directors),
Jeffrey R. Rodek (President and Chief Operating Officer), and David R. Dukes
(Vice Chairman of Ingram Micro and Chief Executive Officer of Ingram Alliance).
The loss of any of the Company's executive officers could have a material
adverse effect on the Company. The Company does not have employment agreements
with most of its executive officers, although it does have agreements, primarily
relating to severance arrangements, with certain of the Named Executive Officers
(as defined herein). See "Management -- Employment Agreements." Several of the
Company's executive officers currently perform functions for both the Company
and Ingram Industries, including James E. Anderson, Jr., the Company's Senior
Vice President, Secretary, and General Counsel, and Michael J. Grainger, the
Company's Chief Financial Officer. Concurrently with the Split-Off, Mr. Anderson
will resign from Ingram Industries. Mr. Grainger is devoting substantially all
of his time to the Company's affairs while he remains the Company's Chief
Financial Officer. Mr. Grainger eventually intends to return to a full time
position with Ingram

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<PAGE> 13

Industries. See "Management -- Executive Officers and Directors." The Company's
continued success is also dependent upon its ability to retain and attract other
qualified employees to meet the Company's needs. See "Business -- Employees."

Effective August 27, 1996, the Company appointed Jerre L. Stead as its
Chief Executive Officer and Chairman of the Board. Linwood A. (Chip) Lacy, Jr.,
the Company's Chief Executive Officer since 1985, resigned effective May 31,
1996. Although the Company believes that one of its distinguishing
characteristics is the strength of its senior and middle management personnel,
there can be no assurance that the Company will not experience a material
adverse effect on its business, financial condition, or results of operations as
a result of the resignation of Mr. Lacy. See "Management -- Employment
Agreements."

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 1,100 suppliers, approximately 36.5%, 41.4%, 53.2%, and 55.4% of the
Company's net sales in 1993, 1994, 1995, and the first half of 1996,
respectively, were derived from products provided by its ten largest suppliers.
In 1995, 23.4% of the Company's net sales were derived from sales of products
from Microsoft (12.7%) and Compaq Computer (10.7%). In the first half of 1996,
24.5% of the Company's net sales were derived from sales of products from Compaq
Computer (13.9%) and Hewlett-Packard (10.6%). 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. See
"Business -- Products and Suppliers."

Risks Associated with Ingram Alliance. Ingram Micro entered the master
reseller (also known as "aggregation") business in late 1994 through the launch
of Ingram Alliance. Ingram Alliance 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

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<PAGE> 14

product returns percentage, and supplier-paid financing. The master reseller
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. There can be no assurance that the Company will be able to compete
successfully in the master reseller business. A failure by Ingram Alliance to
compete successfully could have a material adverse effect on the Company's
business, financial condition, or results of operations.

A substantial portion of Ingram Alliance's net sales (approximately 89.9%
during 1995 and 92.5% during the twenty-six weeks ended June 29, 1996) is
derived from the sale of products supplied by Compaq Computer, IBM, Toshiba,
NEC, and Apple Computer. As a result, Ingram Alliance's business is dependent
upon price and related terms and availability of products provided by these key
suppliers. Although the Company considers Ingram Alliance's 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 Ingram Alliance's agreements with key
suppliers would have a material adverse effect on the Company's business,
financial condition, or results of operations.

Although the Company's wholesale distribution division sells
Hewlett-Packard products, Ingram Alliance does not currently have authorization
to sell Hewlett-Packard products in the master reseller market. Because of
Hewlett-Packard's position as a major supplier of microcomputer hardware
products, the Company believes that sales of Hewlett-Packard products likely
account for a substantial portion of sales at Ingram Alliance's major
competitors in the master reseller business. The inability to offer
Hewlett-Packard products places Ingram Alliance at a competitive disadvantage to
its competitors because it is unable to provide a full range of products to its
customers. The continued inability of Ingram Alliance to receive authorization
to sell Hewlett-Packard products could have a material adverse effect on Ingram
Alliance's business, financial condition, or results of operations. See
"Business -- Ingram Alliance."

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 does not currently have any commitments or agreements with
respect to any material acquisitions. The Company is currently in negotiations
regarding potential acquisitions or joint ventures, none of which, if
consummated, would be material to the Company's business. 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 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. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

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

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<PAGE> 15

by technological changes affecting the usefulness or desirability of the
products comprising the inventory. 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 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. However, significant
declines in inventory value in excess of established inventory reserves could
materially adversely affect the Company's business, financial condition, or
results of operations.

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. See "Business -- Products and
Suppliers."

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. See "Business -- Operations -- Shipping."

Rapid Technological Change; Alternate Means of Software Distribution. The
microcomputer products industry is subject to rapid technological change, new
and enhanced product specification requirements, and evolving industry
standards. 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

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<PAGE> 16

introduced. 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 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 more risks on the Company.

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 Ingram Alliance, 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. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview" and
"Business -- Products and Suppliers."

Relationship with Ingram Industries, Ingram Entertainment, and the Ingram
Family Stockholders. The Company has historically depended on Ingram Industries
and other subsidiaries of Ingram Industries for financing, cash management, tax
and payroll administration, property/casualty insurance, employee benefits
administration, and certain other administrative services. In conjunction with
the Split-Off, the Company, Ingram Industries, and Ingram Entertainment Inc.
("Ingram Entertainment"), a wholly-owned subsidiary of Ingram Industries, will
enter into agreements for the continued provision after the Split-Off of certain
services formerly shared among such entities (collectively, the "Transitional
Service Agreements"), as well as a tax sharing agreement. See "The
Split-Off -- The Reorganization." The Company believes that the terms of the
Transitional Service Agreements are on a basis at least as favorable to the
Company as those that would have been obtained from third parties on an arm's
length basis and that they will be adequate to allow the Company to continue its
business as previously conducted on an independent basis. The Company's
historical financial statements reflect an allocation of expenses in connection
with the services covered by the Transitional Service Agreements. Although the
Company expects the costs and fees it will pay in connection with the
Transitional Service Agreements to be higher than its historical allocated
costs, it does not believe the increase in costs will be material to its results
of operations. In addition, the Transitional Service Agreements generally
terminate on December 31, 1996, although payroll services under the Transitional
Service Agreements will be provided through December 31, 1997. After such
termination, the Company will be required to provide such services internally or
find a third-party provider of such services. There can be no assurance that the
Company will be able to secure the provision of such services on acceptable
terms. Either the additional costs and fees associated with the Transitional
Service Agreements or the failure to obtain acceptable provision of services
upon termination of the Transitional Service Agreements could have a material
adverse effect on the Company's business, financial condition, or results of
operations. After the Split-Off, each of the Company, Ingram Industries, and
Ingram Entertainment will be controlled by the Ingram Family Stockholders (as
defined herein). See "-- Control by Ingram Family Stockholders; Certain
Anti-takeover Provisions."

Furthermore, the Company has incurred, and anticipates incurring in the
future, higher payroll costs associated with the hiring of certain additional
personnel and the addition of certain officers, previously paid by Ingram
Industries, to the Company's payroll. There can be no assurance that the
Company's results of operations will not be materially adversely affected by
such additional costs. See "-- Capital Intensive Nature of Business; High Degree
of Leverage," "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Certain
Transactions," and "The Split-Off -- The Reorganization."

In connection with the Split-Off, the Company made a $20.0 million
distribution to Ingram Industries in the second quarter of 1996. Additionally,
the Company may declare a dividend, which would be paid to Ingram Industries and
the other holders of Class B Common Stock prior to the Split-Off, in an amount
yet to be determined. The Company does not expect the dividend, if paid, to be
material in relation to the Company's stockholders' equity or cash available for
operations.

Control by Ingram Family Stockholders; Certain Anti-takeover
Provisions. Immediately after the Exchange and the closing of this offering,
69.6% of the outstanding Common Equity (and 80.7% of the outstanding voting
power) will be held by the Ingram Family Stockholders (68.0% and 80.5%,
respectively, if the U.S. Underwriters' over-allotment option is exercised in
full). Martha R. Ingram, her children, certain

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trusts created for their benefit, and two charitable trusts and a foundation
created by the Ingram family (collectively, the "Ingram Family Stockholders")
are expected to enter into a Board Representation Agreement (as defined herein)
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. See "The
Split-Off -- The Exchange," "Principal Stockholders," and "Description of
Capital Stock." 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
Common Stock might receive a premium for their shares over the prevailing market
price of the 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.
See "Description of Capital Stock -- Section 203 of the DGCL." 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 Equity
with respect to the payment of dividends and upon liquidation, dissolution or
winding-up or which could otherwise adversely affect holders of the Common
Equity or discourage or make difficult any attempt to obtain control of the
Company. See "Description of Capital Stock -- Preferred Stock."

Shares Eligible for Future Sale. Upon completion of this offering, the
Company will have outstanding 20,000,000 shares of Common Stock (23,000,000
shares if the U.S. Underwriters' over-allotment option is exercised in full) and
109,868,752 shares of Class B Common Stock, and an additional approximately
15,400,000 shares of Common Stock and approximately 4,800,000 shares of Class B
Common Stock will be reserved for issuance upon exercise of outstanding stock
options held by employees and directors of the Company, Ingram Industries, and
Ingram Entertainment. See "Management." The 20,000,000 shares of Common Stock to
be sold by the Company in this offering will be freely tradable without
restriction. The Company and its directors and executive officers, and certain
stockholders of the Company, have agreed, subject to certain exceptions, not to
offer, sell, contract to sell or otherwise dispose of any Common Equity for a
period of 180 days after the date of this Prospectus without the prior written
consent of Morgan Stanley & Co. Incorporated. Morgan Stanley & Co. Incorporated
has informed the Company that it has no present intention to consent to any such
transactions. Despite these limitations, the sale of a significant number of
these shares could have an adverse impact on the price of the Common Stock or on
any trading market that may develop. See "Shares Eligible for Future Sale."

Absence of Public Market; Possible Volatility of Stock Price. Prior to this
offering, there has been no public market for the Common Stock or the Class B
Common Stock. There can be no assurance that an active trading market for the
Common Stock will develop, or, if one does develop, that it will be sustained
following this offering or that the market price of the Common Stock will not
decline below the initial public offering price. The initial public offering
price will be determined by negotiations between the Company and the
Representatives of the Underwriters. See "Underwriters -- Pricing of Offering."
The market price of the 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 Common Stock.

Dilution. The initial public offering price of the shares of Common Stock
offered hereby will be substantially higher than the net tangible book value per
share of the Common Equity. Therefore, purchasers of the Common Stock offered
hereby will experience an immediate and substantial dilution in net tangible
book value per share. See "Dilution."

13
<PAGE> 18

THE COMPANY

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company markets microcomputer hardware, networking equipment, and
software products to more than 100,000 reseller customers in approximately 120
countries worldwide in three principal market sectors: the VAR sector,
consisting of value-added resellers, systems integrators, network integrators,
application VARs, and original equipment manufacturers; the Commercial sector,
consisting of corporate resellers, direct marketers, independent dealers, and
owner-operated chains; and the Consumer sector, consisting of consumer
electronics 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.

Ingram Micro offers one-stop shopping to its reseller customers by
providing a comprehensive inventory of more than 36,000 products from over 1,100
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. The Company's suppliers include Apple Computer,
Cisco Systems, Compaq Computer, Creative Labs, Hewlett-Packard, IBM, Intel,
Microsoft, NEC, Novell, Quantum, 3Com, Toshiba, and U.S. Robotics.

Ingram Micro distributes microcomputer products worldwide through
warehouses in eight strategic locations in the continental United States and 21
international warehouses 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 second
largest full-line distributor in Europe. In 1995, approximately 31% of the
Company's net sales were derived from operations outside the United States. The
Export Division fulfills orders from U.S. exporters and from foreign customers
in countries where the Company does not operate a distribution subsidiary,
including much of Latin America, the Middle East, Africa, Australia, and parts
of Europe and Asia. The Company participates in the master reseller business in
the United States through Ingram Alliance.

The Company's principal objective is to enhance its position as the
preeminent wholesale distributor of microcomputer products worldwide. The
Company is focused on providing a broad range of products and services, quick
and efficient order fulfillment, and consistent on-time and accurate delivery to
its reseller customers around the world. The Company believes that IMpulse, the
Company's on-line information system, provides a competitive advantage through
real-time worldwide information access and processing capabilities. This
information system, coupled with the Company's exacting operating procedures in
telesales, credit support, customer service, purchasing, technical support, and
warehouse operations, enables the Company to provide its reseller customers with
superior service in an efficient and low cost manner. In addition, to enhance
sales and support its suppliers and reseller customers, the Company provides a
wide range of value-added services, such as technical training, order
fulfillment, tailored financing programs, systems configuration, and marketing
programs.

14
<PAGE> 19

categories and suppliers, and the establishment of Ingram Alliance, as well as
the successful integration of ten 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 is highly leveraged
and has relied heavily on debt financing for its increasing working capital
needs in connection with the expansion of its business. See "Risk Factors --
Narrow Margins" and "-- Capital Intensive Nature of Business; High Degree of
Leverage."

The Company is currently a subsidiary of Ingram Industries, a company
controlled by the Ingram Family Stockholders. Immediately prior to the closing
of this offering, Ingram Industries will consummate a reorganization (the
"Reorganization"), pursuant to which the Company, Ingram Industries, and Ingram
Entertainment will allocate certain liabilities and obligations among
themselves. In conjunction with the Reorganization, Ingram Industries will
consummate an exchange (the "Exchange"), pursuant to which the existing
stockholders of Ingram Industries will exchange all or a portion of their shares
of Ingram Industries common stock for shares of Class B Common Stock of the
Company or common stock of Ingram Entertainment, in specified ratios.
Immediately after the Exchange and the closing of this offering, none of the
Common Equity will be held by Ingram Industries. At such time, 69.6% of the
outstanding Common Equity (and 80.7% of the outstanding voting power) will be
held by the Ingram Family Stockholders (68.0% and 80.5%, respectively, if the
U.S. Underwriters' over-allotment option is exercised in full). See "Risk
Factors -- Control by Ingram Family Stockholders; Certain Anti-takeover
Provisions." The Exchange and the Reorganization, together with certain related
transactions, are referred to herein as the "Split-Off." The consummation of the
Split-Off is a non-waiveable condition to the closing of this offering. See
"Principal Stockholders" and "The Split-Off."

The Company's earliest predecessor began business in 1979 as a California
corporation named Micro D, Inc. This company, through a series of acquisitions
and mergers, is now a subsidiary of Ingram Micro Holdings Inc. ("Holdings"),
which has expanded through additional acquisitions and internal growth to
encompass the Company's current operations. The Company was reincorporated in
Delaware on April 29, 1996. Holdings is presently a wholly-owned subsidiary of
the Company and will be merged into the Company prior to consummation of the
Split-Off. 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.

15
<PAGE> 20

USE OF PROCEEDS

The net proceeds to the Company from this offering, after deducting
estimated underwriting discounts and commissions and estimated offering
expenses, are assumed to be approximately $282.1 million ($324.6 million if the
U.S. Underwriters' over-allotment option is exercised in full). At June 29,
1996, the Company had total outstanding debt of $768.8 million, of which $560.8
million was due to Ingram Industries. Concurrently with the Split-Off, the
Company will assume Ingram Industries' accounts receivable securitization
program (expected to aggregate $210 million at the closing of this offering) in
partial satisfaction of amounts due to Ingram Industries. The Company intends to
use borrowings under the Credit Facility to repay the remaining intercompany
indebtedness to Ingram Industries, which was incurred for general corporate
purposes, primarily working capital needs in connection with the expansion of
the Company's business.

A portion of the net proceeds from this offering will be used to repay
outstanding revolving indebtedness related to amounts drawn by certain of the
Company's subsidiaries ($167.0 million at June 29, 1996), as participants in
Ingram Industries' existing $380 million unsecured credit facility, which will
terminate concurrently with the closing of this offering. The remainder of the
net proceeds from this offering will be used to repay a portion of the
borrowings under the Credit Facility. After giving effect to the foregoing
transactions, including the application of the net proceeds from this offering,
borrowings under the Credit Facility would have been approximately $218.6
million on a pro forma basis at June 29, 1996. The Company is in discussions
with holders of $192.9 million of Ingram Industries' private placement notes
with respect to the possible assumption of such indebtedness by the Company in
partial satisfaction of amounts due to Ingram Industries. If such private
placement notes are assumed by the Company, borrowings under the Credit Facility
will be reduced correspondingly. See "Capitalization," "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources," and Note 6 of Notes to Consolidated Financial Statements.

DIVIDEND POLICY

The Company has never declared or paid any dividends on the Common Equity
other than the distribution made to Ingram Industries in connection with the
Split-Off. See "Risk Factors--Relationship with Ingram Industries, Ingram
Entertainment, and the Ingram Family Stockholders." The Company currently
intends to retain its future earnings to finance the growth and development of
its business and therefore does not anticipate declaring or paying cash
dividends on the Common Equity for the foreseeable future other than a dividend
that may be paid to Ingram Industries and the other holders of Class B Common
Stock in connection with and prior to the Split-Off. Any future determination to
declare or pay dividends will be at the discretion of the Board of Directors and
will be dependent upon the Company's financial condition, results of operations,
capital requirements, and such other factors as the Board of Directors deems
relevant. In addition, the Credit Facility and the Company's other debt
facilities will contain restrictions on the declaration and payment of
dividends.

16
<PAGE> 21

CAPITALIZATION

The following table sets forth, as of June 29, 1996, (i) the actual
short-term debt and capitalization of the Company, (ii) such short-term debt and
capitalization as adjusted to give effect to the Split-Off (as if the Company
had been organized as of such date), and (iii) such as adjusted short-term debt
and capitalization as further adjusted to reflect the sale of the shares of
Common Stock offered by the Company hereby at an assumed initial public offering
price of $15.00 per share (after deducting estimated underwriting discounts and
commissions and estimated offering expenses) and the application of the
estimated net proceeds therefrom. See "Use of Proceeds."

<TABLE>
<CAPTION>
JUNE 29, 1996
-----------------------------------------
AS AS FURTHER
ACTUAL ADJUSTED(1) ADJUSTED(1)(2)
---------- ----------- --------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Short-term debt:
Current maturities of long-term debt........................... $ 12,044 $ 12,044 $ 12,044
========== ======== ========
Long-term debt:
Long-term debt................................................. $ 195,890 $ 579,564 $297,464
Due to Ingram Industries....................................... 560,847 0 0
---------- -------- --------
Total long-term debt........................................ 756,737 579,564 297,464
Redeemable Class B Common Stock.................................. 0 17,573 17,573
---------- -------- --------
Stockholders' equity(3)(4):
Class A Common Stock, $0.01 par value; 265,000,000 shares
authorized;
0, 0, and 20,000,000 shares issued and outstanding,
respectively................................................ 0 0 200
Class B Common Stock, $0.01 par value; 135,000,000 shares
authorized; 107,251,352, 109,868,752, and 109,868,752 shares
issued and outstanding, respectively (including 2,510,400
redeemable shares).......................................... 1,073 1,074 1,074
Additional paid in capital..................................... 22,427 22,775 304,675
Retained earnings.............................................. 312,762 312,762 303,000
Cumulative translation adjustment.............................. 2,539 2,539 2,539
Unearned compensation.......................................... 0 (749) (749)
---------- -------- --------
Total stockholders' equity.................................. 338,801 338,401 610,739
---------- -------- --------
Total capitalization........................................ $1,095,538 $ 935,538 $925,776
========== ======== ========
</TABLE>

- ---------------

(1) As adjusted to reflect (i) the issuance of 2,510,400 redeemable shares of
Class B Common Stock in the Employee Offering and the grant of 107,000
restricted shares of Class B Common Stock (unearned compensation)
concurrently therewith; (ii) the repayment of $17.2 million in long-term
debt with the net proceeds from the Employee Offering; and (iii) after
consideration of (i) and (ii), the assumption by the Company of certain
debt facilities and the accounts receivable program of Ingram Industries in
satisfaction of amounts due to Ingram Industries (resulting in an increase
of $383.7 million in long-term debt, a decrease of $560.8 million in
amounts due to Ingram Industries, and a decrease of $160.0 million in trade
accounts receivable, not reflected in this table), as if such transactions
had occurred on June 29, 1996. Does not reflect approximately $40.0 million
of indebtedness, including capital lease obligations, which may be incurred
by the Company in connection with the acquisition of or restructuring of
lease agreements related to certain facilities currently utilized by the
Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources" and "Certain
Transactions."

(2) As further adjusted to give effect to the issuance of the Common Stock
offered by the Company in this offering at an assumed initial public
offering price of $15.00 per share (after deducting estimated underwriting
discounts and commissions and estimated offering expenses in connection with
this offering) and the repayment of certain revolving indebtedness including
certain amounts outstanding under the Credit Facility with the entire net
proceeds therefrom, and the additional estimated $9.8 million non-cash
charge related to certain Rollover Stock Options. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."

(4) Excludes approximately 20,200,000 shares of Common Equity issuable in
connection with outstanding stock options. See "Management -- 1996
Plan -- Options" and "-- Rollover Plans; Incentive Stock Units."

17
<PAGE> 22

DILUTION

The pro forma net tangible book value of the Common Equity of the Company
as of June 29, 1996 was $327.1 million or $2.98 per share of Common Equity (as
adjusted to give effect to the Employee Offering, the grant of 107,000
restricted shares of Class B Common Stock, and the Split-Off). Net tangible book
value represents the amount of total tangible assets less total liabilities.

Dilution per share to new investors represents the difference between the
amount per share paid by purchasers of Common Stock in the offering made hereby
and the pro forma net tangible book value per share of Common Equity immediately
after the closing of this offering. After giving effect to the sale of
20,000,000 shares of Common Stock offered hereby by the Company at an assumed
initial public offering price of $15.00 per share and after deducting estimated
underwriting discounts and commissions and estimated offering expenses and the
application of the estimated net proceeds therefrom, the pro forma net tangible
book value of the Company as of June 29, 1996 would have been $599.4 million or
$4.62 per share of Common Equity. This represents an immediate increase in net
tangible book value of $1.64 per share of Common Equity to existing stockholders
and an immediate dilution of $10.38 per share of Common Equity to purchasers of
Common Stock in this offering. The following table illustrates the per share
dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............................. $15.00
Net tangible book value per share of Common
Equity as of June 29, 1996, as adjusted................................ $2.98
Increase attributable to new investors.................................... 1.64
-----
Net tangible book value per share of Common Equity after this offering...... 4.62
------
Dilution per share of Common Equity to new investors........................ $10.38
======
</TABLE>

The following table summarizes, on a pro forma basis to give effect to the
Employee Offering, the grant of 107,000 restricted shares of Class B Common
Stock, and the Split-Off, as of June 29, 1996, the difference (before deducting
estimated underwriting discounts and commissions and estimated offering
expenses) between existing stockholders and the purchasers of shares of Common
Stock in this offering (at an assumed initial public offering price of $15.00
per share) with respect to: (i) the number of shares of Common Equity purchased
from the Company; (ii) the effective cash consideration paid; and (iii) the
average price paid per share of Common Equity.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- ------------------------ PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)........... 109,868,752 84.6% $ 84,133,800 21.9% $ 0.77
New investors...................... 20,000,000 15.4 300,000,000 78.1 15.00
----------- ----- ------------ -----
Total.................... 129,868,752 100.0% $384,133,800 100.0%
=========== ===== ============ =====
</TABLE>

- ---------------

(1) Excludes options issued under the Company's 1996 Plan and Rollover Plan, to
purchase an aggregate of 20,200,000 shares of Common Equity. To the extent
any of these options are exercised, there will be further dilution to new
investors. See "Management -- 1996 Plan -- Options" and " -- Rollover Plan;
Incentive Stock Units."

18
<PAGE> 23

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data of the
Company. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements and notes
thereto included elsewhere in this Prospectus. The consolidated statement of
income data set forth below for each of the three years in the period ended
December 30, 1995 and the consolidated balance sheet data at December 31, 1994
and December 30, 1995 are derived from, and are qualified by reference to, the
audited consolidated financial statements included elsewhere in this Prospectus,
and should be read in conjunction with those financial statements and the notes
thereto. The consolidated balance sheet data as of January 1, 1994 are derived
from the audited consolidated balance sheet of the Company as of January 1,
1994, which is not included in this Prospectus. The consolidated statement of
income data for each of the two years in the period ended January 2, 1993 and
the consolidated balance sheet data as of December 28, 1991 and January 2, 1993
are derived from unaudited consolidated financial statements not included in
this Prospectus. The consolidated financial data as of and for the twenty-six
weeks ended July 1, 1995, and as of and for the twenty-six weeks ended June 29,
1996, have been derived from unaudited consolidated financial statements of the
Company which are included in this Prospectus and which, in the opinion of the
Company, reflect all adjustments, consisting only of adjustments of a normal and
recurring nature, necessary for a fair presentation. Results for the twenty-six
weeks ended June 29, 1996 are not necessarily indicative of results for the full
year. The historical consolidated financial data may not be indicative of the
Company's future performance and do not necessarily reflect what the financial
position and results of operations of the Company would have been had the
Company operated as a separate, stand-alone entity during the periods covered.
See "Consolidated Financial Statements."

<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
FISCAL YEAR -----------------------
-------------------------------------------------------------- JULY 1, JUNE 29,
1991 1992 1993 1994 1995 1995 1996
INCOME STATEMENT DATA: ---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales.............................. $2,016,586 $2,731,272 $4,044,169 $5,830,199 $8,616,867 $3,739,145 $5,543,167
Cost of sales.......................... 1,831,140 2,503,702 3,714,527 5,391,224 8,011,181 3,467,838 5,166,134
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross profit........................... 185,446 227,570 329,642 438,975 605,686 271,307 377,033
Expenses:
Selling, general and
administrative..................... 116,793 157,306 225,047 296,330 415,344 190,924 252,652
Charges allocated from Ingram
Industries......................... 1,030 1,330 1,567 2,355 3,461 1,678 2,143
Non-cash compensation charge......... 0 0 0 0 0 0 7,802(2)
---------- ---------- ---------- ---------- ---------- ---------- ----------
117,823 158,636 226,614 298,685 418,805 192,602 262,597(2)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from operations................. 67,623 68,934 103,028 140,290 186,881 78,705 114,436(2)
Other (income) expense:
Interest income...................... (256) (103 ) (407) (937) (3,479) (2,425) (761)
Interest expense..................... 3,233 5,556 5,003 8,744 13,451 6,024 7,526
Interest expense charged by Ingram
Industries......................... 11,859 12,405 16,089 24,189 32,606 14,875 21,172
Net foreign currency exchange loss... 0 0 111 6,873 7,751 4,598 392
Other................................ 324 2,574 (623) 716 1,936 1,412 1,610
---------- ---------- ---------- ---------- ---------- ---------- ----------
15,160 20,432 20,173 39,585 52,265 24,484 29,939
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes and minority
interest............................. 52,463 48,502 82,855 100,705 134,616 54,221 84,497(2)
Provision for income taxes............. 22,286 17,529 31,660 39,604 53,143 21,402 33,856
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before minority interest........ 30,177 30,973 51,195 61,101 81,473 32,819 50,641(2)
Minority interest...................... 0 0 840 (2,243) (2,834) (2,701) 1
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income(1).......................... $ 30,177 $ 30,973 $ 50,355 $ 63,344 $ 84,307 $ 35,520 $ 50,640(2)
========== ========== ========== ========== ========== ========== ==========
Earnings per share..................... $ 0.25 $ 0.26 $ 0.42 $ 0.53 $ 0.70 $ 0.29 $ 0.42(2)
========== ========== ========== ========== ========== ========== ==========
Weighted average common shares
outstanding.......................... 120,554 120,554 120,554 120,554 120,554 120,554 120,554
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31, DECEMBER 30, JUNE 29,
1991 1993 1994 1994 1995 1996
BALANCE SHEET DATA: ------------ ---------- ---------- ------------ ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Cash.......................................... $ 15,510 $ 25,276 $ 44,391 $ 58,369 $ 56,916 $ 45,172
Working capital............................... 288,462 334,913 471,616 663,049 1,019,639 946,156
Total assets.................................. 670,649 915,590 1,296,363 1,974,289 2,940,898 2,641,421
Total debt(3)................................. 244,785 295,389 398,929 552,283 850,548 768,781
Stockholder's equity.......................... 78,972 109,418 155,459 221,344 310,795 338,801
</TABLE>

- ---------------

(1) The 1992 results reflect the adoption of FAS 109.

(2) Reflects a non-cash compensation charge of $7.8 million ($4.8 million, or
$0.04 per share, net of tax) in connection with the granting of Rollover
Stock Options. See Note 11 of Notes to Consolidated Financial Statements.

(3) Includes long-term debt, current maturities of long-term debt, and amounts
due to Ingram Industries.

19
<PAGE> 24

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company's net sales have grown to $8.6 billion in 1995 from $2.0
billion in 1991. This sales growth 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 ten acquisitions worldwide. Net income
has grown to $84.3 million in 1995 from $30.2 million in 1991.

The microcomputer wholesale distribution industry in which the Company
operates is characterized by narrow gross and operating margins, which have
declined industry-wide in recent years, primarily due to intense price
competition. The Company's gross margins declined to 7.0% in 1995 from 9.2% in
1991. To partially offset the decline in gross margins, the Company has
continually instituted operational and expense controls which have reduced
selling, general, and administrative ("SG&A") expenses (including charges
allocated from Ingram Industries) as a percentage of net sales to 4.8% in 1995
from 5.8% in 1991. As a result, the Company's operating margins and net margins
have declined less than gross margins. Operating margins declined to 2.2% in
1995 from 3.4% in 1991, and net margins declined to 1.0% in 1995 from 1.5% in
1991. There can be no assurance that the Company will be able to continue to
reduce operating expenses as a percentage of net sales to mitigate further
reductions in gross margins. Although the Company's international operations
have historically had similar gross margins to the Company's U.S. traditional
wholesale operations, the Company's international operations have historically
had lower operating margins due in part to greater economies of scale in the
U.S. operations. See "Risk Factors -- Narrow Margins."

Ingram Micro entered the master reseller (also known as "aggregation")
business in late 1994 through the launch of Ingram Alliance. Ingram Alliance is
designed to offer resellers access to certain of the industry's leading hardware
manufacturers at competitive prices by utilizing a lower cost business model
that depends upon a higher average order size, lower product returns percentage,
and supplier-paid financing. In 1995, Ingram Alliance contributed over $700
million of net sales to the Company. Since its inception in late 1994, Ingram
Alliance has operated with lower gross margins, lower SG&A expenses as a
percentage of net sales, and lower financing costs than the Company's
traditional wholesale distribution business. Accordingly, if Ingram Alliance's
sales continue to grow as a percentage of the Company's total net sales, the
Company expects such increase to cause its overall gross margins to decline.

The Company sells microcomputer hardware, networking equipment, and
software products. Sales of hardware products (including networking equipment)
represent a majority of total net sales and have historically generated a higher
operating margin than sales of software products, although operating margins on
both hardware products and software products have historically declined.
Hardware products and networking equipment have comprised an increasing
percentage, and software products a decreasing percentage, of the Company's net
sales in recent years, and the Company expects this trend to continue. 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 Ingram Alliance, 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. See
"Risk Factors -- Rapid Technological Change; Alternate Means of Software
Distribution" and "Business -- Products and Suppliers."

Historically, the Company's sources of capital have primarily been
borrowings from Ingram Industries through debt facilities maintained by Ingram
Industries and guaranteed by the Company. The Company has a commitment providing
for the $1 billion Credit Facility, and expects to enter into a formal agreement
prior to the closing of this offering. The Credit Facility is expected to be
effective as of the closing of this offering. Concurrently with the Split-Off,
the Company will repay certain intercompany indebtedness with borrowings under
the Credit Facility, in partial satisfaction of amounts due to Ingram
Industries. Certain of the net proceeds from this offering will be used to repay
outstanding revolving indebtedness related to amounts drawn by certain of the
Company's subsidiaries, as participants in Ingram Industries' existing unsecured
credit

20
<PAGE> 25

facility, which will terminate concurrently with the closing of this offering.
The remainder of the net proceeds from this offering will be used to repay a
portion of the borrowings under the Credit Facility. See "Use of Proceeds." The
Company has historically depended on Ingram Industries and other subsidiaries of
Ingram Industries for financing, management, tax and payroll administration,
property/casualty insurance, employee benefits administration, and certain other
administrative services. In conjunction with the Split-Off, the Company, Ingram
Industries, and Ingram Entertainment will enter into the Transitional Service
Agreements, as well as a tax sharing agreement. See "The Split-Off -- The
Reorganization." The Company believes that the terms of the Transitional Service
Agreements will be on a basis at least as favorable to the Company as those that
would have been obtained from third parties on an arm's length basis. The
Company's historical financial statements reflect an allocation of expenses in
connection with the services covered by the Transitional Service Agreements.
Although the Company expects the costs and fees to be paid by it in connection
with the Transitional Service Agreements to be higher than its historical
allocated costs, it does not believe the increase in costs will be material to
its results of operations. On a long-term basis, the Company will be required to
hire personnel to perform such services or contract with one or more independent
third parties to provide such services. See "Risk Factors -- Relationship with
Ingram Industries, Ingram Entertainment, and the Ingram Family Stockholders."

The microcomputer wholesale distribution business is capital intensive. 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 is highly leveraged and has relied heavily on debt financing for its
increasing working capital needs in connection with the expansion of its
business. The Company will need additional capital to finance its product
inventory and accounts receivable as it expands its business. The Company's
interest expense for any current or future indebtedness will be subject to
fluctuations in interest rates and may cause fluctuations in the Company's net
income. In connection with the Split-Off, the Company will assume Ingram
Industries' accounts receivable securitization program, and financing costs
associated with this program will be classified as other expense. Prior to the
Split-Off, such expenses were reflected as interest expense charged by Ingram
Industries. While this structure will not increase the Company's cost of
financing, this change in the classification of financing costs will result in
an increase in the Company's other expenses of approximately $10.5 million per
year and a corresponding decrease in its interest expense.

In connection with the Split-Off, certain outstanding Ingram Industries
options, incentive stock units ("ISUs"), and stock appreciation rights ("SARs")
held by certain employees of Ingram Industries, Ingram Entertainment, and Ingram
Micro will be converted to options to purchase up to an aggregate of
approximately 11,000,000 shares of Common Stock ("Rollover Stock Options"). See
"Management -- Rollover Plan; Incentive Stock Units." The Company has recorded a
pre-tax non-cash compensation charge of approximately $7.8 million ($4.8 million
net of tax) in the first half of 1996 related to the vested portion of certain
of the Rollover Stock Options as the terms and grants of the Rollover Stock
Options were established in the first quarter of 1996. This charge was based on
the difference between the estimated fair value of such options in the first
quarter of 1996 and the exercise price of such options or SARs. In addition, at
the time of this offering, the Company will be required by applicable accounting
rules to record a non-cash compensation charge with respect to the vested
portion of approximately 1,300,000 formula plan Rollover Stock Options included
in the 11,000,000 shares. This non-cash charge is expected to be approximately
$9.8 million based on the difference between the average exercise price of $2.63
per share and $15.00 per share, the assumed initial public offering price of the
Common Stock. The Company will be required by applicable accounting rules to
record additional non-cash compensation charges over the remaining vesting
periods of the Rollover Stock Options. The Company expects these additional
charges to be $3.0 million ($2.3 million net of tax) in the aggregate for the
third and fourth quarters of 1996, $6.4 million ($5.0 million net of tax) for
1997 and $4.3 million ($3.2 million net of tax) for 1998.

21
<PAGE> 26

RESULTS OF OPERATIONS

The following table sets forth the Company's net sales by geographic region
(excluding intercompany sales), and the percentage of total net sales
represented thereby, for each of the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR TWENTY-SIX WEEKS ENDED
-------------------------------------------------- --------------------------------
1993 1994 1995 JULY 1, 1995 JUNE 29, 1996
-------------- -------------- -------------- -------------- --------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES BY GEOGRAPHIC REGION(1):
United States.................. $ 3,118 77.1% $ 4,122 70.7% $ 5,970 69.3% $ 2,577 68.9% $ 3,821 68.9%
Europe......................... 485 12.0 1,078 18.5 1,849 21.4 822 22.0 1,186 21.4
Other international............ 441 10.9 630 10.8 798 9.3 340 9.1 536 9.7
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total.......................... $ 4,044 100.0% $ 5,830 100.0% $ 8,617 100.0% $ 3,739 100.0% $ 5,543 100.0%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

- ---------------
(1) Net sales are classified by location of the Company entity. For example,
products sold through Ingram Alliance or the U.S. Export Division are
classified as United States sales.

The following table sets forth certain items from the Company's
Consolidated Statement of Income as a percentage of net sales, for each of the
periods indicated.

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
----------------------------------------------------
TWENTY-SIX WEEKS ENDED
FISCAL YEAR ----------------------
------------------------- JULY 1, JUNE 29,
1993 1994 1995 1995 1996
----- ----- ----- -------- ---------
<S> <C> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 91.9 92.5 93.0 92.7 93.2
------ ------ ------ ------ ------
Gross profit.................................. 8.1 7.5 7.0 7.3 6.8
Expenses:
SG&A expenses and charges allocated from
Ingram Industries........................ 5.6 5.1 4.8 5.2 4.6
Non-cash compensation charge................ 0.0 0.0 0.0 0.0 0.1
------ ------ ------ ------ ------
Income from operations........................ 2.5 2.4 2.2 2.1 2.1
Other expense, net............................ 0.5 0.7 0.6 0.7 0.6
------ ------ ------ ------ ------
Income before income taxes and minority
interest.................................... 2.0 1.7 1.6 1.4 1.5
Provision for income taxes.................... 0.8 0.6 0.6 0.6 0.6
Minority interest............................. 0.0 0.0 0.0 (0.1) 0.0
------ ------ ------ ------ ------
Net income.................................... 1.2% 1.1% 1.0% 0.9% 0.9%
====== ====== ====== ====== ======
</TABLE>

FIRST HALF 1996 COMPARED TO FIRST HALF 1995

Consolidated net sales increased 48.2% to $5.5 billion in the first half of
1996 from $3.7 billion in the first half of 1995. The increase in worldwide net
sales was attributable to growth in the microcomputer products industry in
general, the addition of new customers, increased sales to the existing customer
base, and expansion of the Company's product offerings.

Net sales from U.S. operations increased 48.3% to $3.8 billion in the first
half of 1996 from $2.6 billion in the first half of 1995. In addition to the
factors above that impacted net sales worldwide, U.S. net sales were positively
impacted by the strong growth in Ingram Alliance sales. Net sales from European
operations increased 44.3% to $1.2 billion in the first half of 1996 from $822.4
million in the first half of 1995. Other international net sales increased 57.8%
to $536.4 million in the first half of 1996 from $339.9 million in the first
half of 1995, principally due to the growth in net sales from the Company's
Canadian operations. In the first half of 1996, net sales from U.S. operations
accounted for 68.9% of consolidated net sales, net sales from European
operations accounted for 21.4% of consolidated net sales, and other
international net sales accounted for 9.7% of consolidated net sales. In the
first half of 1995, net sales from U.S. operations accounted for 68.9% of
consolidated net sales, net sales from European operations accounted for 22.0%
of consolidated net sales, and other international net sales accounted for 9.1%
of consolidated net sales.

22
<PAGE> 27

Cost of sales as a percentage of net sales increased to 93.2% in the first
half of 1996 from 92.7% in the first half of 1995. This increase was largely
attributable to competitive pricing pressures, especially in Europe, and the
increase as a percentage of net sales of the lower gross margin Ingram Alliance
business, which more than offset an increase in worldwide purchase discounts and
rebates from the Company's suppliers.

Total SG&A expenses and charges allocated from Ingram Industries increased
32.3% to $254.8 million in the first half of 1996 from $192.6 million in the
first half of 1995, but decreased as a percentage of net sales to 4.6% in the
first half of 1996 from 5.2% in the first half of 1995. The increased level of
spending was attributable to expenses required to support expansion of the
Company's business, consisting primarily of incremental personnel and support
costs, lease payments relating to new operating facilities, and expenses
associated with the development and maintenance of information systems. The
decrease in operating expenses as a percentage of net sales was primarily
attributable to the growth of Ingram Alliance, which utilizes a lower cost
business model, and economies of scale from higher sales volumes.

During the first half of 1996, the Company recorded a non-cash compensation
charge of $7.8 million or 0.1% of net sales in connection with the Rollover
Stock Options. The Company did not record any such charge during the first half
of 1995.

Excluding the $7.8 million non-cash compensation charge in the first half
of 1996, total income from operations increased as a percentage of net sales to
2.2% in the first half of 1996 from 2.1% in the first half of 1995. Income from
operations in the United States remained constant as a percentage of net sales
at 2.7% in both periods. Income from operations in Europe decreased as a
percentage of net sales to 0.7% in the first half of 1996 from 0.9% in the first
half of 1995. The decrease was offset by an increase in income from operations
as a percentage of net sales for geographic regions outside the United States
and Europe to 2.2% in the first half of 1996 from 0.4% in the first half of
1995. The first half of 1995 included the negative impact of an inventory
valuation loss of $3.8 million related to the decline in value of the Mexican
peso and the associated impact on the Mexican economy.

For the reasons set forth above, income from operations, including the $7.8
million non-cash compensation charge, increased 45.4% to $114.4 million in the
first half of 1996 from $78.7 million in the first half of 1995, but remained
constant as a percentage of net sales at 2.1%.

Other expense, net, which consists primarily of net interest expense
(including interest expense charged by Ingram Industries), foreign currency
exchange losses, and miscellaneous non-operating expenses, increased 22.3% to
$29.9 million in the first half of 1996 from $24.5 million in the first half of
1995, but declined as a percentage of net sales to 0.6% in the first half of
1996 from 0.7% in the first half of 1995. The increase in other expense was
largely attributable to a higher level of borrowings to finance the Company's
worldwide business expansion, partially offset by a period-over-period decrease
in the amount of foreign currency losses which were primarily related to the
Mexican peso devaluation.

The provision for income taxes increased 58.2% to $33.9 million in the
first half of 1996 from $21.4 million in the first half of 1995, reflecting the
55.8% increase in the Company's income before income taxes and minority
interest. The Company's effective tax rate was 40.1% in the first half of 1996
compared to 39.5% in the first half of 1995.

Excluding the $4.8 million (net of tax) non-cash compensation charge, net
income increased 56.0% to $55.4 million in the first half of 1996 from $35.5
million in the first half of 1995 and, as a percentage of net sales, increased
to 1.0% in the first half of 1996 from 0.9% in the first half of 1995. Net
income, including the $4.8 million (net of tax) non-cash compensation charge,
increased 42.6% to $50.6 million in the first half of 1996 from $35.5 million in
the first half of 1995, but remained constant as a percentage of net sales at
0.9%.

1995 COMPARED TO 1994

Consolidated net sales increased 47.8% to $8.6 billion in 1995 from $5.8
billion in 1994. The increase in worldwide net sales was attributable to growth
in the microcomputer products industry in general, the addition of new
customers, increased sales to the existing customer base, and expansion of the
Company's product offerings, as well as to the release of significant new
products, including the Microsoft Windows 95 operating system in August 1995.

23
<PAGE> 28

Net sales from U.S. operations increased 44.8% to $6.0 billion in 1995 from
$4.1 billion in 1994. The increase in U.S. net sales was largely attributable to
the growth of Ingram Alliance in 1995, its first full year of operations, as
well as an increase in the Company's customer base and product lines. Net sales
from European operations increased 71.5% to $1.8 billion in 1995 from $1.1
billion in 1994. In addition to factors affecting sales worldwide, European net
sales were positively impacted by the full year contribution in 1995 of the
Company's Scandinavian operations, which were acquired in September 1994. Other
international net sales increased 26.7% to $798.0 million in 1995 from $629.6
million in 1994. The increase in net sales from other international operations
was entirely attributable to an increase in Canadian sales, partially offset by
a decrease in Mexican net sales resulting from the distressed Mexican economy
and the related peso devaluation. In 1995, net sales from U.S. operations
accounted for 69.3% of consolidated net sales, net sales from European
operations accounted for 21.4% of consolidated net sales, and other
international net sales accounted for 9.3% of consolidated net sales. In 1994,
net sales from U.S. operations accounted for 70.7% of consolidated net sales,
net sales from European operations accounted for 18.5% of consolidated net
sales, and other international net sales accounted for 10.8% of consolidated net
sales.

Cost of sales as a percentage of net sales increased to 93.0% in 1995 from
92.5% in 1994. This increase was largely attributable to competitive pricing
pressures worldwide and the growth of Ingram Alliance, which is characterized by
lower gross margins than the Company's traditional wholesale distribution
business. Gross margin was favorably impacted by effective operational controls
and an increase in worldwide purchase discounts and rebates from the Company's
suppliers.

Total SG&A expenses and charges allocated from Ingram Industries increased
40.2% to $418.8 million in 1995 from $298.7 million in 1994, but decreased as a
percentage of net sales to 4.8% in 1995 from 5.1% in 1994. The increased level
of spending was attributable to expenses required to support expansion of the
Company's business, consisting primarily of incremental personnel and support
costs, lease payments relating to new facilities, and expenses associated with
the development and maintenance of information systems. The decreased level of
spending as a percentage of net sales was primarily attributable to economies of
scale resulting from higher sales volumes, increased operating efficiencies, and
the growth of Ingram Alliance, which is characterized by lower SG&A expenses as
a percentage of net sales than the Company's traditional wholesale distribution
business.

For the reasons set forth above, income from operations increased 33.2% to
$186.9 million in 1995 from $140.3 million in 1994, but decreased as a
percentage of net sales to 2.2% in 1995 from 2.4% in 1994. Income from U.S.
operations decreased as a percentage of net sales to 2.6% in 1995 from 3.0% in
1994. This decrease was partially offset by an increase in income from European
operations as a percentage of net sales to 1.1% in 1995 from 0.7% in 1994.

Other expense, net increased 32.0% to $52.3 million in 1995 from $39.6
million in 1994, but decreased as a percentage of net sales to 0.6% in 1995 from
0.7% in 1994. The increase in other expense was largely attributable to a higher
level of borrowings to finance the Company's worldwide business expansion. The
Company was also negatively impacted by the continued effect of the distressed
Mexican economy and the related peso devaluation. Primarily due to events in
Mexico, the Company sustained a net foreign currency exchange loss of $7.8
million in 1995 as compared to a $6.9 million loss in 1994.

The provision for income taxes increased 34.2% to $53.1 million in 1995
from $39.6 million in 1994, reflecting the 33.7% increase in the Company's
income before income taxes and minority interest. The Company's effective tax
rate was 39.5% in 1995 as compared to 39.3% in 1994.

Net income increased 33.1% to $84.3 million in 1995 from $63.3 million in
1994, but decreased as a percentage of net sales to 1.0% in 1995 from 1.1% in
1994.

1994 COMPARED TO 1993

Consolidated net sales increased 44.2% to $5.8 billion in 1994 from $4.0
billion in 1993. The increase in worldwide net sales was attributable to growth
in the microcomputer products industry in general, the acquisition of four
international distributors, the addition of new customers, increased sales to
the existing customer base, and expansion of the Company's product offerings.

24
<PAGE> 29

Net sales from U.S. operations increased 32.2% to $4.1 billion in 1994 from
$3.1 billion in 1993. The increase in U.S. net sales was primarily attributable
to the same factors favorably impacting worldwide consolidated net sales. Net
sales from European operations increased 122.3% to $1.1 billion in 1994 from
$485.1 million in 1993. The increase in European net sales was due to improved
operating performance by several of the European subsidiaries (including the
addition of some of the Company's suppliers to the German operation), as well as
the Company's entry through acquisitions into the Spanish market in April 1994
and the Scandinavian market in September 1994. Net sales from other
international operations increased 42.9% to $629.6 million in 1994 from $440.7
million in 1993. The increase in net sales from other international operations
was largely attributable to the continued development of the Company's
operations in Canada and Mexico. In 1994, net sales from U.S. operations
accounted for 70.7% of consolidated net sales, net sales from European
operations accounted for 18.5% of consolidated net sales, and net sales from
other international operations accounted for 10.8% of consolidated net sales. In
1993, net sales from U.S. operations accounted for 77.1% of consolidated net
sales, net sales from European operations accounted for 12.0% of consolidated
net sales, and other international net sales accounted for 10.9% of consolidated
net sales.

Cost of sales as a percentage of net sales increased to 92.5% in 1994 from
91.9% in 1993. This increase was primarily attributable to competitive pricing
pressures worldwide.

Total SG&A expenses and charges allocated from Ingram Industries increased
31.8% to $298.7 million in 1994 from $226.6 million in 1993 but decreased as a
percentage of net sales to 5.1% in 1994 from 5.6% in 1993. The increased level
of spending was attributable to expenses required to support expansion of the
Company's business, consisting primarily of incremental personnel and support
costs, lease payments relating to new facilities, and expenses associated with
the development and maintenance of information systems. The decreased level of
spending as a percentage of net sales was primarily attributable to economies of
scale resulting from higher sales volumes, as well as increased operating
efficiencies.

For the reasons set forth above, income from operations increased 36.2% to
$140.3 million in 1994 from $103.0 million in 1993, but decreased as a
percentage of net sales to 2.4% in 1994 from 2.5% in 1993. Contributing to the
increase in income from operations was income from the European operations of
$8.1 million, compared to a $3.2 million loss from such operations in 1993.

Other expense, net increased 96.2% to $39.6 million in 1994 from $20.2
million in 1993, and increased as a percentage of net sales to 0.7% in 1994 from
0.5% in 1993. The increase in other expense was largely attributable to a higher
level of borrowings to finance the Company's worldwide business expansion,
including acquisitions, and foreign currency exchange losses of $6.9 million
primarily related to Mexico in 1994.

The provision for income taxes increased 25.1% to $39.6 million in 1994
from $31.7 million in 1993, reflecting the 21.5% increase in the Company's
income before income taxes and minority interest. The Company's effective tax
rate was 39.3% in 1994 as compared to 38.2% in 1993.

Net income increased 25.8% to $63.3 million in 1994 from $50.4 million in
1993, but decreased as a percentage of net sales to 1.1% in 1994 from 1.2% in
1993.

QUARTERLY DATA; SEASONALITY

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 operating margins may magnify any such fluctuations. 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.

25
<PAGE> 30

The following table sets forth certain unaudited quarterly historical
consolidated financial data for each of the ten quarters up to the period ended
June 29, 1996. This unaudited quarterly information has been prepared on the
same basis as the annual information presented elsewhere herein and, in the
Company's opinion, includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the selected quarterly
information. This information should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere in this
Prospectus. The operating results for any quarter shown are not necessarily
indicative of results for any future period.

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------------------------------------------------------------------------------------------
APR. 2, JULY 2, OCT. 1, DEC. 31, APR. 1, JULY 1, SEPT. 30, DEC. 30, MAR. 30, JUNE 29,
1994 1994 1994 1994 1995 1995 1995 1995 1996 1996
-------- -------- -------- -------- -------- -------- --------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........ $1,266.6 $1,298.9 $1,387.0 $1,877.7 $1,879.5 $1,859.6 $ 2,331.6 $2,546.2 $2,752.7 $2,790.4
Gross profit..... 92.4 96.8 105.1 144.7 132.4 138.9 151.2 183.2 186.6 190.5
Income from
operations..... 26.1 28.3 32.9 53.0 38.5 40.2 45.2 63.0 54.9(1) 59.5(2)
Income before
income taxes
and minority
interest....... 19.4 19.5 24.3 37.5 24.3 30.0 33.8 46.5 39.6(1) 44.9(2)
Net income....... 11.6 12.1 14.6 25.0 17.1 18.4 20.8 28.0 23.8(1) 26.8(2)
Earnings per
share.......... $ 0.10 $ 0.10 $ 0.12 $ 0.21 $ 0.14 $ 0.15 $ 0.17 $ 0.23 $ 0.20(1) $ 0.22(2)
</TABLE>

- ---------------

(1) Reflects a non-cash compensation charge of $6.7 million ($4.1 million, or
$0.03 per share, net of tax) in connection with the granting of the Rollover
Stock Options.

(2) Reflects a non-cash compensation charge of $1.1 million ($0.7 million, or
$0.01 per share, net of tax) in connection with the granting of the Rollover
Stock Options.

As indicated in the table above, the increases in the Company's net sales
in the fourth quarter of each fiscal year have generally been higher than those
in the other three quarters in the same fiscal year. The trend of higher fourth
quarter net sales is attributable to calendar year-end business purchases and
holiday period purchases made by customers. Additionally, gross profit in the
fourth quarter of each year has historically been favorably impacted by
attractive year-end product buying opportunities which have often resulted in
higher purchase discounts. Net sales in the third quarter of 1995 were
positively impacted by the release of Microsoft Windows 95. However, gross and
operating margins were lower in the third quarter of 1995 due to the significant
volume of Microsoft Windows 95 sales, which had lower than average gross
margins.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth and cash needs largely through income
from operations and borrowings (primarily from Ingram Industries), as well as
from trade and supplier credit.

Cash provided by operating activities increased to $118.6 million in the
first half of 1996 from $14.7 million in the first half of 1995. The significant
increase in cash provided by operating activities was partially due to higher
net income and a greater reduction of trade accounts receivable. Net cash used
for financing activities increased to $95.1 million from $21.5 million in the
first halves of 1996 and 1995, respectively, as a result of higher repayments on
borrowings from Ingram Industries and the $20.0 million distribution to Ingram
Industries, both in the first half of 1996.

Net cash used by operating activities was $251.3 million, $87.1 million,
and $41.7 million in 1995, 1994, and 1993, respectively. The significant
increase in cash used by operating activities in 1995 over 1994 was due to the
increased levels of inventory which accounted for a use of $580.1 million in
1995 as compared to $345.5 million in 1994 and an increase in accounts
receivable which accounted for a use of $320.2 million in 1995 as compared to
$232.3 million in 1994. Cash provided by accounts payable of $543.8 million in
1995 and $411.0 million in 1994 partially offset the use related to inventory
and accounts receivable. The increase in the difference between inventory levels
and accounts payable in 1995 as compared to 1994 was primarily due to the launch
of Microsoft Windows 95.

Net cash used by investing activities of $48.8 million, $42.6 million, and
$40.7 million in 1995, 1994, and 1993, respectively, was due to the Company's
expansion of warehouse and other facilities in each year and the acquisitions of
operations in four European countries in 1994 and the acquisition of operations
in three countries in Europe and in Mexico in 1993.

26
<PAGE> 31

Net cash provided by financing activities was $298.3 million, $143.3
million, and $101.4 million in 1995, 1994, and 1993, respectively. The increase
in each period was primarily provided by an increase in borrowings from Ingram
Industries.

The Company's sources of capital have primarily been borrowings from Ingram
Industries. As of June 29, 1996, the Company had total debt outstanding of
$768.8 million, including $560.8 million due to Ingram Industries. The Company
has a commitment from NationsBank of Texas N.A. and The Bank of Nova Scotia with
respect to the $1 billion Credit Facility, and the Company expects to enter into
a formal agreement prior to the closing of this offering. The Credit Facility is
expected to be effective as of the closing of this offering, and will contain
standard provisions for agreements of its type. Concurrently with the Split-Off,
the Company will assume Ingram Industries' accounts receivable securitization
program in partial satisfaction of amounts due to Ingram Industries. The Company
intends to repay the remaining intercompany indebtedness with borrowings under
the Credit Facility.

A portion of the net proceeds from this offering will be used to repay
outstanding revolving indebtedness related to amounts drawn by certain of the
Company's subsidiaries as participants in Ingram Industries' existing unsecured
credit facility, which will terminate concurrently with the closing of this
offering. The remainder of the net proceeds from this offering will be used to
repay a portion of the borrowings under the Credit Facility. After giving effect
to the foregoing transactions, including the application of the net proceeds
from this offering, borrowings under the Credit Facility would have been
approximately $218.6 million on a pro forma basis at June 29, 1996. The Company
is in discussions with holders of $192.9 million of Ingram Industries' private
placement notes with respect to the possible assumption of such indebtedness by
the Company in partial satisfaction of amounts due to Ingram Industries. If such
private placement notes are assumed by the Company, borrowings under the Credit
Facility will be reduced correspondingly. See "Use of Proceeds." After giving
effect to the foregoing transactions and the application of the net proceeds
from this offering, the Company would have had available approximately $781.4
million under the Credit Facility (approximately $974.3 million if the Company
assumes Ingram Industries' private placement notes). The aggregate amount of
long-term debt outstanding after the Split-Off, and before application of the
proceeds from this offering, will be substantially similar to the long-term debt
and debt due to Ingram Industries immediately prior to the Split-Off, except as
adjusted for the accounts receivable securitization program to be assumed by the
Company. However, in connection with the Split-Off, the Company may incur up to
an additional $40.0 million of indebtedness including capital lease obligations
in connection with the acquisition of or restructuring of lease agreements
related to certain facilities currently utilized by the Company. See "Certain
Transactions."

Effective February 1993, the Company entered into an agreement with Ingram
Industries whereby the Company sold all of its domestic trade accounts
receivable to Ingram Industries on an ongoing basis. Ingram Industries
transferred certain trade accounts receivable from the Company and other Ingram
Industries affiliates to a trust which sold certificates representing undivided
interests in the total pool of trade receivables without recourse. As of June
29, 1996, Ingram Industries had sold $160 million of fixed rate certificates and
a variable rate certificate, under which $93 million was outstanding. Ingram
Industries' arrangement with the trust extended to December 31, 1997, renewable
biannually under an evergreen provision up to a maximum term of 20 years. As a
result of the Split-Off, in partial satisfaction of amounts due to Ingram
Industries, the Ingram Industries accounts receivable securitization program
will be assumed by the Company, which will be the sole seller of receivables.
Under the amended program, certain of the Company's domestic receivables will no
longer be transferred to the trust. The Company believes the amended program
will contain sufficient trade accounts receivable to support the outstanding
fixed rate certificates and an unspecified amount of the variable rate
certificates. Assumption of the securitization program results in a $160 million
reduction of trade accounts receivable and due to Ingram Industries. See Note 4
of Notes to Consolidated Financial Statements.

The Company and its foreign subsidiaries have uncommitted lines of credit
and short-term overdraft facilities in various currencies which aggregated
$103.5 million as of June 29, 1996. These facilities are used principally for
working capital and bear interest at market rates. See Note 6 of Notes to
Consolidated Financial Statements.

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The Company believes that the net proceeds from the sale of the Common
Stock offered hereby, together with net cash provided by operating activities,
supplemented as necessary with funds available under credit arrangements
(including the Credit Facility), will provide sufficient resources to meet its
present and future working capital requirements and other cash needs for at
least the next 12 months, or earlier if the Company were to engage in any
corporate transactions not currently anticipated, in which event the Company
anticipates that additional debt or equity financing would be required.

The Company presently expects to spend approximately $90 million in each of
1996 and 1997 for capital expenditures due to the continued expansion of its
business.

ASSET MANAGEMENT

The Company maintains sufficient quantities of product inventories to
achieve high order fill rates. The Company believes that the risks associated
with slow moving and obsolete inventory are substantially mitigated by
protection and stock return privileges provided by suppliers. In the event of a
supplier price reduction, the Company generally receives a credit for products
in its inventory. In addition, the Company has the right to return a certain
percentage of purchases, subject to certain limitations. Historically, price
protection, stock return privileges, and inventory management procedures have
helped to reduce the risk of decline in the value of inventory. The Company's
risk of decline in the value of inventory 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. Inventory levels may vary from period to period, due in part to the
addition of new suppliers or new lines with current suppliers and large cash
purchases of inventory due to advantageous terms offered by suppliers. See "Risk
Factors -- Risk of Inventory Losses."

The Company offers various credit terms to qualifying customers as well as
prepay, credit card, and COD terms. The Company closely monitors customers'
creditworthiness through its on-line computer system which contains detailed
information on each customer's payment history and other relevant information.
In addition, the Company participates in a national credit association which
exchanges credit rating information on customers of association members. In most
markets, the Company utilizes various levels of credit insurance to allow sales
expansion and control credit risks. The Company establishes reserves for
estimated credit losses in the normal course of business. Historically, the
Company has not experienced credit losses materially in excess of established
credit loss reserves.

CHANGES IN ACCOUNTING STANDARDS

The Company will adopt Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of " ("FAS 121") in 1996. The Company does not expect the adoption
of FAS 121 to have a material effect on its financial condition or results of
operations.

The Company will adopt Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("FAS 123") in 1996. As permitted by
FAS 123, the Company will continue to measure compensation cost in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." Therefore, the adoption of FAS 123 will have no impact on the
Company's financial condition or results of operations.

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BUSINESS

OVERVIEW

Ingram Micro offers one-stop shopping to its reseller customers by
providing a comprehensive inventory of more than 36,000 products from over 1,100
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 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. The Company's suppliers include Apple Computer, Cisco Systems, Compaq
Computer, Creative Labs, Hewlett-Packard, IBM, Intel, Microsoft, NEC, Novell,
Quantum, 3Com, Toshiba, and U.S. Robotics.

Ingram Micro distributes microcomputer products through warehouses in eight
strategic locations in the continental United States and 21 international
warehouses 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 second largest
full-line distributor in Europe, based on publicly available data and
management's knowledge of the industry. In 1995, approximately 31% of the
Company's net sales were derived from operations outside the United States. The
Export Division fulfills orders from U.S. exporters and from foreign customers
in countries where the Company does not operate a distribution subsidiary,
including much of Latin America, the Middle East, Africa, Australia, and parts
of Europe and Asia. The Company participates in the master reseller business in
the United States through Ingram Alliance.

The Company's principal objective is to enhance its position as the
preeminent wholesale distributor of microcomputer products worldwide. The
Company's belief that it is the preeminent wholesale distributor of
microcomputer products is based on publicly available data and management's
knowledge of the industry. The Company is focused on providing a broad range of
products and services, quick and efficient order fulfillment, and consistent
on-time and accurate delivery to its reseller customers around the world. The
Company believes that IMpulse provides a competitive advantage through real-time
worldwide information access and processing capabilities. This on-line
information system, coupled with the Company's exacting operating procedures in
telesales, credit support, customer service, purchasing, technical support, and
warehouse operations, enables the Company to provide its reseller customers with
superior service in an efficient and low cost manner. In addition, to enhance
sales and to support its suppliers and reseller customers, the Company provides
a wide range of value-added services, such as technical training, order
fulfillment, tailored financing programs, systems configuration, and marketing
programs.

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June 29, 1996, the Company's net sales and net income increased 48.2% and 42.6%,
respectively, as compared to the net sales and net income levels achieved in the
twenty-six weeks ended July 1, 1995. The Company's growth during these periods
reflects substantial expansion in 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,
the establishment of Ingram Alliance, and the successful integration of ten
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 is highly leveraged and has relied heavily on
debt financing for its increasing working capital needs in connection with the
expansion of its business. See "Risk Factors -- Narrow Margins" and "-- Capital
Intensive Nature of Business; High Degree of Leverage."

THE INDUSTRY

The worldwide microcomputer products distribution industry generally
consists of suppliers, which sell directly to wholesalers, resellers, and
end-users; wholesale distributors, which sell to resellers; and resellers, which
sell to other resellers and directly to end-users. A variety of reseller
categories exists, including corporate resellers, VARs, systems integrators,
original equipment manufacturers, direct marketers, independent dealers,
owner-operated chains, franchise chains, and computer retailers. Different types
of resellers are defined and distinguished by the end-user market they serve,
such as large corporate accounts, small and medium-sized businesses, or home
users, and by the level of value they add to the basic products they sell.
Wholesale distributors generally sell only to resellers and purchase a wide
range of products in bulk directly from manufacturers. Different wholesale
distribution models have evolved in particular countries and geographies
depending on the characteristics of the local reseller environment, as well as
other factors specific to a particular country or region. The United States, for
example, is distinguished by the presence of master resellers, or aggregators,
which are functionally similar to wholesale distributors, but which focus on
selling relatively few product lines -- typically high volume, brand name
hardware systems -- to a network of franchised dealers and affiliates.

The growth of the microcomputer products wholesale distribution industry
continues to exceed that of the microcomputer industry as a whole. Faced with
the pressures of declining product prices and the increasing costs of selling
direct to a large and diverse group of resellers, suppliers are increasingly
relying upon wholesale distribution channels for a greater proportion of their
sales. To minimize costs and focus on their core capabilities in manufacturing,
product development, and marketing, many suppliers are also outsourcing an
increasing portion of certain functions such as distribution, service, technical
support, and final assembly to the wholesale distribution channel. Growing
product complexity, shorter product life cycles, and an increasing number of
microcomputer products due to the emergence of open systems architectures and
the recognition of certain industry standards have led resellers to depend on
wholesale distributors for more of their product, marketing, and technical
support needs. In addition, resellers are relying to an increasing extent on
wholesale distributors for inventory management and credit to avoid stocking
large inventories and maintaining credit lines to finance their working capital
needs. The Company believes that new opportunities for growth in the
microcomputer products wholesale distribution industry will emerge as new
product categories, such as computer telephone integration ("CTI") and the
digital video disc format, arise from the ongoing convergence of computing,
communications, and consumer electronics.

International markets, which represent over half of the microcomputer
industry's sales, are characterized by a more fragmented wholesale distribution
channel than in the United States. Increasingly, suppliers and resellers
pursuing global growth are seeking wholesale distributors with international
sales and support capabilities. In addition, the microcomputer products industry
in international markets is less mature and growing more rapidly than in the
United States, and as such, international growth opportunities for microcomputer
wholesaler distributors are significant.

The evolution of open sourcing during the past several years is a
phenomenon specific to the U.S. microcomputer products wholesale distribution
market. Historically, branded computer systems from large suppliers such as
Apple Computer, Compaq Computer, Hewlett-Packard, and IBM were sold in the
United States only through authorized master resellers. Under this single
sourcing model, resellers were required to

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purchase these products exclusively from one master reseller. Over the past few
years, competitive pressures have led some of the major computer suppliers to
authorize second sourcing, in which resellers may purchase a supplier's product
from a source other than their primary master reseller, subject to certain
restrictive terms and conditions (such as higher prices or the elimination of
floor planning subsidies). More recently, certain computer manufacturers have
authorized open sourcing, a model under which resellers can purchase the
supplier's product from any source on equal terms and conditions. The trend
toward open sourcing has blurred the distinction between wholesale distributors
and master resellers, which are increasingly able to serve the same reseller
customers, whereas previously master resellers had a captive reseller customer
base. The Company believes that continued movement towards second sourcing and
open sourcing puts the largest and most efficient distributors of microcomputer
products, which provide the highest value through superior service and pricing,
in the best position to compete for reseller customers.

The dynamics of the microcomputer products wholesale distribution business
favor the largest distributors which have access to financing and are able to
achieve economies of scale, breadth of geographic coverage, and the strongest
vendor relationships. Consequently, the distributors with these characteristics
are tending to take share from smaller distributors as the industry undergoes a
process of consolidation. The need for wholesale distributors to implement high
volume/low cost operations on a worldwide basis is continuing to grow due to
ongoing price competition, the increasing demand for value-added services, the
trend toward open sourcing, and the increasing globalization of the
microcomputer products industry. In summary, the microcomputer wholesale
distribution industry is growing rapidly while simultaneously consolidating,
creating an industry environment in which market share leadership and cost
efficiency are of paramount importance.

BUSINESS STRATEGY

The Company is the preeminent worldwide wholesale distributor of
microcomputer products and services and believes that it has developed the
capabilities and scale of operations critical for long-term success in the
microcomputer products distribution industry.

The Company's strategy of offering a full line of products and services
provides reseller customers with one-stop shopping. The Company generally is
able to purchase products in large quantities and to avail itself of special
purchase opportunities from a broad range of suppliers. This allows the Company
to take advantage of various discounts from its suppliers, which in turn enables
the Company to provide competitive pricing to its reseller customers. The
Company's international market presence provides suppliers with access to a
broad base of geographically dispersed resellers, serviced by the Company's
extensive network of distribution centers and support offices. The Company's
size has permitted it to attract highly qualified associates and increase
investment in personnel development and training. Also, the Company benefits
from being able to make large investments in information systems, warehousing
systems, and infrastructure. Further, the Company is able to spread the costs of
these investments across its worldwide operations.

The Company is pursuing a number of strategies to further enhance its
leadership position within the microcomputer marketplace. These include:

EXPAND WORLDWIDE MARKET COVERAGE. Ingram Micro is committed to extending
its already extensive worldwide market coverage through internal growth in all
domestic and international markets in which it currently participates. In
addition, the Company intends to pursue acquisitions, joint ventures, and
strategic relationships outside the United States in order to take advantage of
growth opportunities and to leverage its strong systems, infrastructure, and
international management skills.

The Company believes that its skills in warehouse operations, purchasing,
sales, credit management, marketing, and technical support enable it to expand
effectively and quickly into new markets. The Company integrates acquired
operations by incorporating its management philosophies and exacting operating
procedures, implementing its IMpulse information system, applying its functional
expertise, and training personnel on the Ingram Micro business model. Based upon
these capabilities, the Company believes it is in the best position to serve
global resellers, which are increasingly seeking a single source for
microcomputer products and services.

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By providing greater worldwide market coverage, Ingram Micro also increases
the scale of its business, which results in more cost economies. In addition, as
it increases its global reach, the Company diversifies its business across
different markets, reducing its exposure to individual market downturns. The
Company has grown its international operations principally through acquisitions
and currently has fully integrated operations in 15 countries outside the United
States: 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 second largest full-line distributor
in Europe, based on publicly available data and management's knowledge of the
industry. The Company's objective is to achieve the number one market share in
each of the markets in which it operates.

Ingram Micro will continue to focus on expansion of its operations through
acquisitions, joint ventures, and strategic relationships in order to take
advantage of significant growth opportunities around the world, both in
established and developing markets.

EXPLOIT INFORMATION SYSTEMS LEADERSHIP. Ingram Micro continually invests in
its information systems which are crucial in supporting the Company's growth and
its ability to maintain high service and performance levels. The Company has
developed a scalable, full-featured information system, IMpulse, which the
Company believes is critical to its ability to deliver worldwide, real-time
information to both suppliers and reseller customers. IMpulse is a single,
standardized information system, used across all markets worldwide, that has
been customized to suit local market requirements. The Company believes that it
is the only full-line wholesale distributor of microcomputer products in the
world with such a centralized global system.

IMpulse allows the Company's telesales representatives to deliver real-time
information on product pricing, inventory, availability, and order status to
reseller customers. Telesales representatives utilize the Company's Sales
Adjusted Gross Profit ("SAGP") pricing system to make informed pricing decisions
for each order through access to specific product and order related costs.
Considering the industry's narrow margins, the Company's ability to make
thousands of informed pricing decisions daily represents a competitive
advantage. In addition, the Company has a number of supporting systems,
including its Decision Support System ("DSS"), a multidimensional sales and
profitability analysis application. The Company continuously seeks to make
system modifications to provide greater capability and flexibility to the
Company's individual business units and markets.

The Company intends to continue to develop and expand the use of its
Customer Information Systems ("CIS"), which packages the full range of Ingram
Micro's electronic services into a single solution. CIS is designed to improve
the information flow from supplier to distributor to reseller to end-user in
order to conduct business in a cost-effective manner. It addresses the dynamic
requirements of various customer markets by offering a core group of services
through a number of different electronic media. By using CIS, resellers can
place orders directly, without the assistance of a telesales representative. The
Company plans further expansion in electronic links with reseller customers and
suppliers to provide better access to the Company's extensive database for
pricing, product availability, and technical information.

The Company will continue to invest in the enhancement and expansion of its
systems to create additional applications and functionality.

PROVIDE SUPERIOR EXECUTION FOR RESELLER CUSTOMERS. Ingram Micro continually
refines its systems and processes to provide superior execution and service to
reseller customers. The Company believes that the level of service achieved with
its systems and processes is a competitive advantage and has been a principal
contributor to its success to date.

Providing superior execution involves, among other factors, rapid response
to customer calls, quick access to relevant product information, high order fill
rates, and on-time, accurate shipments. The Company's information systems enable
telesales representatives to provide reseller customers with real-time inventory
and pricing information. Ingram Micro strives to maintain high order fill rates
by keeping extensive supplies of product in its 29 distribution centers
worldwide. In the United States and Canada, the Company has implemented control
systems and processes referred to as Bulletproof Shipping, which include
stock-keeping unit ("SKU") bar coding

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for all products and on-line quality assurance methods. As a result of this
program, substantially all orders in the United States received by 5:00 p.m. are
shipped on the same day, with highly accurate shipping performance.

Ingram Micro will continue to invest in the development of systems and
processes to improve execution. In the United States, the Company is currently
implementing CTI technology, which will provide automatic caller identification,
onscreen call waiting, and abandoned call management capabilities to telesales
and customer service associates. Also in the United States, the recently
installed POWER system will improve response time to reseller customers' product
returns and other customer service requests. To support future customer
requirements, the Company continues to expand and upgrade its distribution
network. For example, a new warehouse is under construction in Millington,
Tennessee. In Canada, a new returns center will be added near Toronto, Ontario.
The Company is implementing formal systems for evaluating and tracking key
performance metrics such as responsiveness to customers, process accuracy, order
processing cycle time, and order fulfillment efficiency. Ingram Micro will use
this customer satisfaction monitoring system to identify potential areas of
improvement as part of the Company's focus on providing superior service.

DELIVER WORLD-CLASS VALUE-ADDED SERVICES TO SUPPLIERS AND RESELLERS. Ingram
Micro is committed to providing a diverse range of value-added wholesaling and
"for fee" services to its supplier and reseller customers. Together, these
services are intended to link reseller customers and suppliers to Ingram Micro
as a one-stop provider of microcomputer products and related services, while
meeting demand by suppliers and resellers to outsource non-core business
activities and thereby lower their operating costs.

The Company's value-added wholesaling services include final assembly and
configuration of products, technical education programs, pre- and post-sale
technical support, order fulfillment, and product demo evaluation.

In addition to these value-added wholesaling services, the Company offers a
variety of "for fee" services for its reseller customers and suppliers. These
services include: contract configuration, contract fulfillment, contract
warehousing, contract telesales, contract credit/accounts receivable management,
contract inventory management, and contract technical support for customers. The
Company is focused on identifying and developing services that directly meet
reseller customer and supplier needs.

MAINTAIN LOW COST LEADERSHIP THROUGH CONTINUOUS IMPROVEMENTS IN SYSTEMS AND
PROCESSES. The microcomputer products industry is characterized by intense
competition and narrow margins, and as a result, achieving economies of scale
and controlling operating expenses are critical to achieving and maintaining
profitable growth.

Over the last five years, the Company has been successful in reducing SG&A
expenses (including expenses allocated from Ingram Industries) as a percentage
of net sales, from 5.8% in 1991 to 4.8% in 1995. The Company has embarked on a
number of programs that are designed to continue to reduce operating expenses as
a percentage of net sales.

Many U.S. developed programs continue to be adapted for implementation in
the Company's international operations. These programs include: (i) the use of
advanced inventory processes and techniques to reduce the number of shipments
from multiple warehouses to fulfill a single order; (ii) the use of proprietary
warehouse productivity programs, such as Bulletproof Shipping and Pick
Assignment; (iii) the enhancement of associates' productivity through the use of
technology such as CTI, and the expanded use of multimedia workstations for
functions such as Telesales and Customer Service; and (iv) the electronic
automation of the ordering and information delivery process through CIS to
decrease the number of non-order telesales calls. See "-- Information Systems."

The Company believes that the continued development of the IMpulse system
and related distribution processes represents an opportunity for the Company to
leverage operating costs across additional areas of the Company's operations.

DEVELOP HUMAN RESOURCES FOR EXCELLENCE AND TO SUPPORT FUTURE GROWTH. Ingram
Micro's growth to date is a result of the talent, dedication, and teamwork of
its associates. Future growth and success will be

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substantially dependent upon the retention and development of existing
associates, as well as the recruitment of superior talent.

The Company has invested in a number of programs and systems designed to
assist in the development and retention of its associates. The Company recently
formed its Leadership Institute to provide training on a global basis in areas
such as personal leadership and basic business fundamentals. In addition, the
Company provides specific functional training for associates through Company
programs such as the Sales, Purchasing, and Marketing Academies. Transferring
functional skills and implementing cross-training programs across all Ingram
Micro locations have proven to be important factors in the Company's growth and
international expansion. In conjunction with these programs, the Company intends
to expand its human resource systems to provide enhanced career planning,
training support, applicant tracking, and benefits administration. Also, the
Company continues to seek top quality associates worldwide through local,
professional, and college recruiting programs.

CUSTOMERS

Ingram Micro sells to more than 100,000 reseller customers in approximately
120 countries worldwide. No single customer accounted for more than 3% of Ingram
Micro's net sales in 1993, 1994, 1995, or the first half of 1996.

Ingram Micro is firmly committed to maintaining a strong customer focus in
all of the markets it serves. To best meet this key business objective, the
Company is organized along the lines of the three market sectors it serves: VAR,
Commercial, and Consumer. This organization permits the Company to identify and
address the varying and often unique requirements of each customer group, as
opposed to applying a uniform approach to distinctly different reseller
channels. This organization model is most fully developed in the United States
and Canada, and is described as follows:

- VAR sector. VARs develop computer solutions for their customers by adding
tangible value to a microcomputer product. These computer solutions range
from tailored software development to systems integration that meet
specific customer needs. Systems integrators, network integrators,
application VARs, and original equipment manufacturers ("OEMs") are
classified in this sector. In 1995, this sector contributed over 27% of
Ingram Micro's U.S. net sales (inclusive of Ingram Alliance and the
Export Division).

- Commercial sector. The Commercial sector includes chain/independent
dealers, corporate resellers, and direct marketers that sell a variety of
computer products. This sector continues to be Ingram Micro's largest
channel and contributed over 53% of the Company's 1995 U.S. net sales.

- Consumer sector. The Consumer sector includes computer superstores,
office product superstores, mass merchants, consumer electronics stores,
and warehouse clubs. In 1995, over 17% of the Company's U.S. net sales
came from this sector.

In addition to focusing on the VAR, Commercial, and Consumer market
sectors, the Company also has specialized strategic business units ("SBUs")
designed to provide additional focused marketing and support for specific
product categories or within specific markets. These product-focused SBUs
address the needs of resellers and suppliers for in-depth support of particular
product categories. These SBUs include the Technical

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Products Division, the Macintosh and Apple Computer Division, the Enterprise
Computing Division, and the Mass Storage Division. The Company's market-focused
SBUs, which include the Consumer Markets Division, the Education Division, and
the Government Division, are designed to meet the needs of resellers and VARs
who have chosen to concentrate on a particular customer market.

Customer organization along the VAR, Commercial, and Consumer market
sectors has been implemented to varying degrees throughout the Company's
worldwide operations and may not be as well defined as in the United States and
Canada. Specific market circumstances vary from country to country. In some
markets, a few large resellers dominate; in others, the customer base is more
diversified.

SALES AND MARKETING

Ingram Micro's telesales department is comprised of approximately 1,400
telesales representatives worldwide, of whom more than 800 representatives are
located in the United States. These telesales representatives assist resellers
with product specifications, system configuration, new product/service
introductions, pricing, and availability. The two main United States telesales
centers are located in Santa Ana, California and Buffalo, New York and are
supported by an extensive national field sales organization. Currently, Ingram
Micro has more than 130 field sales representatives worldwide, including more
than 50 in the United States.

In addition to customer organization along the VAR, Commercial, and
Consumer market sectors, the Company utilizes a variety of product-focused
groups specializing in specific product types. Specialists in processors, mass
storage, networks, and other product categories promote sales growth and
facilitate customer contacts for their particular product group. Ingram Micro
also offers a variety of marketing programs tailored to meet specific supplier
and reseller customer needs. Services provided by the Company's in-house
marketing services group include advertising, direct mail campaigns, market
research, retail programs, sales promotions, training, and assistance with trade
shows and other events.

In Canada, Ingram Micro has been organized along customer sector lines to
render more specialized service to each customer sector. Additionally, a
Montreal telesales center was opened in 1995 specifically to cover the
French-speaking market. The Corporate Reseller Division has 13 dedicated field
sales representatives to focus efforts on increasing penetration and protecting
market share. The VAR accounts have received increasing coverage from field
sales representatives, now one for each geographic region, along with dedicated
telesales operations in Vancouver and Montreal. Retail customers served by the
Consumer Markets Division benefit from usage of the electronic ordering systems
and manufacturer/customer symposiums tailored specifically to the Consumer
sector. The Company offers a myriad of marketing programs targeted at the
respective customer markets and are similar to the United States programs that
offer a graduated level of services based on monthly purchase volume.

In Europe, Ingram Micro relies more heavily on telesales to cover its
customer base than in the United States and Canada. In addition, the Company
maintains a relatively small field sales organization to serve larger customers
in each country. Many of the country operations have Technical Products
Divisions that employ dedicated technical sales representatives. The European
operation is expanding the presence of other product-specific divisions such as
the Mass Storage Division and the Macintosh Division. Ingram Micro employs many
of the same marketing tools in Europe as in the United States and Canada,
including product guides, catalogues, and showcases used to promote selected
manufacturers' product lines.

In Mexico, the sales team is comprised of both field sales representatives
and telesales representatives serving Mexico City, Merida, Guadalajara, Puebla,
Monterrey, Leon, and Hermosillo. Complementing this sales group are marketing
associates assigned to key supplier product lines. To best meet the
individualized needs of its increasingly diverse customer group, the Company is
in the process of realigning its sales and marketing workforce along VAR,
Commercial, and Consumer sectors throughout the branch network. This is
anticipated to be a strategic advantage as the trend toward greater customer
focus on particular markets continues to evolve in Mexico.

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Ingram Micro's Asia Pacific sales force is responsible for growing the
Company's sales in Singapore, Malaysia, Indonesia, The Philippines, Thailand,
India, and Hong Kong. Marketing support for this sales effort is based on
product line, but will eventually be aligned along VAR, Commercial, and Consumer
sectors.

The Company's Export Division is supported by a team of sales
representatives located in Miami, Florida and Santa Ana, California. The Miami
office covers the Caribbean, Puerto Rico, Ecuador, Colombia, Venezuela, Peru,
Chile, Argentina, Uruguay, and Brazil, while the Santa Ana Export
representatives sell and market Ingram Micro products and services to Japan, the
Middle East, and Australia. A satellite export sales office was opened in Tokyo
during the third quarter of 1995 to provide greater focus on the Japanese
market. The Belgian Export office, which is part of the Company's European
operations, serves Africa and areas of Europe where Ingram Micro does not have
an in-country sales and distribution operation.

PRODUCTS AND SUPPLIERS

Ingram Micro believes that it has the largest inventory of products in the
industry, based on a review of publicly available data with respect to its major
competitors. The Company distributes and markets more than 36,000 products from
the industry's premier microcomputer hardware manufacturers, networking
equipment suppliers, and software publishers worldwide. Product assortments vary
by market, and the relative importance of manufacturers to Ingram Micro varies
from country to country. On a worldwide basis, the Company's sales mix is more
heavily weighted toward hardware products and networking equipment than software
products. 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 Ingram Alliance, 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 believes that this is a trend that applies to the
microcomputer products distribution industry as a whole, and the Company expects
it to continue. See "Risk Factors -- Rapid Technological Change; Alternate Means
of Software Distribution" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."

In the United States, Ingram Micro's suppliers include almost all of the
leading microcomputer hardware manufacturers, networking equipment
manufacturers, and software publishers such as Apple Computer, Cisco Systems,
Compaq Computer, Creative Labs, Hewlett-Packard, IBM, Intel, Microsoft, NEC,
Novell, Quantum, 3Com, Toshiba, and U.S. Robotics. Internationally, Ingram Micro
has secured distribution agreements with most of the leading suppliers, and
products are added to the Company's mix in response to local market demands.

New products are continually evaluated and added to the Company's product
mix upon meeting Ingram Micro's business and technical standards. The Company
evaluates on average 160 products monthly. Each Ingram Micro entity has its own
procedure for assessing new products based on local market characteristics, but
all follow general guidelines utilizing certain business and technical criteria
including market size, demand, perceived value, industry positioning, support
required, ease of set-up, packaging quality, and error handling procedures. The
Company proactively pursues products representing the leading edge of
technology.

The Company's suppliers generally warrant the products distributed by the
Company and allow the Company to return defective products, including those that
have been returned to the Company by its customers. The Company does not
independently warrant the products it distributes.

The Company's business, like that of other wholesale distributors, is
subject to the risk that the value of its inventory will be affected adversely
by suppliers' price reductions or by technological changes affecting the
usefulness or desirability of the products comprising the inventory. 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. 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 Company does not believe that its business is substantially

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<PAGE> 41

dependent on the terms of any such agreements. Under the terms of many
distribution agreements, suppliers will credit the distributor for declines in
inventory value 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 those 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. While the industry practices discussed above are
sometimes not embodied in written agreements and do not protect the Company in
all cases from declines in inventory value, management believes that these
practices provide a significant level of protection from such declines. No
assurance can be given, however, that such practices will continue or that they
will adequately protect the Company against declines in inventory value. The
Company's risk of inventory loss 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. See "Risk Factors -- Product Supply; Dependence on Key Suppliers."

VALUE-ADDED SERVICES

The Company believes that there is a trend among wholesale distributors of
microcomputer products to increase available services for suppliers and
customers, and the Company is committed to being in the forefront of this trend.
Ingram Micro offers a myriad of programs and services to its supplier and
reseller customers as an integral part of its wholesaling efforts. The Company
categorizes these services into value-added wholesale distribution and "for fee"
services. Together, these services are intended to link reseller customers and
suppliers to Ingram Micro as a one-stop provider of microcomputer products and
related services, while meeting demand by suppliers and resellers to outsource
non-core business activities and thereby lower their operating costs.

The Company's value-added wholesaling services are an important complement
to its distribution activities and include final assembly and configuration of
products, technical education programs, pre- and post-sale technical support,
order fulfillment, and product demo evaluation.

Ingram Micro offers a selection of "for fee" services which reseller
customers and suppliers may avail themselves of, independent of product purchase
transactions. Many of the value-added wholesaling services are also included in
this set of "for fee" services, which include: contract configuration, contract
fulfillment, contract warehousing, contract telesales, contract credit/accounts
receivable management, contract inventory management, and contract technical
support for reseller customers and end-users. Management remains focused on
adding more value-added "for fee" services to meet reseller customer and
supplier needs.

Ingram Micro's value-added services for its reseller customers and
suppliers include:

- System Configuration. Final assembly and configuration of microcomputer
products for suppliers and reseller customers.

- Order Fulfillment. Fulfillment of end-user orders on behalf of suppliers
and reseller customers. This may include order-taking, configuration,
shipping, and collection.

- Electronic Services. Various electronic ordering and information delivery
media integrated under the Company's CIS program which enable suppliers
and reseller customers to interface directly with the Company's database.

- Technical Support. Pre- and post-sale technical support for reseller
customers.

- Tailored Marketing Services. A range of offerings including trade show
and symposium development, promotional advertising, end-user briefings,
and joint sales calls performed by Ingram Micro Sales and Marketing staff
for the benefit of reseller customers and suppliers.

- Financial Services. Includes accounts receivable financing, a purchase
order program, and credit insurance provided or arranged by Ingram
Financial Services Company for reseller customers.

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<PAGE> 42

- Inventory Management. A variety of services conducted for reseller
customers that includes contract warehousing, inventory tracking by
serial number, and other services.

- Telesales. Telesales performed by the Company for suppliers and reseller
customers.

- Warehousing. Leasing of warehouse space to suppliers and reseller
customers.

- Credit/Accounts Receivable Management. Providing reseller customers with
assistance in account collection, credit inquiries, and similar matters.

- Technical Education. Various computer-based and self-study training
programs, some leading to certification from suppliers.

- Warranty and Repair. Comprehensive warranty coverage on end-user systems.
This service is sub-contracted by Ingram Micro to third-party repair
businesses for reseller customers.

All of these services are currently available in the Company's U.S.
operations. The degree of implementation of these value-added services in Ingram
Micro's international operations varies depending on particular market
circumstances. Although the Company believes that value-added services are
important as a complement to its core business, such services do not, and are
not in the future expected to, generate a material percentage of the Company's
net sales. In addition, such value-added services do not, and are not in the
future expected to, require a material portion of the Company's resources.

INGRAM ALLIANCE

Ingram Micro entered the master reseller (also known as "aggregation")
business in late 1994 with the launch of Ingram Alliance. Ingram Alliance is
designed to offer resellers access to the industry's leading hardware
manufacturers at competitive prices by utilizing a lower cost business model
that depends upon a higher average order size, lower product returns percentage,
and supplier-paid financing. See "Risk Factors -- Narrow Margins" and "-- Risks
Associated with Ingram Alliance."

The Company believes that it has been able to leverage its leading
traditional wholesale distribution business in the United States to establish
its master reseller business. Over 95% of Ingram Alliance's sales are funded by
floor plan financing companies. The Company typically receives payment from
these financing institutions within three business days from the date of the
sale, allowing Ingram Alliance to operate at much lower relative working capital
levels than the Company's wholesale distribution business. Such floor plan
financing is typically subsidized for Ingram Alliance's reseller customers by
its suppliers.

Since its inception, Ingram Alliance has experienced rapid growth. In 1995,
Ingram Alliance achieved net sales in excess of $700 million, and it currently
has 12 suppliers and more than 800 reseller customers. Ingram Alliance's success
has, to a large degree, been attributable to its ability to leverage Ingram
Micro's distribution infrastructure and capitalize on strong supplier
relationships.

To support additional growth, Ingram Alliance remains committed to further
developing relations with key suppliers. These efforts are largely driven by
joint supplier/distributor sales calls, proposal and bid development programs,
and tailored marketing campaigns carried out by Ingram Alliance supplier program
teams.

Ingram Alliance pursues an integrated sales and marketing strategy to gain
new customers and grow its business. A fully-dedicated telesales team is in
place, which in conjunction with the Company's field sales representatives aims
to cultivate important relationships with reseller customers. Further, Ingram
Alliance provides a wide range of high quality "for fee" value-added services
for its customers including technical training and certification, warranty and
repair, fulfillment, technical support, contract warehousing, and configuration
services. Special promotional activities and creative financing packages are
additional incentives for resellers to do business with Ingram Alliance.

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<PAGE> 43

INFORMATION SYSTEMS

The Company's information system, IMpulse, is central to its ability to
provide superior execution to its customers, and as such, the Company believes
that it represents an important competitive advantage. See "Risk
Factors -- Dependence on Information Systems."

Ingram Micro's systems are primarily mainframe-based in order to provide
the high level of scalability and performance required to manage such a large
and complex business operation. IMpulse is a single, standardized, real-time
information system and operating environment, used across all of the Company's
worldwide operations. It has been customized as necessary for use in every
country in which the Company operates and has the capability to handle multiple
languages and currencies. On a daily basis, the Company's systems typically
handle 12 million on-line transactions, 26,000 orders, and 37,000 shipments. The
Company has designed IMpulse as a scalable system that has the capability to
support increased transaction volume. The overall on-line response time for the
Company's network of over 8,000 user stations (terminals, printers, personal
computers, and radio frequency hand held terminals) is less than one-half
second.

Worldwide, Ingram Micro's centralized processing system supports more than
40 operational functions including receiving, order processing, shipping,
inventory management, and accounting. At the core of the IMpulse system is
on-line, real-time distribution software to which considerable enhancements and
modifications have been made to support the Company's growth and its low cost
business model. The Company makes extensive use of advanced telecommunications
technologies with customer service-enhancing features, such as Automatic Call
Distribution to route customer calls to the telesales representatives. The
Telesales Department relies on its Sales Wizard system for on-line, real-time
tracking of all customer calls and for status reports on sales statistics such
as number of customer calls, customer call intentions, and total sales
generated. IMpulse allows the Company's telesales representatives to deliver
real-time information on product pricing, inventory, availability, and order
status to reseller customers. The SAGP pricing system enables telesales
representatives to make informed pricing decisions through access to specific
product and order related costs for each order. Considering the industry's
narrow margins, these pricing decisions are particularly important, and the
Company believes that its ability to make thousands of informed pricing
decisions daily represents a competitive advantage.

In the United States, the Company is in the process of implementing CTI
technology, which will provide the telesales and customer service
representatives with Automatic Number Identification capability and advanced
telecommunications features such as on-screen call waiting and automatic call
return, thereby reducing the time required to process customer orders and
customer service requests.

To complement Ingram Micro's telesales, customer service, and technical
support capabilities, IMpulse supports CIS, which integrates all of the
Company's electronic services into a single solution. CIS offers a number of
different electronic media through which customers can conduct business with the
Company, such as the Customer Automated Purchasing System ("CAPS"), Electronic
Data Interchange ("EDI"), the Bulletin Board Service, and the Ingram Micro Web
site. The Company's latest additions to CIS are its Internet-based Electronic
Catalog and Manufacturer Information Library. The Electronic Catalog provides
reseller customers with real-time access to product pricing and availability,
with the capability to search by product category, name, or manufacturer. The
Manufacturer Information Library is a comprehensive multi-manufacturer database
of timely and accurate product, sales, marketing, and technical information,
which is updated nightly for new information. Ingram Micro believes it is the
first microcomputer wholesale distributor to offer electronic access to
real-time product pricing, availability, and information on the World Wide Web.
All of Ingram Micro's CIS offerings are constantly being reviewed for
enhancement. For instance, a faster local network intranet solution to access
the Manufacturer Information Library is currently being tested, and ordering and
configuration capabilities through the Internet are under consideration.

The Company's warehouse operations use extensive bar-coding technology and
radio frequency technology for receiving and shipping, and real-time links to
UPS and FedEx for freight processing and shipment tracking. The Customer Service
Department uses the POWER System for on-line documentation and faster processing
of customer product returns. To ensure that adequate inventory levels are
maintained, the Company's buyers depend on the Purchasing system to track
inventory on a continual basis. Many other

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<PAGE> 44

features of IMpulse help to expedite the order processing cycle and reduce
operating costs for the Company as well as its reseller customers and suppliers.

To support and augment the Company's mainframe-based systems, the Company
utilizes a number of client-server applications. Examples are the Marketing
On-line Management System, a software application that provides management,
accountability, and financial controls for over 6,000 marketing projects;
APImage, an application that facilitates imaging of invoices and related
documents in the Accounts Payable department, substantially reducing paper
processing and improving document work flow; and DSS, a data warehousing
application that enables multidimensional sales and profitability analysis. In
the United States, over 330 associates across all functions have access to 75
million lines of data through DSS. DSS is used for, among other tasks, pricing
decisions and analysis of profitability by customer market and product category.
DSS is currently being implemented in Canada and the U.K., with plans to add
other international locations thereafter. The Company has also begun to deploy
other PC-based tools for both the United States and international locations,
including workstations in Telesales and Purchasing to assist with product
acquisition and pricing decisions.

The Company employs various security measures and backup systems designed
to protect against unauthorized use or failure of its information systems.
Access to the Company's information systems is controlled through the use of
passwords and additional security measures are taken with respect to especially
sensitive information. The Company has a five year contract with Sungard
Recovery Services for disaster recovery and twice per year performs a complete
systems test, including applications and database integrity. In addition, the
Company has back-up power sources for emergency power and also has the
capability to automatically reroute incoming calls, such as from its Santa Ana
(West Coast sales) facility to its Buffalo (East Coast sales) facility. The
Company has not in the past experienced significant failures or downtime of
IMpulse or any of its other information systems, but 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. See
"Risk Factors -- Dependence on Information Systems."

Over 350 experienced information technology professionals support the daily
maintenance and continuous development of the Company's systems.

OPERATIONS

ORDER ENTRY

The order entry process begins with the entry of a customer account number
by a telesales representative. With this input, IMpulse automatically displays
the customer's name, address, credit terms, financing arrangements, and
preferred shipping method. The telesales representative assists the customer
on-line with product lookups, real-time inventory availability, price inquiries,
and status of previous orders. As an order is entered, key information is filled
in by the system, such as product description, price, availability, and adjusted
gross margin. The closest warehouse to the customer with available product is
automatically determined, and the corresponding product quantity is reserved.
The system totals the order and automatically checks the customer's credit
status. The order is released for processing, unless credit limits are exceeded
or the order falls outside acceptable profit levels. In the latter case, the
order is put on hold and immediately elevated for review by credit or sales
management.

Reseller customers can also conduct business electronically through the
Company's CIS offerings such as CAPS, EDI, and IM On Line. By using CIS,
resellers can access the Company's database and place orders directly without
the assistance of a telesales representative. See "-- Information Systems."

SHIPPING

In most of Ingram Micro's operations, the Company's objective is to ship
substantially all orders received by 5:00 p.m. on the same day. In Canada,
France, Belgium, the U.K. and the Netherlands, the cut-off time for same day
shipment is 6:00 p.m. When an order is released, it is immediately available for
processing in the designated warehouse. IMpulse ensures cost efficient order
processing through a system called Pick Assignment which determines pick lists
based on the warehouse location of items ordered. In the distribution

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<PAGE> 45

centers, Ingram Micro relies on a sophisticated bar code reading system and a
flexible automated package handling system for picking, packing, and shipping
products accurately and cost effectively. In addition, IMpulse provides on-line
shipping, manifesting, freight costing, invoicing and package tracking
information.

The Company's warehouse inventories are maintained automatically by IMpulse
which updates stock levels and feeds this information to the purchasing system
for restocking as soon as an order is received. On-line quality assurance done
during receipt of inbound product and prior to the shipment of orders ensures
the integrity of warehouse stock inventory and the accuracy of shipments to
customers. See "Risk Factors -- Dependence on Independent Shipping Companies."

PURCHASING

To monitor product inventory, the purchasing staff, numbering over 260
worldwide, uses the IMpulse system inventory reports, which provide product
inventory levels, six months' sales history, month-to-date, and year-to-date
sales statistics by SKU and by warehouse location. Buyers carefully analyze
current and future inventory positions and profitability potential. Several
factors, such as inventory carrying cost, payment terms, purchase rebates,
volume discounts, and marketing funds are considered in negotiating deals with
suppliers. Buyers enter purchase orders into the IMpulse system, indicating the
SKU number, the quantity to be ordered, and the warehouse locations to which the
order should be shipped. Cost information and supplier terms and conditions are
automatically entered on the purchase order; and can be modified if different
terms have been negotiated. The IMpulse system automatically generates purchase
orders for each inventory warehouse location and transmits these orders directly
to the suppliers via EDI or facsimile. See "Risk Factors -- Risk of Declines in
Inventory Value."

A number of purchasing programs have been developed to exploit
opportunities unique to certain of the Company's operations. In Europe, the
country managers work together as a group to obtain the best available supplier
terms. The European "Inventory Sharing" program, when fully implemented, will
allow sales personnel in one market to order products that are out of stock or
otherwise unavailable in the local country from another European Ingram Micro
business unit. Benefits of this program include lower inventory costs, better
inventory turnover, and improved margins. In Canada, the U.S. Direct Fulfillment
Program allows the fulfillment of individual Canadian orders from the United
States as necessary. See "-- Geographic Tactics -- Canada" and "-- Europe."

GEOGRAPHIC TACTICS

Ingram Micro operates worldwide with a set of common, global strategies.
Recognizing the varying requirements of the Company's different geographic
markets, the Company has developed specific tactics to address local market
conditions. However, the Company's non-U.S. operations are subject to certain
additional risks. See "Risk Factors -- Exposure to Foreign Markets; Currency
Risk."

UNITED STATES

In the United States, the Company has undertaken a number of key
initiatives to enhance its position in the wholesale microcomputer marketplace:

- In an effort to capture an increased share of the VAR sector, the Company
will seek to convey to the market its superior ability to supply basic
wholesaling services to VARs, as well as its breadth of product offerings
to support vertical VAR customer sets. The Premier VAR Plus program has
been developed as the prime marketing vehicle for all VAR programs and
services. This program provides VARs with graduated levels of business
services based on monthly purchase volume. Such services include a
dedicated technical sales force, end-user leads, technology seminars, and
marketing symposiums.

- As a cornerstone of the Company's VAR efforts, the Enterprise Computing
Division continues to expand its penetration in markets for high-end
technical products such as UNIX, document imaging, and networking
equipment. This will be accomplished by developing programs which
institute a

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<PAGE> 46

Company-wide commitment to the UNIX VAR market, providing a sophisticated
sales force experienced in complex networking technology solutions,
partnering with key suppliers of high-end technical products, and
leveraging the Company's core competencies in electronic ordering and
configuration.

- In order to increase its share of the Consumer sector, the Company
maintains a team of sales account managers and business development
specialists dedicated to the Consumer account base. The aim of the
Consumer Markets Division is to provide a variety of value-added services
including inventory mix management, store personnel training, marketing
programs, and administration of supplier programs.

CANADA

While the Company's Canadian operation closely mirrors the U.S. operation,
initiatives unique to the Canadian operating environment have been developed and
are described below:

- The U.S. Direct Fulfillment Program has been instituted in Canada to take
advantage of its proximity to the United States. Through this program,
Canadian customers are currently able to receive products directly from
the Chicago distribution center. The expanded use of the U.S. Direct
Fulfillment Program will allow for greater breadth of SKUs and
manufacturers represented in the Canadian marketplace.

- As part of its overall strategy to grow share in the retail market, the
Canadian operation employs Dealer Development Representatives as a
special service to retail customers. These representatives visit
resellers to provide product education, display set-up assistance, and
provide other similar on-site services. In addition, the Company fields
on-site credit representatives to facilitate processing of financial
service applications of its retail customers.

EUROPE

One of the Company's key objectives is to become the market share leader in
Europe. The Company entered Europe in 1989 with an acquisition in Belgium. See
"Risk Factors -- Acquisitions." Through a series of small acquisitions, it has
rapidly grown to a pan-European presence with aggregate net sales of $1.8
billion in 1995, covering 11 countries: Austria, Belgium, Denmark, France,
Germany, Italy, the Netherlands, Norway, Sweden, Spain, and the United Kingdom.
The Company believes that it has the second largest market share position in
Europe and that it has a strong base for future growth and increased
profitability. Particular areas of focus in Europe include:

- The Company will seek to enhance gross margin in the European operation
through increased emphasis on high-end and higher margin technical
product sales and the implementation of the SAGP system.

- A program unique to Ingram Micro is Inventory Sharing. This program
allows sales personnel in one European market to order products that are
out of stock or otherwise unavailable in the local country from another
Ingram Micro business unit. The billing is done in the local currency
with all value-added taxes, tax reporting, and similar functions managed
automatically by the IMpulse system. Inventory sharing allows the Company
to expand its sales base without an expansion of inventory investment or
individual country expansion of stock product assortment. Benefits of the
program include lower inventory costs, better inventory turnover, and
improved gross margin. An important initiative is to add more country
operations to the inventory sharing program and to enhance the program
through coordinated purchasing among several countries.

- Continued cost reduction, as a percentage of net sales, and cost control
are important for boosting profitability in the European operation. The
Company aims to further reduce expense ratios of the individual business
units through increased sales volume, the continued development and
refinement of operations and management processes, and the increasing use
of selected U.S. and Canadian business programs.

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MEXICO/ASIA PACIFIC

Mexico. Ingram Dicom, a 70%-owned subsidiary of Ingram Micro, is the
leading wholesale distributor of microcomputer products in Mexico. Ingram Dicom
offers over 6,000 products to more than 5,900 reseller customers in Mexico. In
1995, over 85% of Ingram Dicom's net sales came from 1,100 resellers who
primarily service the country's major banks and businesses. Additionally, Ingram
Dicom also sells to a small but growing VAR client base and to mass merchant
retailers (e.g., Sam's Club, Sanborn's, Price Club).

As the local high technology market becomes more sophisticated, Ingram
Dicom intends to add higher volume, more specialized technical (e.g., UNIX,
networking) products to its inventory. Other important initiatives include
adding a wider selection of technical education courses, extending CAPS
electronic ordering throughout the entire Ingram Dicom operation, and offering a
broader range of financing options for reseller customers. The Company will also
continue to negotiate supplier terms and conditions aimed at limiting the
Company's exposure to foreign currency fluctuations.

Asia Pacific. Ingram Micro's Asia Pacific operations, supported by its
Singapore office and warehouse, focus on serving the Singapore, Malaysia,
Indonesia, Philippines, Thailand, India, and Hong Kong markets. Over 800
customers are currently served from the Singapore base, with approximately 64%
of these customers concentrated in the local Singapore market. The Company
operates a sales office in Tokyo serving the Japanese market. In addition, the
Company has recently acquired a distributor in Malaysia.

In building a solid regional Asia Pacific business, the Company intends to
leverage its systems capability, financial strength, management experience, and
excellent relationships with key suppliers. The initial aim of the Asia Pacific
strategy is to recruit new suppliers and reseller customers while further adding
experienced managers in key functional areas of the business. The Company is
currently exploring the possibility of establishing additional operations
through joint ventures or acquisitions. See "Risk Factors -- Acquisitions."

EXPORT MARKETS

Ingram Micro's Export Division continues to expand in international markets
where the Company does not have a stand-alone, in-country presence. The Miami,
Santa Ana, and Belgium offices serve more than 2,500 resellers in over 100
countries.

Key strategic objectives for the Export Division include increasing sales
and market share in each of the regions it serves primarily by providing a broad
product assortment, further cultivating key supplier relationships, and
expanding reseller service offerings. The Company will continue to position
itself as a global distributor of microcomputer products providing resellers in
all markets access to the Company's vast selection of products via its extensive
network of international and U.S. warehouses.

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 service, and
availability of technical and product information. The Company believes it
competes favorably with respect to each of these factors. As price points have
declined, the Company believes that value-added services capabilities (such as
configuration, innovative financing programs, order fulfillment, contract
telesales, and contract warehousing) will become more important competitive
factors.

The Company entered the master reseller business through Ingram Alliance in
late 1994. See "-- Ingram Alliance." 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.

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customers of the Company. For example, the Company intends to distribute media
in the new digital video 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. See "Risk Factors -- Intense Competition."

Ingram Micro's primary competitors include large United States-based
international distributors such as Merisel, Tech Data, and Arrow Electronics (a
worldwide industrial electronics distributor), as well as national distributors
such as AmeriQuest Technologies (majority owned by Computer 2000), Handleman,
Navarre, and Avnet. Ingram Alliance's principal competitors include such master
resellers as Intelligent Electronics, MicroAge, Datago, InaCom, and recent
entrant Tech Data Elect, a division of Tech Data. Ingram Micro competes
internationally with a variety of national and regional distributors. European
competitors include international distributors such as Computer 2000 (owned by
German conglomerate Viag AG), Merisel, and Softmart/Tech Data, and several local
and regional distributors, including Actebis, Scribona, and Microtech. In
Canada, Ingram Micro competes with Merisel, Globelle, Beamscope, and Tech Data.
Ingram Dicom is the leading distributor in Mexico, competing with such companies
as MPS, Merisel, Intertec, and Dataflux. In the Asia Pacific market, Ingram
Micro faces both regional and local competitors, of whom the largest is Tech
Pacific, a division of First Pacific Holdings, which operates in more than five
Asia Pacific markets.

Ingram Micro also competes with hardware manufacturers and software
publishers that sell directly to reseller customers and end-users.

FACILITIES

Ingram Micro's worldwide executive headquarters, as well as its West Coast
sales and support offices, are located in Santa Ana, California. The Company
also maintains an East Coast operations center in Buffalo, New York. A new
United States distribution center in Millington, Tennessee is expected to be
completed in April 1997, adding 600,000 square feet to the Company's warehouse
capacity. This distribution center will be strategically located near several
major transportation hubs and is expected to benefit from lower regional labor
costs. The U.S. network of distribution centers permits Ingram Micro to keep an
extensive supply of product close to its reseller customers, which enables the
Company to provide substantially all of its U.S. reseller customers with one- or
two-day ground delivery.

The principal properties of the Company consist of the following:

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USE FLOOR AREA IN SQ. FT.
- ------------------------------ ----------------------------------------- ---------------------
<S> <C> <C>
UNITED STATES
Santa Ana, CA................. Executive offices 389,245
Buffalo, NY................... Offices 175,000
Nashville, TN................. Data Processing Center 11,782
Millington, TN................ Distribution Center (under construction) 600,000
Chicago/Carol Stream, IL...... Distribution Centers 436,359
Fullerton, CA................. Distribution Center 273,760
Harrisburg, PA................ Distribution Center 230,000
Memphis, TN................... Distribution Center 160,000
Fremont, CA................... Distribution Center 141,540
Carrollton, TX................ Distribution Center 121,654
Atlanta, GA................... Distribution Center 83,049
Miami, FL..................... Distribution Center, Offices 52,080
Santa Ana, CA................. Returns Center, Offices 114,500
Fremont, CA................... Freight Consolidation Center 58,435
</TABLE>

44
<PAGE> 49

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USE FLOOR AREA IN SQ. FT.
- ------------------------------ ----------------------------------------- ---------------------
<S> <C> <C>
EUROPE
Brussels, Belgium............. Offices 33,600
Birkerod, Denmark............. Offices 22,281
Taastrup, Denmark............. Distribution Center 21,699
Lesquin, France............... Offices 37,088
Paris, France................. Offices 4,250
Roncq, France................. Distribution Center 96,000
Ottobrunn, Germany............ Offices 32,221
Kirchheim, Germany............ Distribution Center 75,904
Milan, Italy.................. Offices 17,114
Milan, Italy.................. Distribution Center 44,669
Rome, Italy................... Offices, Distribution Center 10,225
Utrecht, Netherlands.......... Offices 30,999
Vianen, Netherlands........... Distribution Center 61,149
Oslo, Norway.................. Offices, Distribution Center 53,595
Madrid, Spain................. Offices 17,689
Barcelona, Spain.............. Offices, Distribution Center 74,508
Kista, Sweden................. Offices 26,371
Sollentuna, Sweden............ Distribution Center 43,126
Milton Keynes, U.K............ Offices, Distribution Center 211,992
CANADA
Toronto, Ontario.............. Offices, Distribution Center 250,000
Vancouver, B.C................ Offices, Distribution Center 87,148
Montreal, Quebec.............. Offices 12,000
MEXICO
Mexico City, D.F.............. Offices, Distribution Center 65,695
Puebla, Puebla................ Offices, Distribution Center 11,679
Leon, Guanajuato.............. Offices, Distribution Center 11,206
Guadalajara, Jalisco.......... Offices, Distribution Center 9,967
Merida, Yucatan............... Offices, Distribution Center 6,437
Monterrey, Nuevo Leon......... Offices, Distribution Center 6,039
Hermosillo, Sonora............ Offices, Distribution Center 5,156
ASIA
Singapore..................... Offices, Distribution Center 20,989
Kuala Lumpur, Malaysia........ Offices, Distribution Center 6,000
Tokyo, Japan.................. Offices 720
</TABLE>

All of the Company's facilities, with the exception of the Brussels office
and the distribution centers in Chicago and Roncq, France are leased. These
leases have varying terms. The Company does not anticipate any material
difficulty in renewing any of its leases as they expire or securing replacement
facilities, in each case on commercially reasonable terms.

45
<PAGE> 50

TRADEMARKS AND SERVICE MARKS

The Company holds various trademarks and service marks, including, among
others, "Ingram Micro," "IMpulse," the Ingram Micro logo, "Partnership America,"
and "Leading the Way in Worldwide Distribution." Certain of these marks are
registered, or are in the process of being registered, in the United States and
various foreign countries. Even though the Company's marks may not be registered
in every country where the Company conducts business, in many cases the Company
has acquired rights in those marks because of its continued use of them.
Management believes that the value of the Company's marks is increasing with the
development of its business but that the business of the Company as a whole is
not materially dependent on such marks.

EMPLOYEES

As of June 29, 1996, the Company had approximately 8,119 associates located
as follows: United States -- 5,151, Europe -- 1,762, Canada -- 754,
Mexico -- 387, and Asia-Pacific -- 65. Ingram Micro believes that its success
depends on the skill and dedication of its associates. The Company strives to
attract, develop, and retain outstanding personnel. None of the Company's
associates in the United States, Europe, Canada, Malaysia, and Singapore are
represented by unions. In Mexico, Ingram Dicom has collective bargaining
agreements with one of the national unions. The Company considers its employee
relations to be good.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a
party or to which any of its property is subject.

46
<PAGE> 51

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to each
person who is an executive officer or director of the Company:

<TABLE>
<CAPTION>
NAME AGE PRESENT AND PRIOR POSITIONS HELD(1)
- ------------------------ --- ------------------------------------- YEARS POSITIONS HELD
----------------------------
<S> <C> <C> <C> <C> <C>
Jerre L. Stead(2) 53 Chief Executive Officer and Chairman Aug. 1996 - Present
of the Board
Chief Executive Officer and Chairman Jan. 1995 - Aug. 1995
of the Board, Legent Corporation, a
software development company
Executive Vice President, Chairman May 1993 - Dec. 1994
and Chief Executive Officer, AT&T
Corp. Global Information Solutions
(NCR Corp.), a computer
manufacturer
President and Chief Executive Sept. 1991 - Apr. 1993
Officer, AT&T Corp. Global Business
Communication Systems, a
communications company
Chairman, President and Chief Sept. 1988 - Aug. 1991
Executive Officer, Square D Co., an
electronics manufacturer
Jeffrey R. Rodek 43 President; Chief Operating Officer; Dec. 1994 - Present
Director
Senior Vice President, Americas and July 1991 - Sept. 1994
Caribbean, Federal Express, an
overnight courier firm
Senior Vice President, Central Dec. 1989 - July 1991
Support Services, Federal Express
David R. Dukes(3) 52 Vice Chairman Apr. 1996 - Present
Co-Chairman Jan. 1992 - Apr. 1996
Chief Executive Officer, Ingram Jan. 1994 - Present
Alliance
Chief Operating Officer Sept. 1989 - Dec. 1993
Director Sept. 1989 - Present
President Sept. 1989 - Dec. 1991
Sanat K. Dutta 47 Executive Vice President Aug. 1994 - Present
Senior Vice President, Operations May 1988 - Aug. 1994
John Wm. Winkelhaus, II 46 Executive Vice President; President, Jan. 1996 - Present
Ingram Micro Europe
Senior Vice President, Ingram Micro Feb. 1992 - Dec. 1995
Europe
Senior Vice President, Sales Apr. 1989 - Jan. 1992
Michael J. Grainger 44 Chief Financial Officer May 1996 - Present
Vice President and Controller, Ingram July 1990 - Present
Industries
James E. Anderson, Jr. 48 Senior Vice President, Secretary, and Jan. 1996 - Present
General Counsel
Vice President, Secretary, and Sept. 1991 - Present
General Counsel, Ingram Industries
Partner, Dearborn & Ewing, a law firm Jan. 1986 - Sept. 1991
Douglas R. Antone 43 Senior Vice President; President, June 1994 - Present
Ingram Alliance
Senior Vice President, Worldwide Nov. 1993 - May 1994
Sales and Marketing, Borland
International, a software
development company
Senior Vice President, Worldwide July 1990 - Nov. 1993
Sales, Borland International
</TABLE>

47
<PAGE> 52

<TABLE>
<CAPTION>
NAME AGE PRESENT AND PRIOR POSITIONS HELD(1)
- ------------------------ --- ------------------------------------- YEARS POSITIONS HELD
----------------------------
<S> <C> <C> <C> <C> <C>
Larry L. Elchesen 46 Senior Vice President June 1994 - Present
President, Ingram Micro Canada May 1989 - Present
Philip D. Ellett 42 Senior Vice President; General Jan. 1996 - Present
Manager, U.S. Consumer Markets
Division
President, Gates/Arrow, an Aug. 1994 - Dec. 1995
electronics distributor
President and Chief Executive Oct. 1991 - Aug. 1994
Officer, Gates/F.A. Distributing,
Inc.
President and Chief Operating Oct. 1990 - Oct. 1991
Officer, Gates/F.A. Distributing,
Inc.
David M. Finley 55 Senior Vice President, Human July 1996 - Present
Resources
Senior Vice President, Human May 1995 - July 1996
Resources, Budget Rent a Car, a car
rental company
Vice President, Human Resources, The Jan. 1977 - May 1995
Southland Corporation, a
convenience retail company
Robert Furtado 40 Senior Vice President, Operations Aug. 1994 - Present
Vice President, Operations July 1989 - Aug. 1994
Robert Grambo 32 Senior Vice President, Telesales Oct. 1995 - Present
Vice President, Sales Apr. 1994 - Sept. 1995
Vice President, Product Marketing Apr. 1993 - Mar. 1994
President, Bloc Publishing Corp., a Apr. 1992 - Apr. 1993
software publishing firm
Senior Director, Purchasing, Ingram Jan. 1990 - Apr. 1992
Micro
Ronald K. Hardaway 52 Senior Vice President; Chief Jan. 1992 - Present
Financial Officer, Ingram Micro
U.S.
Senior Vice President and Controller June 1990 - Jan. 1992
Gregory J. Hawkins 41 Senior Vice President, Sales Oct. 1995 - Present
Vice President, Sales Jan. 1993 - Oct. 1995
Vice President, Major Accounts Aug. 1992 - Jan. 1993
Director, Major Accounts, Consumer June 1992 - Aug. 1992
Markets
Director, Marketing Jan. 1991 - June 1992
James M. Kelly 60 Senior Vice President, Management Feb. 1991 - Present
Information Systems
David W. Rutledge 43 Senior Vice President, Asia Pacific, Jan. 1996 - Present
Latin America and Export Markets
Senior Vice President, Administration Sept. 1991 - Dec. 1995
Vice President, Secretary, and Jan. 1986 - Sept. 1991
General Counsel, Ingram Industries
Martha R. Ingram(4)(5) 61 Director May 1996 - Present
Chairman of the Board of Directors May 1996 - Aug. 1996
Chairman of the Board of Directors, June 1995 - Present
Ingram Industries
Director, Ingram Industries 1981 - Present
Chief Executive Officer, Ingram Apr. 1996 - Present
Industries
Director of Public Affairs, Ingram 1979 - June 1995
Industries
</TABLE>

48
<PAGE> 53

<TABLE>
<CAPTION>
NAME AGE PRESENT AND PRIOR POSITIONS HELD(1)
- ------------------------ --- ------------------------------------- YEARS POSITIONS HELD
----------------------------
<S> <C> <C> <C> <C> <C>
John R. Ingram(4) 35 Director Dec. 1994 - Present
Acting Chief Executive Officer May 1996 - Aug. 1996
Co-President, Ingram Industries Jan. 1996 - Present
President, Ingram Book Company Jan. 1995 - Present
Vice President, Purchasing, Ingram Jan. 1994 - Dec. 1994
Micro Europe
Vice President, Management Services, July 1993 - Dec. 1993
Ingram Micro Europe
Director of Management Services, Jan. 1993 - June 1993
Ingram Micro Europe
Director of Purchasing Apr. 1991 - Dec. 1992
David B. Ingram(4) 33 Director May 1996 - Present
Chairman and President, Ingram Mar. 1996 - Present
Entertainment
President and Chief Operating Aug. 1994 - Mar. 1996
Officer, Ingram Entertainment
Vice President, Major Accounts, Nov. 1993 - Aug. 1994
Ingram Entertainment
Assistant Vice President, Sales, June 1992 - Nov. 1993
Ingram Entertainment
Director, Sales, Ingram Entertainment July 1991 - June 1992
Philip M. Pfeffer 51 Director 1986 - Present
President and Chief Operating May 1996 - Present
Officer, Random House Inc., a
publishing company
Executive Vice President, Ingram Dec. 1981 - Mar. 1996
Industries
Chairman and Chief Executive Officer, Dec. 1981 - Dec. 1995
Ingram Distribution Group Inc.
Chairman, Ingram Micro Holdings Inc. Apr. 1989 - Oct. 1995
</TABLE>

- ---------------
(1) The first position and any other positions not given a separate corporate
identification are with the Company.

(2) Jerre L. Stead is a director of Armstrong World Industries, Inc. and TJ
International, Inc.

(3) David R. Dukes is a director of National Education Corporation.

(4) Martha R. Ingram is the mother of David B. Ingram and John R. Ingram. There
are no other family relationships among the above individuals.

(5) Martha R. Ingram is a director of Baxter International Inc., First American
Corporation, and Weyerhaeuser Co.

BOARD OF DIRECTORS

The Board of Directors currently consists of Mr. Stead, Mrs. Ingram and
Messrs. John R. Ingram, Rodek, Dukes, David B. Ingram, and Pfeffer. So long as
the Ingram Family Stockholders and their permitted transferees (as defined in
the Board Representation Agreement) own in excess of 25,000,000 shares of the
outstanding Common Equity, the Board Representation Agreement will provide 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 ("Independent
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. See "The Split-Off -- The Exchange." Although the identity
of the directors has not been determined, it is expected that three additional
independent directors will be designated as soon as practicable after the
closing of this offering.

COMMITTEES. The Board Representation Agreement provides for the formation
of certain committees of the Board of Directors. The bylaws of the Company will
be amended to specifically provide for four committees: an Audit Committee, a
Compensation Committee, an Executive Committee, and a Nominating Committee. The
Audit Committee will consist of at least three directors, and a majority of the
members of the Audit Committee will be Independent Directors. The functions of
the Audit Committee will be to recommend annually to the Board of Directors the
appointment of the independent auditors of the Company, discuss and

49
<PAGE> 54

review in advance the scope and the fees of the annual audit and review the
results thereof with the independent auditors, review and approve non-audit
services of the independent auditors, review compliance with existing major
accounting and financial reporting policies of the Company, review the adequacy
of the financial organization of the Company, and review management's procedures
and policies relating to the adequacy of the Company's internal accounting
controls and compliance with applicable laws relating to accounting practices.

The Compensation Committee will consist of three directors, one of whom
will be a director designated by the Ingram Family Stockholders and two of whom
will be Independent Directors. The functions of the Compensation Committee will
be to review and approve annual salaries, bonuses, and grants of stock options
pursuant to the 1996 Plan for all executive officers and key members of the
Company's management staff and to review and approve the terms and conditions of
all employee benefit plans or changes thereto.

The Executive Committee will consist of three directors, one of whom will
be a director designated by the Ingram Family Stockholders, one of whom will be
the director designated by the Chief Executive Officer of the Company, and one
of whom will be an Independent Director. The Executive Committee may approve
management decisions requiring the immediate attention of the Board of Directors
during the period of time between each regularly scheduled meeting of the Board.
The Executive Committee will not have authority to approve any of the following
items, all of which require the approval of the Board: (i) any action that would
require the approval of the holders of a majority of the stock held by certain
of the Ingram Family Stockholders or that would require approval of the holders
of a majority of the Common Equity under applicable law or under the Certificate
of Incorporation or Bylaws of the Company; (ii) any acquisition with a total
aggregate consideration in excess of 2% of the Company's stockholders' equity;
(iii) any action outside the ordinary course of business of the Company; or (iv)
any other action involving a material shift in policy or business strategy for
the Board.

The Nominating Committee will consist of three directors, two of whom will
be directors designated by the Ingram Family Stockholders, and one of whom will
be the director designated by the Chief Executive Officer of the Company. The
function of the Nominating Committee will be to recommend to the full Board of
Directors nominees for election as directors of the Company and to elect members
of committees of the Board of Directors.

COMPENSATION OF DIRECTORS. Directors of the Company do not currently
receive a salary or an annual retainer for their services. The Company expects
that following this offering, directors who are not employees of the Company
will be paid an annual retainer, plus reimbursement for expenses incurred in
attending meetings of the Board of Directors and committees thereof. In
addition, it is contemplated that such directors will receive options to
purchase Common Equity. The specific terms and conditions of such compensation
have not yet been decided. Directors who are also employees of the Company will
not receive any additional compensation for serving on the Board of Directors.

50
<PAGE> 55

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table provides information
relating to compensation for the year ended December 30, 1995 for the Company's
former Chief Executive Officer and the other four most highly compensated
executive officers of the Company (collectively, the "Named Executive Officers")
for services rendered by each Named Executive Officer during the year ended
December 30, 1995. A portion of this compensation was paid by Ingram Industries
and was included as a factor in the determination of intercompany charges paid
by the Company to Ingram Industries.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------
AWARDS
--------------- ALL
ANNUAL COMPENSATION SECURITIES OTHER
-------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION(S) YEAR(1) SALARY($)(2) BONUS($)(3) OPTIONS/SARS(#) ($)(4)
- ----------------------------------- ------- ------------ ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Linwood A. (Chip) Lacy, Jr.(5)..... 1995 $558,000 $ 414,057 -- $ 28,617
Former Chief Executive Officer
and Former Chairman of the Board
of Directors
Jeffrey R. Rodek................... 1995 392,820 267,089 240,258(6) 163,649
President, Chief Operating
Officer, and Director
David R. Dukes..................... 1995 260,130 205,611 -- 10,607
Vice Chairman of the Company,
Chief Executive Officer of Ingram
Alliance, and Director
Sanat K. Dutta..................... 1995 263,500 213,593 -- 12,365
Executive Vice President
John Wm. Winkelhaus, II............ 1995 250,000 130,441 -- 124,287
Executive Vice President and
President, Ingram Micro Europe
</TABLE>

- ---------------

(1) Under rules promulgated by the Securities and Exchange Commission, since the
Company was not a reporting company during the three immediately preceding
fiscal years, only the information with respect to the most recent completed
fiscal year is reported in the Summary Compensation Table.

(2) Includes amounts deferred under qualified and nonqualified defined
contribution compensation plans and pretax insurance premium amounts.

(3) Reflects amounts paid in 1996 in respect of the fiscal year ended December
30, 1995.

(4) Includes the following amounts: Mr. Lacy (group term life insurance, $3,600;
employer thrift plan contributions, $20,625; relocation, $4,392); Mr. Rodek
(group term life insurance, $1,632; employer thrift plan contributions,
$11,631; relocation, $150,386); Mr. Dukes (group term life insurance,
$1,152; employer thrift plan contributions, $9,455); Mr. Dutta (group term
life insurance, $2,784; employer thrift plan contributions, $9,581); and Mr.
Winkelhaus (group term life insurance, $1,006; employer thrift plan
contributions, $6,211; and expatriate compensatory payments, $117,070).

(5) Mr. Lacy was an employee of Ingram Industries at all times during 1995. All
amounts shown for Mr. Lacy were paid by Ingram Industries, and a portion of
such amounts is reflected in the Company's consolidated statement of income
under charges allocated from Ingram Industries.

(6) Represents options exercisable for 175,000 shares of Ingram Industries
common stock, which will be converted into options exercisable for 240,258
shares of Common Stock in connection with the Split-Off.

51
<PAGE> 56

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR. The following table provides
information relating to stock options granted to the Named Executive Officers
for the year ended December 30, 1995.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL
------------------------------------------------- REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE
UNDERLYING EMPLOYEES OF EXERCISE APPRECIATION FOR
OPTIONS/ THE COMPANY OR BASE OPTION TERM
SARS IN FISCAL PRICE EXPIRATION -------------------
NAME GRANTED YEAR ($/SH) DATE 5%($) 10%($)
- ---------------------------------- ---------- ------------ -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Linwood A. (Chip) Lacy, Jr. ...... -- -- -- -- -- --
Jeffrey R. Rodek(2)............... 240,258 22.95% $ 2.85 1/1/03 $326,532 $782,100
David R. Dukes.................... -- -- -- -- -- --
Sanat K. Dutta.................... -- -- -- -- -- --
John Wm. Winkelhaus, II........... -- -- -- -- -- --
</TABLE>

- ---------------

(1) The Company has, since December 30, 1995, granted certain options to
purchase Class B Common Stock, including options to purchase 150,000,
35,000, 40,000, and 40,000 shares, respectively, to Messrs. Rodek, Dukes,
Dutta, and Winkelhaus. Additionally, options to purchase Common Stock are
expected to be granted to certain of the Named Executive Officers
concurrently with the closing of this offering at the initial public
offering price set forth on the cover page of this Prospectus. See "-- 1996
Plan -- Options."

(2) Represents options exercisable for 175,000 shares of Ingram Industries
common stock, which will be converted into options exercisable for 240,258
shares of Common Stock in connection with the Split-Off. Mr. Rodek's options
vest according to the following schedule: 34,324 shares on January 1, 1997,
60,064 shares on January 1, 1998, 60,064 shares on January 1, 1999, 60,064
shares on January 1, 2000, and 25,742 shares on January 1, 2001.

STOCK OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTIONS/SAR VALUES. The following table provides information relating to stock
options and ISUs exercised by the Named Executive Officers during the year ended
December 30, 1995, as well as the number and value of securities underlying
unexercised stock options held by the Named Executive Officers as of December
30, 1995.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON AT YEAR END AT YEAR END
EXERCISE VALUE ------------------- ----------------
DURING REALIZED EXERCISABLE/ EXERCISABLE/
NAME 1995(1)(2) ($)(3) UNEXERCISABLE(2) UNEXERCISABLE
- ------------------------------ --------- ---------- ------------------- ----------------
<S> <C> <C> <C> <C>
Linwood A. (Chip) Lacy,
Jr. ........................ 1,613,158(4) $2,917,808 46,875/372,315(5) $87,656/$554,749(5)
Jeffrey R. Rodek.............. -- -- 0/274,580 0/214,400
David R. Dukes................ -- 518,063 30,032/278,184 41,097/570,335
Sanat K. Dutta................ -- -- 0/258,105 0/455,656
John Wm. Winkelhaus, II....... -- 278,600 0/244,376 0/450,216
</TABLE>

- ---------------

(1) Excludes Ingram Industries ISUs held by Messrs. Lacy, Dukes, and Winkelhaus
that matured in 1995 and were settled in cash.

(2) Reflects the conversion of shares of Ingram Industries common stock, or
options exercisable for shares of Ingram Industries common stock, into
shares of Class B Common Stock, or options exercisable for shares of Common
Stock, in connection with the Split-Off.

(3) Includes $830,408, $518,063, and $278,600 paid to Messrs. Lacy, Dukes, and
Winkelhaus, respectively, in connection with the settlement of ISUs.

(4) 1,544,513 of such shares were acquired from the E. Bronson Ingram Charitable
8% Remainder Unitrust and were deemed to be acquired from the Company.

(5) Excludes options exercisable for 12,731/101,121 shares of Ingram Industries
common stock with a value of $74,858/$540,997.

52
<PAGE> 57

PENSION PLAN

None of the Named Executive Officers other than Mr. Lacy participates in
the tax-qualified Ingram Retirement Plan and the non-qualified Ingram
Supplemental Executive Retirement Plan (the "Retirement Plans") sponsored by
Ingram Industries. At the time he left the Company, Mr. Lacy had earned one year
of credited service under the Retirement Plans.

Mr. Lacy's benefit from the Retirement Plans will be in the form of a
deferred annuity. At age 65, his life only annuities would be $178.70 per month
from the Ingram Retirement Plan and $539.70 per month from the Ingram
Supplemental Executive Retirement Plan. It is anticipated that the Company will
establish a qualified plan similar to the Ingram Industries qualified plan. None
of the Named Executive Officers will participate in the Company's qualified
retirement plan.

EMPLOYMENT AGREEMENTS

In August 1996, the Company entered into an agreement with Mr. Stead
pursuant to which he agreed to serve as Chief Executive Officer and Chairman of
the Board of the Company. The agreement provides for the grant to Mr. Stead of
options at the initial public offering price set forth on the cover page of this
Prospectus exercisable for 3,600,000 shares of Common Stock. Such options will
vest over an extended period, as described below. See "-- 1996 Plan -- Options."
Mr. Stead will not receive any salary, bonus, or other cash compensation during
the vesting period of such options; however, the Company has agreed to
compensate Mr. Stead in a mutually agreeable manner in the event that the
initial public offering price set forth on the cover page of this Prospectus
exceeds $14.00. The Company has also agreed to provide Mr. Stead and his spouse
with lifetime healthcare coverage, with a lifetime cap of $2.0 million, as well
as certain other perquisites.

In December 1994, the Company entered into an agreement with Mr. Rodek
pursuant to which he agreed to serve as President and Chief Operating Officer of
the Company and as a member of the Company's Board of Directors. The agreement
provides for a base salary, participation in the Company's Executive Incentive
Bonus Plan, and participation in the Company's health and benefit programs. Mr.
Rodek will receive a severance benefit equal to his annual base salary if the
Company terminates his employment without cause prior to January 1, 1998.

In April 1988, the Company entered into an agreement with Mr. Dutta
pursuant to which he agreed to serve as Senior Vice President, Operations. The
agreement provides for a base salary, participation in the Company's Executive
Incentive Bonus Plan, and participation in the Company's health and benefit
programs. Mr. Dutta will receive a severance benefit of nine months' base salary
if he is terminated without cause or 12 months' base salary if he is
involuntarily terminated or has a substantial change in title or reduction of
salary within 12 months of a change in control (as defined in the agreement).

In June 1991, the Company entered into an agreement with Mr. Winkelhaus
pursuant to which he agreed to serve as Senior Vice President, Ingram Micro
Europe. The agreement provides for a base salary, a housing cost and goods and
services differential, participation in the Company's Executive Incentive Bonus
Plan, and participation in the Company's health and benefit programs.

Mr. Lacy resigned as Chairman and Chief Executive Officer of the Company
effective May 31, 1996. Pursuant to an agreement (the "Severance Agreement"),
Mr. Lacy resigned from all positions with the Company, and resigned from all
positions with Ingram Industries and its other subsidiaries, except that Mr.
Lacy will remain a director of Ingram Industries until December 31, 1997, unless
earlier removed in accordance with the bylaws of Ingram Industries. In addition,
Mr. Lacy has agreed to serve as a director of the Company, if so requested by
Ingram Industries, until December 31, 1997.

Pursuant to the Severance Agreement, Mr. Lacy has agreed to cooperate with
the Company and Ingram Industries in connection with the consummation of the
Split-Off and this offering. Mr. Lacy has also agreed not to use or disclose
confidential information relating to the Company. Furthermore, Mr. Lacy has
agreed that until November 30, 1998, he will not compete with the Company or
solicit for hire any person who was or

53
<PAGE> 58

becomes an employee of the Company between December 1, 1995 and June 1, 1998.
Mr. Lacy has also agreed to similar restrictions with respect to the businesses
of Ingram Industries and its other subsidiaries.

The Company will pay Mr. Lacy one year's salary at the level in effect as
of the date of his resignation, and has paid Mr. Lacy $272,000, his earned bonus
for the first five months of 1996. In addition, the Severance Agreement provides
for the continuation of certain health and life insurance benefits for a period
of 12 months from the date thereof. Mr. Lacy will also receive certain payments
from Ingram Industries.

The shares of Ingram Industries common stock owned by Mr. Lacy will be
converted into shares of Class B Common Stock in connection with the Exchange.
These shares have been placed in an escrow account, although Mr. Lacy will be
permitted to sell such shares, subject to applicable tax and securities laws,
provided that the after-tax proceeds of such sales remain in the escrow account.
If at any time prior to December 1, 1998, Mr. Lacy breaches the terms and
conditions of the Severance Agreement, the Company shall have the right to be
reimbursed for its damages from this escrow account. Furthermore, Ingram
Industries and the Company may suspend any payments or obligations otherwise
owed to Mr. Lacy. If not earlier released due to the death of Mr. Lacy or a
Change of Control (as defined therein), fifty percent of the escrow account will
be released on June 1, 1998 and the remainder on December 1, 1998.

KEY EMPLOYEE STOCK PURCHASE PLAN

As of April 30, 1996, the Board of Directors of the Company adopted, and
Ingram Industries, as the sole stockholder of the Company, approved, the Key
Employee Stock Purchase Plan (the "Stock Purchase Plan"). The Company has
reserved 4,000,000 shares of Class B Common Stock to cover awards under the
Stock Purchase Plan.

Employee Offering. In the second quarter of 1996, the Company offered (the
"Employee Offering") 2,775,000 shares of its Class B Common Stock, of which
2,510,400 shares were purchased, in reliance upon Regulation D and Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"), for
$17,572,800, to certain of its officers. Such shares are subject to vesting,
certain restrictions on transfer, and repurchase by the Company upon termination
of employment.

Restricted Stock Grants. The Company also made grants pursuant to the
Stock Purchase Plan of an aggregate of 107,000 restricted shares of Class B
Common Stock to certain officers and employees of the Company, which shares will
vest 25% on April 1, 1998 and each year thereafter through 2001. Prior to
vesting, such shares are subject to forfeiture to the Company, with no
consideration paid to the holder thereof, upon termination of the holder's
employment.

1996 PLAN

As of April 30, 1996, the Board of Directors of the Company adopted, and
Ingram Industries, as the sole stockholder of the Company, approved, the 1996
Equity Incentive Plan (the "1996 Plan"). The Company currently intends to amend
the 1996 Plan, primarily to change the allowable vesting schedule for options
granted under the 1996 Plan and to permit options to be granted to purchase
shares of Common Stock in addition to Class B Common Stock. Options granted
prior to the closing of this offering will continue to be governed by the 1996
Plan as in effect prior to the amendment of the 1996 Plan concurrently with the
closing of this offering.

The purpose of the 1996 Plan is to attract and retain key personnel and to
enhance their interest in the Company's continued success.

The 1996 Plan is administered by the Board of Directors of the Company or a
committee appointed thereby (the "Committee"). The Committee has broad
discretion, subject to contractual restrictions affecting the Company, as to the
specific terms and conditions of each award and any rules applicable thereto,
including but not limited to the effect thereon of the death, retirement, or
other termination of employment of the participant.

54
<PAGE> 59

The 1996 Plan permits the granting of (i) stock options that qualify as
"Incentive Stock Options" under the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), (ii) options other than Incentive Stock Options
("Nonqualified Stock Options"), (iii) SARs granted either alone or in tandem
with other awards under the 1996 Plan, (iv) restricted stock and restricted
stock units, (v) performance awards, and (vi) other stock-based awards. The
Company has reserved approximately 10,000,000 shares of Common Equity (which may
be either Common Stock or Class B Common Stock) to cover awards under the 1996
Plan.

The Board of Directors may amend, alter, or terminate the 1996 Plan at any
time, provided that stockholder approval generally must be obtained for any
change that would require stockholder approval under Rule 16b-3 under the
Exchange Act or any other regulatory or tax requirement that the Board deems
desirable to comply with or obtain relief under and subject to the requirement
that no rights under an outstanding award may be impaired by such action without
the consent of the holder thereof. The Committee may amend or modify the terms
of any outstanding award but only with the consent of the participant if such
amendment would impair his rights. In the event of certain corporate
transactions or events affecting the shares or the structure of the Company, the
Committee may make certain adjustments as set forth in the 1996 Plan.

The 1996 Plan is not subject to any provision of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and is not qualified under
Section 401(a) of the Code.

Options. On June 25, 1996, the Company granted options to purchase an
aggregate of approximately 4,800,000 shares of Class B Common Stock under the
1996 Plan to all full-time employees of the Company who had at such time been
continuously employed by the Company since January 1, 1996, as well as to
certain employees of the Company, at the director level and above, who began
employment with the Company at a later date. The exercise price of these options
is $7.00 per share. These options, which are Incentive Stock Options to the
extent permitted under the terms of the 1996 Plan and the Code, will vest as
follows: (i) for officers of the Company, in four equal annual installments
commencing on April 1, 1998, and (ii) for non-officers, in five equal annual
installments commencing on April 1, 1997, in each case subject to continued
employment with the Company.

Concurrently with the closing of this offering, it is expected that the
Board of Directors will grant options under the 1996 Plan to purchase
approximately 4,400,000 shares of Common Stock to certain executive officers and
employees of the Company. The exercise price of these options will be equal to
the initial public offering price set forth on the cover page of this
Prospectus. Of such options, options to purchase 3,600,000 shares will be
granted to Mr. Stead pursuant to the employment agreement described above. See
"-- Employment Agreements." Of the total options being granted to Mr. Stead,
options to purchase 400,000 shares will vest immediately, and options to
purchase an additional 1,600,000 shares will vest in four equal installments
beginning April 1, 1998. The remaining options to purchase an additional
1,600,000 shares granted to Mr. Stead, as well as the options to purchase
800,000 shares to be granted to other executive officers and employees of the
Company, will vest over a fixed term, subject to continued employment with the
Company; however, such options will vest earlier if the Company achieves certain
performance criteria. The specific numbers of options to be granted to
individual executive officers will be determined prior to the closing of this
offering.

EXECUTIVE INCENTIVE BONUS PLAN

All officers of the Company are eligible to participate in the Company's
Executive Incentive Bonus Plan (the "Bonus Plan"). Pursuant to the Bonus Plan,
officers receive bonus payments based on the Company's meeting or exceeding
budgeted results, as well as individual achievement of previously agreed upon
goals.

ROLLOVER PLAN; INCENTIVE STOCK UNITS

In connection with the Split-Off, Ingram Industries options held by the
Company's employees and certain other Ingram Industries options and SARs will be
converted to Ingram Micro options ("Rollover Stock Options") to purchase shares
of Common Stock. In addition, holders of approximately 300,000 Ingram Industries
ISUs will have the option to exchange a portion of their ISUs for Rollover Stock
Options. See "The Split-Off -- The Exchange." Upon conversion, assuming all
eligible ISUs are exchanged, approximately

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<PAGE> 60

11,000,000 Rollover Stock Options will be outstanding, with exercise prices
ranging from $0.66 to $3.32 per share. See "The Split-Off -- The Exchange." The
majority of these options will be fully vested by the year 2000 and expire no
later than ten years from the date of grant. These vested options generally
become exercisable, if otherwise vested, upon the earlier of (i) nine months
after the Split-Off or (ii) a public offering of the shares, in each case
subject to the optionee's continued employment with any of the Company, Ingram
Industries, or Ingram Entertainment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors of the Company does not currently maintain a
separate compensation committee. Historically, base compensation of officers of
the Company, and Mr. Lacy's compensation under the Bonus Plan, has been
determined by the Executive Compensation Committee of the Ingram Industries
board of directors, which in 1995 consisted of E. Bronson Ingram, until his
resignation from the Board in May, and Messrs. Lacy and Pfeffer. Mr. Lacy did
not participate in the determination of his compensation. Compensation under the
Bonus Plan for all officers of the Company other than Mr. Lacy was determined by
the entire Board of Directors of the Company.

EMPLOYEE AND PRIORITY OFFERS

EMPLOYEE DIRECTED OFFER

Up to 500,000 shares of Common Stock offered in this offering (the
"Employee Shares") have been reserved for certain employees of the Company (the
"Employee Directed Offer"). Each such employee may apply to purchase a number of
shares of Common Stock within a specified range at the initial public offering
price set forth on the cover page of this Prospectus and on the same terms and
conditions as the shares being offered to the general public. Any purchasers who
are affiliates of the Company will represent that any purchases are being made
for investment purposes only.

In the event that the demand for Employee Shares exceeds the number of
shares of Common Stock available under the Employee Directed Offer, the maximum
number of Employee Shares available to each individual will be reduced to the
extent necessary so that the total subscriptions equal the number of available
Employee Shares. Any application for a number of shares that is less than the
employee's new maximum individual application size will be unaffected thereby.

PRIORITY OFFER

Up to 1,800,000 of the shares of Common Stock offered in this offering (the
"Priority Shares") have been reserved pursuant to a priority allocation offer
(the "Priority Offer"). The Priority Offer is being made to certain customers
and vendors of the Company, to certain other individuals, including certain
employees of Ingram Industries and Ingram Entertainment, and to Ingram
Industries. Ingram Industries may purchase approximately 300,000 shares of
Common Stock in connection with its obligations under certain deferred
compensation plans which relate to the performance of the Common Stock. Each
other such person may apply to purchase a number of shares of Common Stock
within a range based on certain individual factors relating to such person at
the initial public offering price set forth on the cover page of this Prospectus
and on the same terms and conditions as the shares being offered to the general
public. Any purchasers who are affiliates of the Company will represent that any
purchases are being made for investment purposes only.

In the event that the demand for Priority Shares exceeds the number of
shares of Common Stock available under the Priority Offer, the maximum number of
Priority Shares available to each purchaser other than Ingram Industries will be
reduced to the extent necessary so that the total subscriptions equal the number
of available Priority Shares. Any application for a number of shares that is
less than the applicant's new maximum individual application size will be
unaffected thereby.

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CERTAIN TRANSACTIONS

Historically, Ingram Industries has provided certain administrative
services to the Company. The Company is allocated a portion of the costs of
these administrative services. This allocation totaled $1.6 million, $2.4
million, $3.5 million, and $2.1 million in 1993, 1994, 1995, and the first half
of 1996, respectively. In connection with the Split-Off, the Company will enter
into the Transitional Service Agreements with Ingram Industries relating to the
continued provision of certain administrative services. The Company believes
that the terms of the Transitional Service Agreements will be on a basis at
least as favorable as those that would be obtained from third parties on an
arm's length basis. The Transitional Service Agreements generally terminate on
December 31, 1996, although payroll services under the Transitional Service
Agreements will be provided through December 31, 1997. After such termination,
the Company will be required to provide such services internally or find a
third-party provider of such services.

Additionally, Ingram Industries has provided a large portion of the debt
financing required by the Company in connection with its expansion. As of
December 31, 1994, December 30, 1995, and June 29, 1996, $449.4 million, $673.8
million, and $560.8 million, respectively, was outstanding to Ingram Industries.
Interest on such debt has been charged based on Ingram Industries' domestic
weighted average cost of funds. See Note 6 of Notes to Consolidated Financial
Statements. In connection with the Split-Off, substantially all of the debt
facilities of Ingram Industries guaranteed by the Company will be assumed by the
Company in satisfaction of amounts due to Ingram Industries. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

The Company leases certain office space near Buffalo, New York from a
partnership owned by certain members of the Ingram family. The lease agreement
expires January 31, 2013 and requires annual rental payments of approximately
$1.6 million. The partnership is in discussions with lenders with regard to a
possible restructuring of the lease agreement relating to this facility, which
could require the Company to capitalize this lease for financial reporting
purposes in the amount of approximately $15.0 million at June 29, 1996. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." The Company subleases its
facilities in Santa Ana, California and Harrisburg, Pennsylvania from Ingram
Industries pursuant to a sublease which expires March 1, 2007. The sublease
agreement requires annual rental payments of approximately $2.1 million. In
connection with the Split-Off, the Company is in discussions with the present
lessor (which now leases directly to Ingram Industries) with respect to entering
into a direct lease agreement under terms and conditions similar to the
sublease. Alternatively, the Company may acquire ownership of these facilities
for an aggregate amount of approximately $25.0 million, utilizing borrowings
under the Credit Facility. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." The Company's lease for its distribution center in Millington,
Tennessee is guaranteed by Ingram Industries. This guarantee provides for the
release of Ingram Industries' guarantee upon satisfaction by the Company of
certain financial requirements specified in the guarantee including consummation
of an initial public offering of at least $300 million. Certain of the Company's
other leases are guaranteed by Ingram Industries. The Company anticipates that
such guarantees will be released in connection with the Split-Off.

The Company extended a loan during 1995 to one of its senior executive
officers. This loan has been repaid in full. The largest aggregate amount
outstanding at any time during 1995 was $450,000. This loan bore interest at the
intercompany rate of interest paid by the Company to Ingram Industries.

In connection with the Split-Off, it is expected that agreements relating
to board representation and registration rights with respect to Common Stock
held by the Ingram Family Stockholders (including shares of Common Stock issued
upon conversion of Class B Common Stock) will be entered into by the Company and
the Ingram Family Stockholders. See "The Split-Off."

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<PAGE> 62

THE SPLIT-OFF

Immediately prior to the closing of this offering, Ingram Industries will
consummate the Split-Off. The consummation of the Split-Off is a non-waiveable
condition to the closing of this offering. The following is a summary of certain
of the material terms of the Split-Off.

THE EXCHANGE

Immediately prior to the closing of this offering, it is contemplated that
Ingram Industries will consummate the Exchange, under an Exchange Agreement (the
"Exchange Agreement"), pursuant to which the existing stockholders of Ingram
Industries may exchange a specified number of their shares of Ingram Industries
common stock for shares of Class B Common Stock of the Company and/or common
stock of Ingram Entertainment of equivalent value to the shares of Ingram
Industries so exchanged. See "Principal Stockholders." If all eligible
stockholders were to exchange all of their shares of Ingram Industries common
stock eligible to be exchanged, they would receive 107,251,352 shares of Class B
Common Stock. The exchange values were determined by the board of directors of
Ingram Industries, which relied in part on an opinion of a financial advisor to
the effect that the Exchange was fair to all involved parties. In the Exchange
Agreement, the Company covenants that, during the two-year period following the
Exchange, it will not (i) liquidate, merge, or consolidate with any other
person, or sell, exchange, distribute, or dispose of any material asset other
than in the ordinary course of business, (ii) with certain limited exceptions,
redeem or reacquire any of its capital stock transferred in the Exchange, (iii)
cease to conduct the principal active trade or business conducted by it during
the five years immediately preceding the Exchange, or (iv) otherwise take any
actions inconsistent with the facts and representations set forth in the private
letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding
certain federal income tax consequences of the Reorganization and Exchange, in
each case unless it first obtains an opinion from recognized tax counsel or a
ruling from the IRS that such action will not affect the qualification of the
transactions contemplated by the Exchange Agreement for tax-free treatment. All
such covenants were necessary to obtain the private letter ruling from the IRS.

Certain outstanding Ingram Industries options and SARs will be converted
to, and certain Ingram Industries ISUs may be exchanged for, Rollover Stock
Options. The exchange values for these options, SARs, and ISUs are primarily
based on the exchange value for the underlying common stock. The option, SAR,
and ISU exchange values were determined by the board of directors of Ingram
Industries in accordance with the respective plans under which they were issued.
If all eligible ISUs are exchanged, the total number of Rollover Stock Options
outstanding would be exercisable for approximately 11,000,000 shares of Common
Stock. See "Management -- Rollover Plan; Incentive Stock Units."

The Company and the Ingram Family Stockholders are expected to enter into
the Board Representation Agreement. So long as the Ingram Family Stockholders
and their permitted transferees (as defined in the Board Representation
Agreement) own in excess of 25,000,000 shares of the outstanding Common Equity,
the Board Representation Agreement will provide 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 Independent Directors (collectively, the "Designated
Nominees").

The Ingram Family Stockholders will be required to vote their shares of
Common Equity for the election of the Designated Nominees. In addition, certain
types of corporate transactions, including transactions involving the potential
sale or merger of the Company; the issuance of additional equity, warrants, or
options; acquisitions involving aggregate consideration in excess of 10% of the
Company's stockholders' equity; any guarantee of indebtedness of an entity other
than a subsidiary of the Company exceeding 5% of the Company's stockholders'
equity; and the incurrence of indebtedness in a transaction which could
reasonably be expected to reduce the Company's investment rating (i) lower than
one grade below the rating in effect immediately following this offering or (ii)
below investment grade, may not be entered into without the written approval of
at least a majority of the voting power deemed to be held (for purposes of the
Board Representation Agreement) by certain of the Ingram Family Stockholders,
acting in their sole discretion.

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<PAGE> 63

The Board Representation Agreement will terminate on the date on which the
Ingram Family Stockholders and their permitted transferees collectively cease to
beneficially own at least 25,000,000 shares of the Common Equity of the Company
(as such number may be equitably adjusted to reflect stock splits, stock
dividends, recapitalization, and other transactions in the capital stock of the
Company). All decisions for the Ingram Family Stockholders that are trusts or
foundations will be made by the trustees thereof, who in some cases are members
of the Ingram family.

The Ingram Family Stockholders and the other stockholders of Ingram
Industries who will receive shares of Class B Common Stock in the Exchange will
enter into a registration rights agreement (the "Registration Rights Agreement")
which grants the E. Bronson Ingram QTIP Marital Trust (the "QTIP Trust") demand
registration rights following the closing of this offering. Such demand
registration rights may be exercised with respect to all or any portion (subject
to certain minimum thresholds) of the shares of Class B Common Stock owned by
the QTIP Trust, one or more of the other Ingram Family Stockholders and certain
of their permitted transferees on up to three occasions during the 84-month
period following the closing of this offering; provided that the Company shall
not be obligated to effect (i) any registration requested by the QTIP Trust
unless the QTIP Trust has furnished the Company with an opinion of counsel to
the effect that such registration and any subsequent sale will not affect the
tax-free nature of the Split-Off or (ii) more than one demand registration
during any 12-month period.

The Registration Rights Agreement also grants one demand registration right
(subject to certain minimum thresholds) to members of the Ingram family (which
may only be exercised during the 84-month period following the closing of this
offering) and one demand registration right to certain minority stockholders of
the Company if a change of control of the Company occurs following the closing
of this offering but prior to the second anniversary of the Split-Off Date. The
minority stockholders will not be entitled to this registration right if they
were offered the opportunity to participate in the change of control
transaction.

The Registration Rights Agreement restricts the exercise by any party
thereto of a demand registration right, and provides that the Company will not
grant any registration rights to any other person that are more favorable than
those granted pursuant to the Registration Rights Agreement or that provide for
the exercise of demand registration rights sooner than three months following a
public offering in which such person was entitled to include its shares, unless
the number of shares requested to be included in such public offering exceeded
125% of the number of shares actually included.

In addition, the Registration Rights Agreement provides that the parties
thereto shall be entitled to unlimited "piggyback" registration rights in
connection with any proposed registration of equity securities by the Company
(with certain specified exceptions) during the 84-month period following the
completion of this offering. Employees who received shares in the Employee
Offering, and persons who have exercised Rollover Stock Options, are bound by
the provisions of the Registration Rights Agreement as if such employees were
parties thereto, and are entitled to the "piggyback" registration rights
provided therein, with respect to the portion of their shares of Class B Common
Stock that is no longer subject to restrictions.

The Registration Rights Agreement contains provisions regarding reduction
of the size of an offering that has been determined by the underwriters to have
exceeded its maximum potential size and contains certain customary provisions,
including those relating to holdback arrangements, registration procedures,
indemnification, contribution and payment of fees and expenses.

Pursuant to an agreement (the "Thrift Plan Liquidity Agreement") with the
Ingram Thrift Plan (the "Thrift Plan"), which will receive 10,007,000 shares of
Class B Common Stock in the Split-Off, during the 90-day period following each
of (i) the closing of this offering and (ii) the first anniversary of the
closing of this offering, the Company may elect to file a registration statement
under the Securities Act covering such number of shares as are required to be
sold by the Thrift Plan in order to comply with the requirements of ERISA or are
necessary to fund distributions to Thrift Plan participants ("Registrable
Securities"). If a registration statement covering the Registrable Securities
has not become effective during either such 90-day period, the Thrift Plan may
elect to sell any of such Registrable Securities to the Company during the
90-day period thereafter at the then-current fair market value of the Common
Stock; provided that the Company's

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<PAGE> 64

obligation in any fiscal year to purchase shares not required to fund
distributions by the Thrift Plan will be limited to the lesser of $10,000,000 or
3% of the Company's stockholders' equity as of the beginning of such fiscal
year. In addition, the Thrift Plan may elect to sell to the Company one time
each calendar month, such number of shares as are necessary to fund
distributions to Thrift Plan participants, except during such periods when the
Company has notified the Thrift Plan of the filing of a registration statement
covering Registrable Securities or when such a registration statement is
effective. The Company will not be obligated to make any repurchase pursuant to
the Thrift Plan Liquidity Agreement if it determines that to do so would
adversely affect the tax-free nature of the Split-Off or if such repurchase
would be prohibited by a credit facility of the Company. Of the 10,007,000
shares of Class B Common Stock to be received by the Thrift Plan, 9,207,000
shares will be subject to a lock-up agreement in connection with this offering.
See "Shares Eligible for Future Sale" and "Underwriters."

THE REORGANIZATION

The Company is currently a subsidiary of Ingram Industries, a company
controlled by the Ingram Family Stockholders. Ingram Industries is engaged in
various businesses in addition to that of the Company, including inland marine
transportation; the production and transport of specification commercial sand;
insurance; and the distribution of books, prerecorded video cassettes, laser
discs, video games, and spoken-word audio cassettes. It is contemplated that the
businesses of the Company, Ingram Industries, and Ingram Entertainment (each, an
"Ingram Company") and their respective subsidiaries will be reorganized as
described below. In conjunction with the Split-Off, the Company will assume
Ingram Industries' accounts receivable securitization program in partial
satisfaction of amounts due to Ingram Industries. The Company will repay the
remaining intercompany indebtedness with borrowings under the Credit Facility.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

Pursuant to a reorganization agreement (the "Reorganization Agreement"), it
is contemplated that each Ingram Company will agree to retain or assume, at the
time of the Reorganization, certain liabilities and obligations, including the
following: (i) liabilities and obligations incurred by such Ingram Company
(other than certain general corporate level liabilities of Ingram Industries)
with respect to periods ending on or prior to the closing of the Reorganization,
other than liabilities or obligations arising as a result of any intentional act
which is tortious or as a result of any illegal act (each, a "Designated
Action") committed by (x) a corporate officer of Ingram Industries (except for
actions that are believed by such person to be in furtherance of his duties as
an officer or employee of the Company, Ingram Entertainment, or their respective
subsidiaries, or the other subsidiaries or business operating units of Ingram
Industries), (y) any other employee of Ingram Industries whose responsibilities
are not primarily associated with the Company, Ingram Entertainment, or their
respective subsidiaries, or the other subsidiaries or business operating units
of Ingram Industries or (z) an employee (other than general corporate level
employees of Ingram Industries) of any other Ingram Company; (ii) liabilities
and obligations (other than general corporate level liabilities of Ingram
Industries) incurred by any other Ingram Company with respect to periods ending
on or prior to the closing of the Reorganization as a result of any Designated
Action committed by an employee of any such Ingram Company or certain
subsidiaries or business operating units of such Ingram Company; (iii) in the
case of Ingram Industries, certain general corporate level liabilities and
obligations up to an aggregate of $100,000 incurred by Ingram Industries with
respect to certain periods ending on or prior to the closing of the
Reorganization and recorded under Ingram Industries' internal accounting system
as "home office" liabilities, to the extent that such liabilities and
obligations are extraordinary in nature and arise out of the ordinary course of
business and were not accrued on Ingram Industries' year end 1995 balance sheet;
(iv) specified liabilities and obligations related to certain asset dispositions
and the settlement of certain claims; and (v) liabilities and obligations
incurred by such Ingram Company with respect to periods beginning after the
closing of the Reorganization. In addition, certain contingent assets or
liabilities, as well as fees and costs incurred in connection with the
Split-Off, will be shared 23.01% by Ingram Industries, 72.84% by the Company,
and 4.15% by Ingram Entertainment. These contingent liabilities include (i)
liabilities and obligations arising as a result of any Designated Action
committed by a corporate officer of Ingram Industries (except for actions that
are believed by such person to be in furtherance of his duties as an officer or
employee of the Company, Ingram

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Entertainment, or their respective subsidiaries or other designated affiliates,
or the other subsidiaries or designated affiliates of Ingram Industries), or any
other employee of Ingram Industries whose responsibilities are not primarily
associated with the Company, Ingram Entertainment, or their respective
subsidiaries, or the other subsidiaries or business operating units of Ingram
Industries; (ii) certain general corporate level liabilities and obligations, if
the aggregate of such liabilities and obligations incurred by Ingram Industries
exceeds $100,000, incurred by Ingram Industries with respect to periods ending
on or prior to the closing of the Reorganization and recorded under Ingram
Industries' internal accounting system as "home office" liabilities, to the
extent that such liabilities and obligations are extraordinary and non-recurring
in nature and arise out of the ordinary course of business and were not accrued
on Ingram Industries' 1995 balance sheet; (iii) certain liabilities and
obligations incurred by Ingram Industries in respect of specified individuals
pursuant to certain deferred compensation plans of Ingram Industries; and (iv)
assets, liabilities, and obligations arising in connection with certain
specified asset dispositions. The Company will not be responsible for any
liabilities except to the extent that the Company's share of such liabilities,
fees or costs and certain other amounts (net of any contingent assets) exceeds,
in the aggregate, $20,778,000. The Company is not currently aware of any such
liabilities, fees or costs that will require any further payment by the Company
(other than those which will be satisfied by a dividend, if any, to be paid to
stockholders of the Company in connection with and prior to the Split-Off, which
dividend, if paid, is not expected to be material in relation to the Company's
stockholders' equity or cash available for operations). There can be no
assurance that any further payment, which could be material, will not be
required in the future.

Pursuant to the Reorganization Agreement, each Ingram Company will agree to
conduct its business, from the date of the Reorganization Agreement until the
closing of the Reorganization, in the ordinary course of business consistent
with past practice. The Reorganization Agreement provides that at or prior to
the closing of the Reorganization, the Company and Ingram Entertainment will
enter into bank repurchase agreements with respect to securities of the Company
or Ingram Entertainment, respectively, received in connection with the Exchange
Agreement in exchange for shares of Ingram Industries common stock currently
held as collateral for certain loans made to stockholders of Ingram Industries.

Pursuant to the Reorganization Agreement, it is expected that each Ingram
Company will agree to indemnify each other Ingram Company from any and all
damage, loss, liability, and expense incurred as a result of any breach by such
party of any covenant or agreement pursuant to the Reorganization Agreement or
the failure by such party to perform its obligations with respect to any
liability retained or assumed by such party pursuant to the Reorganization
Agreement.

The Ingram Companies are also expected to enter into an employee benefits
transfer and assumption agreement (the "Employee Benefits Agreement"). The
Employee Benefits Agreement will provide for the allocation of employee benefit
assets and liabilities generally on a pro rata basis in respect of each Ingram
Company's current and former employees. Each Ingram Company will indemnify the
other parties with respect to such party's benefit-related assumed or retained
assets and liabilities.

In connection with the Reorganization, it is also contemplated that the
Ingram Companies will enter into a tax sharing and tax services agreement (the
"Tax Sharing Agreement"). Under the Tax Sharing Agreement, the Company will
agree that it will be liable for (i) its allocable share of the consolidated
federal income tax liability and any consolidated state income tax liability for
the year that includes the Split-Off and (ii) generally, 72.84% of any
adjustment in excess of reserves already established by Ingram Industries for
past federal or state income tax liabilities of Ingram Industries, Ingram
Entertainment, or the Company. Subject to certain consultation rights and
certain limited rights on the part of the Company to consent to a settlement,
Ingram Industries will have the right to control any audit or proceeding
relating to the Company for periods ending prior to the Split-Off. The Company
will share in any refunds received in respect of the carryback of any future tax
losses or credits it may suffer or receive. In addition, Ingram Industries and
Ingram Entertainment will each agree that, upon the exercise by one of its
employees of an option granted in connection with the Exchange, it will pay the
Company an amount equal to the tax benefit, if any, received from any
compensation deduction in respect of such exercise. Furthermore, if the
Split-Off fails to qualify for tax-free treatment as a result of a breach by one
of the Ingram Companies of specified representations or

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covenants contained in the Exchange Agreement, any resulting deficiency shall be
borne by such breaching Ingram Company.

In addition, until 1999, the Company will provide data processing services
to Ingram Industries and Ingram Entertainment for a fee to be determined. The
Ingram Companies will also enter into the Transitional Service Agreements
relating to the continued provision of certain administrative services
(including cash management, insurance, employee benefits, and payroll
administration). The Transitional Service Agreements are expected to be on terms
comparable to those that would be obtained from third parties on an arms' length
basis.

CONDITIONS TO THE SPLIT-OFF

The Split-Off is subject to the satisfaction or waiver of certain
conditions including, without limitation, (i) receipt of a private letter ruling
from the IRS satisfactory to Ingram Industries and certain of the Ingram Family
Stockholders as to the tax-free nature of the Split-Off and a determination by
the board of directors of Ingram Industries and each of the Ingram Family
Stockholders that nothing has come to their attention that causes them to
conclude that significant questions exist as to the validity of the ruling as
applied to the Reorganization or the Exchange; (ii) the absence of any law,
judgment, injunction, order or decree which prohibits consummation of the
Split-Off; (iii) the effectiveness of certain ancillary agreements; (iv) receipt
of required regulatory approvals and third-party consents; (v) consummation of
the scheduled refinancing and assumption of debt; and (vi) settlement of
intercompany receivables and payables. The Exchange Agreement may be terminated
by the board of directors of Ingram Industries or the holders of a majority of
the outstanding shares of Ingram Industries common stock at any time prior to
the closing of the Split-Off.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of July 31, 1996, as
adjusted for (i) the Split-Off and (ii) the issuance of the Common Stock offered
hereby as if such transactions had occurred on July 31, 1996, with respect to
the beneficial ownership of each class of the Common Equity by (a) each person
known by the Company to own beneficially more than five percent of the
outstanding shares of either class of the Common Equity; (b) each director; (c)
each of the Named Executive Officers; and (d) all executive officers and
directors of the Company as a group. See "Management" and "Certain
Transactions."

<TABLE>
<CAPTION>
COMMON
CLASS B COMMON STOCK COMMON STOCK EQUITY
------------------------------ -------------------------- ------------
SHARES SHARES PERCENTAGE
BENEFICIALLY PERCENTAGE BENEFICIALLY PERCENTAGE OF TOTAL
NAME OWNED OF CLASS OWNED OF CLASS VOTING POWER
- --------------------------------------- ------------ ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
E. Bronson Ingram QTIP Marital
Trust(1)(2).......................... 69,099,259 62.9% -- -- 61.8%
Ingram Thrift Plan(1).................. 10,007,000 9.1 -- -- 8.9
David B. Ingram(1)(2).................. 72,377,210(3)(4) 65.9 13,750(5) * 64.7
Robin Ingram Patton(1)(2).............. 71,646,916(3)(4) 65.2 -- -- 64.0
Orrin H. Ingram(1)(2).................. 73,157,670(3)(4) 66.6 56,250(5) * 65.4
Roy E. Claverie(1)..................... 10,859,083(3) 9.9 150,000(5) * 9.7
SunTrust Banks, Inc.(6)................ 12,115,391 11.0 -- -- 10.8
25 Park Place, NE
Atlanta, GA 30303
Jerre L. Stead......................... -- -- 400,000(7) 2.0 *
Jeffrey R. Rodek....................... 285,000 * -- -- *
David R. Dukes......................... 65,000 * 73,279(5) * *
Sanat K. Dutta......................... 85,000 * 37,412(5) * *
John Wm. Winkelhaus, II................ 85,000 * 42,560(5) * *
Martha R. Ingram(2).................... 83,740,788(3)(4) 76.2 -- -- 74.9
John R. Ingram(2)...................... 71,875,978(3)(4) 65.4 29,500(5) * 64.3
Philip M. Pfeffer...................... 1,972,476(4) 1.8 21,250(5) * 1.8
All executive officers and directors as
a group (21 persons)(2)(8)........... 91,067,943(3)(4) 82.9 953,405(5) 4.6 81.4
Linwood A. (Chip) Lacy, Jr............. 1,390,062 1.3 110,500(5) * 1.3
</TABLE>

- ---------------

* Less than one percent.

(1) The address for the indicated parties is: c/o Ingram Industries Inc., One
Belle Meade Place, 4400 Harding Road, Nashville, Tennessee 37205.

(2) David B. Ingram, Robin Ingram Patton, Orrin H. Ingram, John R. Ingram, and
Martha R. Ingram are trustees of the QTIP Trust, and accordingly could each
be deemed to be the beneficial owner of the shares held by the QTIP Trust.

(3) Includes 71,286,290; 71,266,588; 71,286,290; 10,387,004; 71,286,290;
81,702,786; and 83,870,115 shares, for David B. Ingram, Robin Ingram Patton,
Orrin H. Ingram, Roy E. Claverie, John R. Ingram, Martha R. Ingram, and all
executive officers and directors as a group, respectively, which shares are
held by various trusts or foundations of which these individuals are
trustees. Such individuals could each be deemed to be the beneficial owner
of the shares held by such trusts of which he or she is a trustee.

(4) Excludes for David B. Ingram 5,132,080 shares held by one or more trusts of
which he and/or his children are beneficiaries; for Robin Ingram Patton
2,932,917 shares held by one or more trusts of which she is a beneficiary;
for Orrin H. Ingram 1,441,856 shares held by one or more trusts of which he
and/or his children are beneficiaries; for John R. Ingram 2,732,815 shares
held by one or more trusts of which he and/or his children are
beneficiaries; for Mr. Lacy 223,097 shares held by a trust of which his
children are beneficiaries; for Mr. Pfeffer 234,348 shares held by his
children or one or more trusts of which his children are beneficiaries; and
for Mr. Claverie 244,912 shares held by his children or one or more trusts
of which he and/or his children are beneficiaries. Each such individual
disclaims beneficial ownership as to such shares.

(5) Represents Rollover Stock Options exercisable within 60 days of the date of
the table for shares of Common Stock.

(6) The address for SunTrust Banks, Inc. ("SunTrust") is 25 Park Place, NE,
Atlanta, Georgia 30303. All shares are held by SunTrust Bank Atlanta, a
subsidiary of SunTrust, as trustee for certain individuals. SunTrust and
certain of its subsidiaries may be deemed beneficial owners of such shares;
however, SunTrust and such subsidiaries disclaim any beneficial interest in
such shares.

(7) Represents the immediately exercisable portion of the options to be granted
to Mr. Stead effective upon the closing of this offering. See
"Management -- 1996 Plan -- Options."

(8) Excludes shares beneficially owned by Mr. Lacy, the Company's former Chief
Executive Officer and former Chairman of the Board of Directors.

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<PAGE> 68

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 265,000,000 shares
of Class A Common Stock, par value $0.01 per share, of which 20,000,000 shares
will be issued and outstanding upon the closing of this offering (assuming no
exercise of the U.S. Underwriters' over-allotment option), and 135,000,000
shares of Class B Common Stock, par value $0.01 per share, of which 109,868,752
shares will be issued and outstanding upon the closing of this offering. In
addition, the Company's Certificate of Incorporation (the "Certificate of
Incorporation") authorizes the issuance by the Company of up to 1,000,000 shares
of preferred stock, par value $0.01 per share (the "Preferred Stock"), on terms
determined by the Company's Board of Directors. The following description is a
summary of the capital stock of the Company and is subject to and qualified in
its entirety by reference to the provisions of the Certificate of Incorporation
and the Bylaws (the "Bylaws") of the Company, which are included as exhibits to
the Registration Statement of which this Prospectus forms a part.

COMMON EQUITY

The shares of Common Stock and Class B Common Stock are identical in all
respects, except for voting rights and certain conversion rights, as described
below.

VOTING RIGHTS. Each share of Common Stock entitles the holder to one vote
on each matter submitted to a vote of the Company's stockholders, including the
election of directors, and each share of Class B Common Stock entitles the
holder to ten votes on each such matter. Except as required by applicable law,
holders of the Common Stock and Class B Common Stock vote together as a single
class on all matters submitted to a vote of the stockholders of the Company.
There is no cumulative voting. See "Risk Factors -- Control by Ingram Family
Stockholders."

For so long as there are any shares of Class B Common Stock outstanding,
any action that may be taken at a meeting of the stockholders may be taken by
written consent in lieu of a meeting if the Company receives consents signed by
stockholders having the minimum number of votes that would be necessary to
approve the action at a meeting at which all shares entitled to vote on the
matter were present and voted. This could permit certain holders of Class B
Common Stock to take action regarding certain matters without providing other
stockholders the opportunity to voice dissenting views or raise other matters.
The right to take such action by written consent of stockholders will expire at
such time as all outstanding shares of Class B Common Stock cease to be
outstanding.

DIVIDENDS, DISTRIBUTIONS AND STOCK SPLITS. Holders of Common Stock and
Class B Common Stock are entitled to receive dividends at the same rate if, as,
and when such dividends are declared by the Board of Directors out of assets
legally available therefor after payment of dividends required to be paid on
shares of Preferred Stock, if any.

In the case of dividends or distributions payable in Common Stock or Class
B Common Stock, only shares of Common Stock will be distributed with respect to
the Common Stock and only shares of Class B Common Stock will be distributed
with respect to the Class B Common Stock. In the case of dividends or other
distributions consisting of other voting shares of the Company, the Company will
declare and pay such dividends in two separate classes of such voting
securities, identical in all respects, except that the voting rights of each
such security paid to the holders of the Common Stock shall be one-tenth of the
voting rights of each such security paid to the holders of Class B Common Stock,
and such security paid to the holders of Class B Common Stock shall convert into
the security paid to the holders of the Common Stock upon the same terms and
conditions applicable to the Class B Common Stock. In the case of dividends or
other distributions consisting of securities convertible into, or exchangeable
for, voting securities of the Company, the Company will provide that such
convertible or exchangeable securities and the underlying securities be
identical in all respects, except that the voting rights of each security
underlying the convertible or exchangeable security paid to the holders of the
Common Stock shall be one-tenth of the voting rights of each security underlying
the convertible or exchangeable security paid to the holders of Class B Common
Stock, and such underlying securities paid to the holders of Class B Common
Stock shall convert into the security paid to the holders of the Common Stock
upon the same terms and conditions applicable to the Class B Common Stock.

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<PAGE> 69

Neither the Common Stock nor the Class B Common Stock may be subdivided or
combined in any manner unless the other class is subdivided or combined in the
same proportion.

CONVERSION. The Common Stock has no conversion rights.

The Class B Common Stock is convertible into Common Stock, in whole or in
part, at any time and from time to time at the option of the holder, on the
basis of one share of Common Stock for each share of Class B Common Stock
converted. Each share of Class B Common Stock will also automatically convert
into one share of Common Stock upon the earliest to occur of (i) the fifth
anniversary of the closing of the Split-Off; (ii) the sale or transfer of such
share of Class B Common Stock (a) by a holder that is a party to the Board
Representation Agreement to any person that is not an affiliate, spouse or
descendant of such holder, their estates or trusts for their benefit or any
other party to the Exchange Agreement or (b) by any other holder, to a holder
that is not the spouse or descendant of such holder or their estates or trusts
for the benefit thereof; and (iii) the date on which the number of shares of
Class B Common Stock then outstanding is less than 25% of the aggregate number
of shares of Common Equity then outstanding.

LIQUIDATION. In the event of any dissolution, liquidation, or winding up of
the affairs of the Company, whether voluntary or involuntary, after payment of
the debts and other liabilities of the Company and making provision for the
holders of Preferred Stock, if any, the remaining assets of the Company will be
distributed ratably among the holders of the Common Stock and the Class B Common
Stock, treated as a single class.

MERGERS AND OTHER BUSINESS COMBINATIONS. Upon a merger, combination, or
other similar transaction of the Company in which shares of Common Equity are
exchanged for or changed into other stock or securities, cash and/or any other
property, holders of each class of Common Equity will be entitled to receive an
equal per share amount of stock, securities, cash, and/or any other property, as
the case may be, into which or for which each share of any other class of Common
Equity is exchanged or changed; provided that in any transaction in which shares
of capital stock are distributed, such shares so exchanged for or changed into
may differ as to voting rights and certain conversion rights to the extent and
only to the extent that the voting rights and certain conversion rights of
Common Stock and Class B Common Stock differ at that time.

OTHER PROVISIONS. The holders of the Common Stock and Class B Common Stock
are not entitled to preemptive rights. There are no redemption provisions or
sinking fund provisions applicable to the Common Stock or the Class B Common
Stock.

PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations prescribed
by the DGCL, or the rules of any quotation system or national securities
exchange on which stock of the Company may be quoted or listed, to provide for
the issuance of shares of Preferred Stock in one or more series; to establish
from time to time the number of shares to be included in each such series; to
fix the rights, powers, preferences, and privileges of the shares of each series
and any qualifications and restrictions thereon; and, to the extent permitted by
the DGCL, to increase or decrease the number of shares of such series, without
any further vote or action by the stockholders. Depending upon the terms of the
Preferred Stock established by the Board of Directors, any or all series of
Preferred Stock could have preference over the Common Stock with respect to
dividends and other distributions and upon liquidation of the Company or could
have voting or conversion rights that could adversely affect the holders of the
outstanding Common Stock. The Company has no present plans to issue any shares
of Preferred Stock.

LIMITATION OF LIABILITY; INDEMNIFICATION

As permitted by the DGCL, the Certificate of Incorporation provides that
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL (which currently provides that such
liability may be so limited, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or

65
<PAGE> 70

the repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit).

Each person who is or was a party to any action by reason of the fact that
such person is or was a director or officer of the Company shall be indemnified
and held harmless by the Company to the fullest extent permitted by the DGCL.
This right to indemnification also includes the right to have paid by the
Company the expenses incurred in connection with any such proceeding in advance
of its final disposition, to the fullest extent permitted by the DGCL. In
addition, the Company may, by action of the Board of Directors, provide
indemnification to such other employees and agents of the Company to such extent
as the Board of Directors determines to be appropriate under the DGCL.

As a result of this provision, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of his duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable. The Company also reserves the right to purchase and
maintain directors' and officers' liability insurance.

OTHER CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS

It is anticipated that the Bylaws will be amended, prior to the closing of
this offering, to implement certain provisions of the Board Representation
Agreement. The Board Representation Agreement contains additional provisions
relating to corporate governance. See "The Split-Off -- The Exchange." The
following discussion describes the Bylaws, as contemplated to be in effect as of
the closing of this offering. The Bylaws provide that a majority of the total
number of directors shall constitute a quorum for the transaction of business.
The Board of Directors may act by unanimous written consent.

Annual meetings of stockholders shall be held to elect the Board of
Directors and transact such other business as may be properly brought before the
meeting. Special meetings of stockholders may be called by the chairman and
shall be called by the secretary on the written request of stockholders having
10% of the voting power of the Company. The stockholders may act by written
consent in lieu of a meeting of stockholders until such time as all shares of
Class B Common Stock cease to be outstanding.

The Certificate of Incorporation may be amended with the approval of the
Board of Directors (by the vote required as described above), and for so long as
any shares of Class B Common Stock remain outstanding, in addition to any vote
required by law, any such amendment also requires the approval of the holders of
a majority of the Company's outstanding voting power and a majority of the
members of the Board of Directors. However, any amendment to the provisions of
the Certificate of Incorporation relating to the Common Equity also requires the
consent of a majority of the outstanding voting power held by the Ingram Family
Stockholders. The Bylaws may be amended with the approval of three-quarters of
the entire Board of Directors or by the holders of 75% of the Company's voting
power present and entitled to vote at any annual or special meeting of
stockholders at which a quorum is present.

The number of directors which shall constitute the whole Board of Directors
shall be fixed by resolution of the Board of Directors. The number of directors
shall in no event be less than five nor more than nine. The size of the initial
Board is fixed at seven members, but will be increased to eight or nine in
accordance with the Board Representation Agreement. The vote of a majority of
the entire Board is required for all actions of the Board. The directors shall
be elected at the annual meeting of the stockholders, except for filling
vacancies. Directors may be removed with the approval of the holders of a
majority of the Company's voting power present and entitled to vote at a meeting
of stockholders. Vacancies and newly created directorships on the Board of
Directors resulting from any increase in the number of directors may be filled
by a majority of the directors then in office, although less than a quorum, a
sole remaining director, or the holders of a majority of the voting power
present and entitled to vote at a meeting of stockholders. So long as the Ingram
Family Stockholders and their permitted transferees own at least 25,000,000
shares of the Common Equity, the Bylaws will provide for the appointment of the
Designated Nominees.

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<PAGE> 71

The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote generally, shall
constitute a quorum for stockholder action at any meeting.

SECTION 203 OF THE DGCL

After this offering, the Company will be subject to Section 203 of the DGCL
which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in a business combination (as defined therein) with an "interested
stockholder" (defined generally as any person who beneficially owns 15% or more
of the outstanding voting stock of the Company or any person affiliated with
such person) for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested
stockholder; (ii) upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation at the time the transaction
commenced (excluding for purposes of determining the number of shares
outstanding those shares owned (a) by directors who are also officers of the
corporation and (b) by employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer); or (iii) on or
subsequent to such date the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders by the
affirmative vote of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder.

TRANSFER AGENT

The Company will appoint a transfer agent and registrar for the Common
Stock prior to the closing of this offering.

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<PAGE> 72

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of this offering, the Company will have outstanding an
aggregate of 20,000,000 shares of Common Stock (23,000,000 if the U.S.
Underwriters' over-allotment option is exercised in full), and 109,868,752
shares of Class B Common Stock. Of the total outstanding shares of Common
Equity, only the shares of Common Stock sold in this offering will be freely
tradable without restriction or further registration under the Securities Act,
unless purchased by "affiliates" of the Company, as that term is defined in Rule
144 under the Securities Act (which sales would be subject to certain volume
limitations and other restrictions described below).

The remaining shares of Common Equity held by existing stockholders upon
completion of this offering will be "restricted securities" as that term is
defined in Rule 144 under the Securities Act. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are aggregated),
including an affiliate, who has beneficially owned shares for at least two years
(including, if the shares are transferred, the holding period of any prior owner
except an affiliate) is entitled to sell in "broker's transactions" or to market
makers, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of such class of the Common Equity (approximately
1,098,688 shares immediately after this offering) or (ii) generally, the average
weekly trading volume in such class of the Common Stock during the four calendar
weeks preceding the filing of a Form 144 with respect to such sale, and subject
to certain other limitations and restrictions. In addition, a person who is not
deemed to have been an affiliate of the Company at any time during the three
months preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least three years, would be entitled to sell such shares under
Rule 144(k) without regard to the volume and other requirements described above.
Shares of Common Equity that would otherwise be deemed "restricted securities"
could be sold at any time through an effective registration statement relating
to such shares of Common Equity.

Of the 109,868,752 shares of Class B Common Stock outstanding as of the
closing of this offering, 2,617,400 shares were acquired in July 1996 pursuant
to the Employee Offering and the concurrent grant of restricted stock awards,
and 107,251,352 shares will have been acquired pursuant to the Split-Off. Under
current law, absent registration or an exemption from registration other than
Rule 144, (a) no shares of Class B Common Stock will be eligible for sale as of
the date of this Prospectus; (b) 107,251,352 shares of Class B Common Stock will
be eligible for sale two years from the effective date of the Split-Off, and (c)
the 2,617,400 shares of Class B Common Stock sold in the Employee Offering in
July 1996 (or granted concurrently therewith) will be eligible for sale upon the
later of (i) July 1998 and (ii) for those shares pledged to secure purchase
money loans for such shares, two years after the release of such pledge. In
addition, the 2,617,400 shares of Class B Common Stock issued in July 1996 are
subject to contractual vesting restrictions, which restrictions begin to lapse
in April 1998.

Pursuant to the Registration Rights Agreement, the QTIP Trust, which after
the Split-Off will hold 69,099,259 shares of Class B Common Stock, has certain
demand registration rights with respect to all or any portion (subject to
certain minimum thresholds) of the shares of Class B Common Stock owned by the
QTIP Trust, one or more of the other Ingram Family Stockholders and certain of
their permitted transferees on up to three occasions during the 84-month period
following the closing of this offering; provided that the Company shall not be
obligated to effect (i) any registration requested by the QTIP Trust unless the
QTIP Trust has furnished the Company with an opinion of counsel to the effect
that such registration and any subsequent sale will not affect the tax-free
nature of the Split-Off or (ii) more than one demand registration during any
12-month period. The Registration Rights Agreement also grants one demand
registration right (subject to certain minimum thresholds) to members of the
Ingram family holding 18,209,986 shares of Class B Common Stock (which may only
be exercised within the 84-month period following the closing of this offering).
All holders of such demand registration rights are subject to the lock-up
agreements described below, and therefore are restricted from selling any shares
during the 180-day period following the date of this Prospectus. In addition,
the Registration Rights Agreement grants one demand registration right to
certain minority stockholders of the Company, if a change of control of the
Company occurs following the closing of this offering but prior to the second
anniversary of the Split-Off Date. The minority stockholders will not be
entitled to this registration right if they were offered the opportunity to
participate in the change of control transaction.

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<PAGE> 73

In addition, the Registration Rights Agreement provides that the recipients
of Class B Common Stock received in the Split-Off will be entitled to unlimited
"piggyback" registration rights in connection with any proposed registration of
equity securities by the Company (with certain specified exceptions) during the
84-month period following the closing of this offering. Employees who received
shares in the Employee Offering, holders of restricted stock granted at the time
of the Employee Offering, and persons who have exercised Rollover Stock Options,
are bound by the provisions of the Registration Rights Agreement as if such
employees were parties thereto, and are entitled to the "piggyback" registration
rights provided therein, with respect to the portion of their shares of Common
Equity that is no longer subject to restrictions.

Pursuant to the Thrift Plan Liquidity Agreement, the Thrift Plan has
certain rights to require the Company to purchase such shares of Class B Common
Stock as are required to be sold by the Thrift Plan in order to comply with the
requirements of ERISA or are necessary to fund distributions to Thrift Plan
participants, if the Company does not arrange for the registration of such
shares. Of the 10,007,000 shares of Class B Common Stock held by the Thrift
Plan, 9,207,000 shares will be subject to the lock-up agreements described
below.

The Company intends to file registration statements under the Securities
Act covering shares of Common Stock issuable upon exercise of options granted
under the Company's 1996 Plan and Rollover Plan. Such registration statements
are expected to be filed and become effective as soon as practicable after the
effective date of this offering. Accordingly, shares registered under such
registration statements will, subject to Rule 144 volume limitations applicable
to affiliates, be available for sale in the open market, unless such shares are
subject to vesting restrictions with the Company or the lock-up agreements
described below. Immediately following the closing of this offering, there will
be outstanding options exercisable for approximately 16,600,000 shares of Common
Equity. Of such options, approximately 2,600,000 Rollover Stock Options and
400,000 options granted to Mr. Stead will be exercisable immediately after the
closing of this offering for shares of Common Stock, although shares issuable
upon exercise of approximately 1,100,000 of such options will be subject to the
lock-up agreements described below. In addition, approximately 1,200,000
Rollover Stock Options will become exercisable on or prior to April 1, 1997,
although the shares issuable upon exercise of approximately 640,000 of such
Rollover Stock Options will be subject to the lock-up agreements described
below. In addition, on April 1, 1997, options granted to non-officers of the
Company pursuant to the 1996 Plan will become exercisable for approximately
700,000 shares of Class B Common Stock, none of which will be subject to the
lock-up agreements described below. See "Management -- 1996 Plan." See
"Management -- 1996 Plan" and "-- Rollover Plan; Incentive Stock Units."

The Company and its directors and executive officers, and certain
stockholders of the Company, have agreed, subject to certain exceptions, not to
offer, sell, contract to sell or otherwise dispose of any Common Stock for a
period of 180 days after the date of this Prospectus without the prior written
consent of Morgan Stanley & Co. Incorporated. Morgan Stanley & Co. Incorporated
has informed the Company that it has no present intention to consent to any such
transactions. Of the 107,251,352 shares of Class B Common Stock to be received
in the Split-Off, all but 3,855,882 shares are subject to such lock-up
agreements. Each holder of shares received in the Split-Off, in order to obtain
the private letter ruling from the IRS, has represented in the Exchange
Agreement that there is no plan or intention by such holder to sell, exchange,
transfer by gift or otherwise dispose of any of such holder's Class B Common
Stock subsequent to the Exchange. As described above, all such shares are
subject to restrictions on resale under Rule 144, including a two-year holding
period. However, 800,000 of such 3,855,882 shares are held by the Thrift Plan,
which has the registration rights described above, and therefore such shares may
be registered and be eligible for immediate resale under certain limited
circumstances. In addition, certain minority stockholders may have demand
registration rights under the Registration Rights Agreement upon a change of
control, as described above.

Prior to this offering, there has not been any public market for either
class of the Common Equity. No prediction can be made as to the effect, if any,
that market sales of shares or the availability of shares for sale will have on
the market price prevailing from time to time. Sales of substantial additional
amounts of Common Equity in the public market, or the perception that such sales
could occur, could adversely affect the prevailing market price of the Common
Stock.

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<PAGE> 74

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 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 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.

Prospective holders should consult their tax advisors with respect to the
particular tax consequences to them of owning and disposing of 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
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

70
<PAGE> 75

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 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 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 non-resident alien individuals and hold the 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
COMMON STOCK

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 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 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.

71
<PAGE> 76

UNDERWRITERS

Under the terms and subject to the conditions in an Underwriting Agreement
dated the date hereof (the "Underwriting Agreement"), the U.S. Underwriters
named below, for whom Morgan Stanley & Co. Incorporated, The Robinson-Humphrey
Company, Inc., Alex. Brown & Sons Incorporated, Hambrecht & Quist LLC, and J.C.
Bradford & Co. are serving as U.S. Representatives, and the International
Underwriters named below, for whom Morgan Stanley & Co. International Limited,
The Robinson-Humphrey Company, Inc., Alex. Brown & Sons Incorporated, Hambrecht
& Quist LLC, and J.C. Bradford & Co. are serving as International
Representatives, have severally agreed to purchase, and the Company has agreed
to sell to them severally, the respective number of shares of Common Stock set
forth opposite the name of each Underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
----------------------------------------------------------------- ----------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated..............................
The Robinson-Humphrey Company, Inc.............................
Alex. Brown & Sons Incorporated................................
Hambrecht & Quist LLC..........................................
J.C. Bradford & Co. ...........................................

----------
Subtotal.................................................... 16,000,000
----------
International Underwriters:
Morgan Stanley & Co. International Limited.....................
The Robinson-Humphrey Company, Inc.............................
Alex. Brown & Sons Incorporated................................
Hambrecht & Quist LLC..........................................
J.C. Bradford & Co. ...........................................

----------
Subtotal.................................................... 4,000,000
----------
Total.................................................. 20,000,000
=========
</TABLE>

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The U.S. Representatives and the
International Representatives are collectively referred to as the
"Representatives." The Underwriting Agreement provides that the obligations of
the several Underwriters to pay for and accept delivery of the shares of Common
Stock offered hereby are subject to the approval of certain legal matters by
their counsel and to certain other conditions. The Underwriters are obligated to
take and pay for all the shares of Common Stock offered hereby (other than those
covered by the over-allotment option described below) if any such shares are
taken.

72
<PAGE> 77

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions set
forth below, (a) it is not purchasing any U.S. Shares (as defined below) for the
account of anyone other than a United States or Canadian Person (as defined
below) and (b) it has not offered or sold, and will not offer or sell, directly
or indirectly, any U.S. Shares or distribute any prospectus outside the United
States and Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions set forth below, (a) it is not purchasing any International Shares
(as defined below) for the account of any United States or Canadian Person and
(b) it has not offered or sold, and will not offer or sell, directly or
indirectly, any International Shares or distribute any prospectus relating to
the International Shares within the United States or Canada or to any United
States or Canadian Person. With respect to any of The Robinson-Humphrey Company,
Inc., Alex. Brown & Sons Incorporated, Hambrecht & Quist LLC, and J.C. Bradford
& Co., the foregoing representations or agreements (i) made by it in its
capacity as a U.S. Underwriter shall apply only to shares of Common Stock
purchased by it in its capacity as a U.S. Underwriter, (ii) made by it in its
capacity as an International Underwriter shall apply only to shares of Common
Stock purchased by it in its capacity as an International Underwriter, and (iii)
shall not restrict its ability to distribute any prospectus relating to the
shares of Common Stock to any person. The foregoing limitations do not apply to
stabilization transactions or to certain transactions specified in the Agreement
Between U.S. and International Underwriters. As used herein, "United States or
Canadian Person" means any national or resident of the United States or Canada,
or any corporation, pension, profit-sharing or other trust or other entity
organized under the laws of the United States or Canada or of any political
subdivision thereof (other than a branch located outside the United States and
Canada of any United States or Canadian Person) and includes any United States
or Canadian branch of a person who is otherwise not a United States or Canadian
Person. All shares of Common Stock to be purchased by the U.S. Underwriters and
the International Underwriters are referred to herein as the "U.S. Shares" and
the "International Shares," respectively.

Pursuant to the Agreement Between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of shares of Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price of any
shares so sold shall be the Price to Public set forth on the cover page hereof,
in United States dollars, less an amount not greater than the per share amount
of the concession to dealers set forth below.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares of Common Stock, directly or indirectly, in
Canada in contravention of the securities laws of Canada or any province or
territory thereof and has represented that any offer of shares of Common Stock
in Canada will be made only pursuant to an exemption from the requirement to
file a prospectus in the province or territory of Canada in which such offer is
made. Each U.S. Underwriter has further agreed to send to any dealer who
purchases from it any shares of Common Stock a notice stating in substance that,
by purchasing such shares of Common Stock, such dealer represents and agrees
that it has not offered or sold, and will not offer or sell, directly or
indirectly, any of such shares of Common Stock in Canada or to, or for the
benefit of, any resident of Canada in contravention of the securities laws of
Canada or any province or territory thereof and that any offer of shares of
Common Stock in Canada will be made only pursuant to an exemption from the
requirement to file a prospectus in the province or territory of Canada in which
such offer is made, and that such dealer will deliver to any other dealer to
whom it sells any of such shares of Common Stock a notice to the foregoing
effect.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and during the period of six months after the date hereof will not offer
or sell any shares of Common Stock to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing,
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
Public Offers of Securities Regulations 1995 (the "Regulations"); (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Regulations with respect to anything done by it in

73
<PAGE> 78

relation to the shares of Common Stock offered hereby in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on to any person in the United Kingdom any document received
by it in connection with the offer of the shares of Common Stock, other than any
document which consists of, or is part of, listing particulars, supplementary
listing particulars, or any other document required or permitted to be published
by listing rules under Article IV of the Financial Services Act 1986, if that
person is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1995, or is a person to whom
such document may otherwise lawfully be issued or passed on.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that it has not offered or
sold, and will not offer or sell, directly or indirectly, in Japan or to or for
the account of any resident thereof, any of the shares of Common Stock acquired
in connection with this offering, except for offers or sales to Japanese
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law of Japan. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the shares of Common Stock a notice stating in substance that
such dealer may not offer or sell any of such shares, directly or indirectly, in
Japan or to or for the account of any resident thereof except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
of Japan, and that such dealer must send to any other dealer to whom it sells
any of such shares of Common Stock a notice to the foregoing effect.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the price to public set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of $ per share under the price to public. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of
$ per share to other Underwriters or to certain dealers. After the
initial offering of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Representatives.

Pursuant to the Underwriting Agreement, the Company has granted to the U.S.
Underwriters an option, exercisable for 30 days from the date hereof, to
purchase up to 3,000,000 additional shares of Common Stock at the price to
public set forth on the cover page of this Prospectus, less underwriting
discounts and commissions. The U.S. Underwriters may exercise such option solely
for the purpose of covering over-allotments, if any, incurred in the sale of the
shares of Common Stock offered hereby. To the extent that such option is
exercised, each U.S. Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number of shares to be purchased and offered by such U.S.
Underwriter in the above table bears to the total number of initial shares to be
purchased by the U.S. Underwriters.

The Common Stock has been approved for listing, subject to official notice
of issuance, on the New York Stock Exchange under the symbol "IM." The
Underwriters intend to sell shares of the Common Stock to a minimum of 2,000
beneficial owners in lots of 100 or more so as to meet the distribution
requirements of such listing.

At the Company's request, the Underwriters have reserved for sale, at the
price to public set forth on the cover page hereof, up to 2,300,000 shares
offered hereby for directors, officers, employees, business associates, and
related persons of the Company and its subsidiaries. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase such reserved shares. Any reserved shares which are
not so purchased will be offered by the Underwriters to the general public on
the same basis as the other shares offered hereby. See "Employee and Priority
Offers."

The Company and its directors and executive officers, and certain
stockholders of the Company, have agreed that they will not (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right, or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such

74
<PAGE> 79

transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, for a period of
180 days after the date of this Prospectus, without the prior written consent of
Morgan Stanley & Co. Incorporated, other than (i) the sale to the Underwriters
of any shares of Common Stock pursuant to the Underwriting Agreement, (ii) the
grant of options or issuance of stock upon the exercise of outstanding stock
options pursuant to the Company's stock option plans or (iii) an exception for
the Thrift Plan allowing for the sale of up to 800,000 shares. See "Shares
Eligible for Future Sale." Morgan Stanley & Co. Incorporated has informed the
Company that it has no present intention to provide a waiver from the 180-day
lock-up period for the Company and its directors, executive officers and
stockholders who have agreed to such lock-ups.

The Representatives have informed the Company that the Underwriters do not
intend sales to discretionary accounts to exceed five percent of the total
number of shares of Common Stock offered by them.

The Company and the Underwriters have agreed in the Underwriting Agreement
to indemnify each other against certain liabilities, including liabilities under
the Securities Act.

From time to time each of Morgan Stanley & Co. Incorporated, The
Robinson-Humphrey Company, Inc., and J.C. Bradford & Co. has provided, and
continues to provide, investment banking services to Ingram Industries and the
Company.

PRICING OF OFFERING

Prior to this offering, there has been no public market for the shares of
Common Stock of the Company. Consequently, the initial public offering price
will be determined by negotiations between the Company and the Representatives.
Among the factors considered in determining the initial public offering price
will be the Company's record of operations, the Company's current financial
condition and future prospects, the experience of its management, the economics
of the industry in general, the general condition of the equity securities
market, and the market prices of similar securities of companies considered
comparable to the Company. There can be no assurance that a regular trading
market for the shares of Common Stock will develop after this offering or, if
developed, that a public trading market can be sustained. There can be no
assurance that the prices at which the Common Stock will sell in the public
market after this offering will not be lower than the price at which it is
issued by the Underwriters in this offering.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Davis Polk & Wardwell, New York, New York and
for the Underwriters by Wilson Sonsini Goodrich & Rosati, Palo Alto, California.

EXPERTS

The consolidated financial statements as of December 31, 1994 and December
30, 1995 and for each of the three fiscal years in the period ended December 30,
1995 included in this Prospectus have been so included in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

75
<PAGE> 80

ADDITIONAL INFORMATION

Prior to this offering, the Company has not been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (together with any amendments
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock being offered hereby. This
Prospectus, which is part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain items of which are omitted as permitted by the Rules
and Regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document referred to herein are not
necessarily complete, and in each instance in which a copy of such contract or
other document has been filed as an exhibit to the Registration Statement,
reference is made to such copy and each such statement is qualified in all
respects by such reference.

As a result of this offering, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will file 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.
Such material may also be accessed electronically by means of the Commission's
home page on the Internet at http://www.sec.gov.

76
<PAGE> 81

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Consolidated Balance Sheet as of December 31, 1994, December 30, 1995 and June 29,
1996 (unaudited).................................................................... F-3
Consolidated Statement of Income for the years ended January 1, 1994, December 31,
1994 and December 30, 1995 and the twenty-six weeks ended July 1, 1995 and June 29,
1996 (unaudited).................................................................... F-4
Consolidated Statement of Stockholder's Equity for the years ended January 1, 1994,
December 31, 1994 and December 30, 1995 and the twenty-six weeks ended June 29, 1996
(unaudited)......................................................................... F-5
Consolidated Statement of Cash Flows for the years ended January 1, 1994, December 31,
1994 and December 30, 1995 and the twenty-six weeks ended July 1, 1995 and June 29,
1996 (unaudited).................................................................... F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 82

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholder of Ingram Micro Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of stockholder's equity and of cash flows
present fairly, in all material respects, the financial position of Ingram Micro
Inc. (a wholly-owned subsidiary of Ingram Industries Inc.) and its subsidiaries
at December 31, 1994 and December 30, 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
30, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Nashville, Tennessee
February 29, 1996, except

Note 12 as to which the date is September 9, 1996

F-2
<PAGE> 83

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL PERIOD END
------------------------- JUNE 29,
1994 1995 1996
---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.............................................. $ 58,369 $ 56,916 $ 45,172
Trade accounts receivable (less allowances of
$25,668 in 1994, $30,791 in 1995 and $35,193 in
1996)........................................... 745,910 1,071,275 1,013,386
Inventories....................................... 995,880 1,582,922 1,333,651
Other current assets.............................. 68,717 88,503 91,987
---------- ---------- ----------
Total current assets......................... 1,868,876 2,799,616 2,484,196
Property and equipment, net.......................... 58,285 89,126 107,175
Goodwill, net........................................ 33,481 29,871 28,573
Other................................................ 13,647 22,285 21,477
---------- ---------- ----------
Total assets................................. $1,974,289 $2,940,898 $2,641,421
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................. $1,100,598 $1,652,073 $1,395,296
Accrued expenses.................................. 94,505 121,572 130,700
Current maturities of long-term debt.............. 10,724 6,332 12,044
---------- ---------- ----------
Total current liabilities.................... 1,205,827 1,779,977 1,538,040
Long-term debt.................................... 92,204 170,424 195,890
Due to Ingram Industries.......................... 449,355 673,792 560,847
Other............................................. 3,434 5,697 5,130
---------- ---------- ----------
Total liabilities............................ 1,750,820 2,629,890 2,299,907
Minority interest.................................... 2,125 213 2,713
Commitments and contingencies (Note 8)
Stockholder's equity:
Class A Common Stock, $.01 par value, 265,000,000
shares authorized; no shares issued and
outstanding..................................... -- -- --
Class B Common Stock, $.01 par value, 135,000,000
shares authorized; 107,251,352 shares issued and
outstanding..................................... 1,073 1,073 1,073
Additional paid in capital........................ 22,427 22,427 22,427
Retained earnings................................. 197,815 282,122 312,762
Cumulative translation adjustment................. 29 5,173 2,539
---------- ---------- ----------
Total stockholder's equity................... 221,344 310,795 338,801
---------- ---------- ----------
Total liabilities and stockholder's equity... $1,974,289 $2,940,898 $2,641,421
========== ========== ==========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-3
<PAGE> 84

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
FISCAL YEAR ---------------------------
------------------------------------------- JULY 1, JUNE 29,
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Net sales............... $ 4,044,169 $ 5,830,199 $ 8,616,867 $ 3,739,145 $ 5,543,167
Cost of sales........... 3,714,527 5,391,224 8,011,181 3,467,838 5,166,134
----------- ----------- ----------- ----------- -----------
Gross profit............ 329,642 438,975 605,686 271,307 377,033
Expenses:
Selling, general and
administrative..... 225,047 296,330 415,344 190,924 252,652
Charges allocated from
Ingram
Industries......... 1,567 2,355 3,461 1,678 2,143
Non-cash compensation
charge............. 7,802
----------- ----------- ----------- ----------- -----------
226,614 298,685 418,805 192,602 262,597
----------- ----------- ----------- ----------- -----------
Income from
operations............ 103,028 140,290 186,881 78,705 114,436
Other (income) expense:
Interest income....... (407) (937) (3,479) (2,425) (761)
Interest expense...... 5,003 8,744 13,451 6,024 7,526
Interest expense
charged by Ingram
Industries......... 16,089 24,189 32,606 14,875 21,172
Net foreign currency
exchange loss...... 111 6,873 7,751 4,598 392
Other................. (623) 716 1,936 1,412 1,610
----------- ----------- ----------- ----------- -----------
20,173 39,585 52,265 24,484 29,939
----------- ----------- ----------- ----------- -----------
Income before income
taxes and minority
interest.............. 82,855 100,705 134,616 54,221 84,497
Provision for income
taxes................. 31,660 39,604 53,143 21,402 33,856
----------- ----------- ----------- ----------- -----------
Income before minority
interest.............. 51,195 61,101 81,473 32,819 50,641
Minority interest....... 840 (2,243) (2,834) (2,701) 1
----------- ----------- ----------- ----------- -----------
Net income.............. $ 50,355 $ 63,344 $ 84,307 $ 35,520 $ 50,640
========== ========== ========== ========== ==========
Earnings per share...... $ 0.42 $ 0.53 $ 0.70 $ 0.29 $ 0.42
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-4
<PAGE> 85

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK ADDITIONAL CUMULATIVE
------------------- -------------------- PAID IN RETAINED TRANSLATION
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT TOTAL
---------- ------ ----------- ------ ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JANUARY 2, 1993................. 107,251,352 $1,073 $ 22,427 $84,116 $ 1,802 $109,418
Translation adjustment.......... (4,314) (4,314)
Net income...................... 50,355 50,355
---------- ------ ----------- ------ ------- -------- ------ --------
JANUARY 1, 1994................. 107,251,352 1,073 22,427 134,471 (2,512) 155,459
Translation adjustment.......... 2,541 2,541
Net income...................... 63,344 63,344
---------- ------ ----------- ------ ------- -------- ------ --------
DECEMBER 31, 1994............... 107,251,352 1,073 22,427 197,815 29 221,344
Translation adjustment.......... 5,144 5,144
Net income...................... 84,307 84,307
---------- ------ ----------- ------ ------- -------- ------ --------
DECEMBER 30, 1995............... 107,251,352 1,073 22,427 282,122 5,173 310,795
Distribution to Ingram
Industries (unaudited)........ (20,000 ) (20,000)
Translation adjustment
(unaudited)................... (2,634) (2,634)
Net income (unaudited).......... 50,640 50,640
---------- ------ ----------- ------ ------- -------- ------ --------
JUNE 29, 1996 (UNAUDITED)....... 107,251,352 $1,073 $ 22,427 $312,762 $ 2,539 $338,801
========== ====== =========== ====== ======= ======== ====== ========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-5
<PAGE> 86

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
TWENTY-SIX WEEKS
ENDED
FISCAL YEAR -------------------
------------------------------ JULY 1, JUNE 29,
1993 1994 1995 1995 1996
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Net income................................ $ 50,355 $ 63,344 $ 84,307 $ 35,520 $ 50,640
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization.......... 12,918 18,675 25,394 11,632 15,700
Deferred income taxes.................. (5,719) (4,668) (8,632) (5,721) (2,190)
Minority interest...................... 840 (2,243) (2,834) (2,701) 1
Non-cash compensation charge........... 7,802
Changes in operating assets and
liabilities, net of effects of
acquisitions:
Trade accounts receivable.............. (161,097) (232,268) (320,177) (10,796) 49,804
Inventories............................ (143,738) (345,511) (580,116) 22,160 242,256
Other current assets................... (2,881) (12,846) (15,877) (4,250) 16
Accounts payable....................... 184,787 411,012 543,822 (35,479) (247,848)
Accrued expenses....................... 22,830 17,452 22,828 4,327 2,443
-------- -------- -------- -------- --------
Cash provided (used) by operating
activities........................... (41,705) (87,053) (251,285) 14,692 118,624
CASH PROVIDED (USED) BY INVESTING
ACTIVITIES:
Purchase of property and equipment........ (21,311) (31,286) (52,985) (25,745) (33,026)
Acquisitions, net of cash acquired........ (21,447) (15,088)
Other..................................... 2,062 3,765 4,188 555 (1,394)
-------- -------- -------- -------- --------
Cash used by investing activities...... (40,696) (42,609) (48,797) (25,190) (34,420)
CASH PROVIDED (USED) BY FINANCING
ACTIVITIES:
Increase (decrease) in borrowings from
Ingram Industries...................... 83,635 103,580 224,437 (66,804) (112,945)
Proceeds (repayment) of debt.............. 1,410 (4,930) (838) 223 943
Net borrowings under revolving credit
facility............................... 16,388 44,636 74,666 45,103 34,505
Distribution to Ingram Industries......... (20,000)
Minority interest investment.............. 2,400
-------- -------- -------- -------- --------
Cash provided (used) by financing
activities........................... 101,433 143,286 298,265 (21,478) (95,097)
Effect of exchange rate changes on cash..... 84 354 364 603 (851)
-------- -------- -------- -------- --------
Increase (decrease) in cash................. 19,116 13,978 (1,453) (31,373) (11,744)
Cash, beginning of year..................... 25,275 44,391 58,369 58,369 56,916
-------- -------- -------- -------- --------
Cash, end of period or year................. $ 44,391 $ 58,369 $ 56,916 $ 26,996 $ 45,172
======== ======== ======== ======== ========
Supplementary disclosure of cash flow
information:
CASH PAYMENTS DURING THE PERIOD:
Interest.................................. $ 20,738 $ 32,528 $ 45,164 $ 20,243 $ 28,945
Income taxes.............................. 34,906 47,152 54,506 22,509 37,817
Cash payments include payments made to Ingram Industries for interest and U.S. income taxes
</TABLE>

See accompanying notes to these consolidated financial statements.

F-6
<PAGE> 87

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION

Ingram Micro Inc. (the "Company" or "Ingram Micro"), formerly Ingram Micro
Holdings Inc. (refer to Note 12), is primarily engaged in wholesale distribution
and marketing of microcomputer hardware and software products. The Company
conducts the majority of its operations in North America and Europe. The Company
is a wholly-owned subsidiary of Ingram Industries Inc. ("Ingram Industries"). In
September 1995, Ingram Industries announced its intention to reorganize into
three separate companies in a tax-free reorganization. As part of the
reorganization, Ingram Industries will split-off the Company. The plan of
reorganization is subject to, among other things, receipt of a satisfactory tax
ruling from the Internal Revenue Service. The plan contemplates that certain of
the Ingram Industries shareholders will exchange all or some of their shares of
Ingram Industries for the outstanding shares of the Company held by Ingram
Industries. The reorganization and exchange are referred to herein as the
"Split-Off."

The accompanying consolidated financial statements have been prepared as if
the Company had operated as an independent stand alone entity for all periods
presented except the Company generally has not had significant borrowings in
North America other than amounts due Ingram Industries. Refer to Notes 6 and 10
regarding related party transactions.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies which conform to generally
accepted accounting principles applied on a consistent basis between years, are
described below:

Basis of Consolidation

The consolidated financial statements include the accounts of the Company,
its wholly-owned and majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Fiscal Year

The fiscal year of the Company is a 52 or 53 week period ending on the
Saturday nearest to December 31. All references herein to "1993," "1994" and
"1995" represent the 52 week fiscal years ended January 1, 1994, December 31,
1994 and December 30, 1995, respectively.

Accounting Estimates

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, disclosure of contingent liabilities at financial
statement date and reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Cash

Outstanding checks of $119,627 in 1994 and $72,868 in 1995 are included in
accounts payable.

Revenue Recognition

Revenue is recognized at the time of product shipment. The Company, under
specified conditions, permits its customers to return or exchange products. The
provision for estimated sales returns is recorded concurrently with the
recognition of revenue.

F-7
<PAGE> 88

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Vendor Programs

Funds received from vendors for price protection, product rebates,
marketing or training programs are recorded net of direct costs as adjustments
to product costs, reduction of selling, general and administrative expenses or
revenue according to the nature of the program.

The Company does not provide warranty coverage of its product sales.
However, to maintain customer relations, the Company facilitates domestic vendor
warranty policies by accepting for exchange, with the Company's prior approval,
most defective products within 90 days of invoicing. Defective products received
by the Company are subsequently returned to the vendor for credit or
replacement.

The Company generated approximately 17% of its sales in fiscal 1993, 18% in
1994 and 23% in 1995 from products purchased from two vendors.

Inventories

Inventories are stated at the lower of average cost or market.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the
straight-line method over the following estimated useful lives. Leasehold
improvements are amortized over the shorter of the lease term or the estimated
useful life:

<TABLE>
<S> <C>
Leasehold improvements....................................... 3-12 years
Distribution equipment....................................... 5-7 years
Computer equipment........................................... 2-5 years
</TABLE>

Maintenance, repairs and minor renewals are charged to expense as incurred.
Additions, major renewals and betterments to property and equipment are
capitalized. Realization of carrying value is assessed periodically.

Goodwill

Goodwill is amortized on a straight-line basis over periods ranging from
five to twenty years. Accumulated amortization was $9,846 at December 31, 1994
and $13,576 at December 30, 1995. The Company evaluates the recoverability of
goodwill and reviews the amortization periods on an annual basis. Recoverability
is measured on the basis of anticipated undiscounted cash flows from operations.
At December 31, 1994 and December 30, 1995, no impairment was indicated.

Income Taxes

The temporary differences between the financial reporting basis and the
income tax basis of the Company's assets and liabilities are provided in
accordance with Statement of Financial Accounting Standards No. 109.

Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S.
dollars using the exchange rate at each balance sheet date for assets and
liabilities and a weighted average exchange rate for each period for results of
foreign operations. Translation adjustments are recorded as a separate component
of stockholder's equity when the local currency is the functional currency.
Translation adjustments are recorded in income

F-8
<PAGE> 89

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

when the U.S. dollar is the functional currency. The U.S. dollar is the
functional currency for the Company's subsidiaries in Mexico and Singapore.

Financial Instruments

The carrying amounts of cash, accounts receivable, accounts payable and
other accrued expenses approximate fair value because of the short maturity of
these items.

The carrying amounts of intercompany payables and debt issued pursuant to
bank credit agreements approximate fair value because interest rates on these
instruments approximate current market interest rates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of trade accounts receivable
and derivative financial instruments. Credit risk with respect to trade accounts
receivable is limited due to the large number of customers and their dispersion
across geographic areas. The Company sells its products primarily in the United
States, Europe, Canada and Mexico. The Company performs ongoing credit
evaluations of its customers' financial condition, utilizes flooring
arrangements with third party financing companies, obtains credit insurance in
certain locations and requires collateral in certain circumstances. The Company
maintains an allowance for potential credit losses.

Derivative Financial Instruments

The Company operates internationally with distribution facilities in
various locations around the world. The Company uses derivative financial
instruments to reduce its exposure to fluctuations in interest rates and foreign
exchange rates by creating offsetting positions through the use of derivative
financial instruments. The market risk related to the foreign exchange
agreements is offset by changes in the valuation of the underlying items being
hedged. The majority of the Company's derivative financial instruments have
terms of 90 days or less. The Company currently does not use derivative
financial instruments for trading or speculative purposes, nor is the Company a
party to leveraged derivatives.

Derivative financial instruments are accounted for on an accrual basis.
Income and expense are recorded in the same category as that arising from the
related asset or liability being hedged. Gains and losses resulting from
effective hedges of existing assets, liabilities or firm commitments are
deferred and recognized when the offsetting gain and losses are recognized on
the related hedged items. Written foreign currency options are used to mitigate
currency risk in conjunction with purchased options. Gains or losses on written
foreign currency options are adjusted to market value at the end of each
accounting period and have not been material to date.

The notional amount of forward exchange contracts and options is the amount
of foreign currency bought or sold at maturity. The notional amount of currency
interest rate swaps is the underlying principal and currency amounts used in
determining the interest payments exchanged over the life of the swap. Notional
amounts are indicative of the extent of the Company's involvement in the various
types and uses of derivative financial instruments and are not a measure of the
Company's exposure to credit or market risks through its use of derivatives. The
estimated fair value of derivative financial instruments represents the amount
required to enter into like off-setting contracts with similar remaining
maturities based on quoted market prices.

Credit exposure is limited to the amounts, if any, by which the
counterparties' obligations under the contracts exceed the obligations of the
Company to the counterparties. Potential credit losses are minimized through
careful evaluation of counterparty credit standing, selection of counterparties
from a limited group of high quality institutions and other contract provisions.

F-9
<PAGE> 90

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Derivative financial instruments comprise the following:

<TABLE>
<CAPTION>
1994 1995
----------------------- -----------------------
NOTIONAL ESTIMATED NOTIONAL ESTIMATED
AMOUNTS FAIR VALUE AMOUNTS FAIR VALUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Foreign exchange forward contracts....... $ 44,586 $ (384) $109,218 $ (1,971)
Purchased foreign currency options....... 55,979 699 75,928 485
Written foreign currency options ........ 77,298 (25) 121,183 (615)
Currency interest rate swaps............. 9,823 (543) 25,655 (1,056)
</TABLE>

Employee Benefits

The Company participates in Ingram Industries' defined contribution plan
covering substantially all U.S. employees. The plan permits eligible employees
to make contributions up to certain limits and receive employer matching at
stipulated percentages. The Company's contributions charged to expense were $716
in fiscal 1993, $764 in 1994 and $1,399 in 1995.

As a result of the Split-Off described in Note 1, the Company will
establish its own employee benefit plans.

Earnings Per Share

Historical earnings per share data reflects the Company's capital structure
as a result of the formation of the Delaware corporation in preparation for the
Split-Off described in Notes 1 and 12. Earnings per share is determined based on
the number of shares the Company is expected to have after the Split-Off
(107,251,352) in addition to all dilutive common stock and common stock
equivalent shares issued within 12 months of the public offering. Pursuant to
the Securities and Exchange Commission Staff Accounting Bulletins and Staff
policy, such shares are treated as if they were outstanding for all periods
presented using the treasury stock method (13,302,151). The number of common
shares used to compute the earnings per share amounts for each of the three
fiscal years in the period ended December 30, 1995 and the twenty-six weeks
ended July 1, 1995 and June 29, 1996 was 120,553,503.

Supplementary Earnings Per Share

Supplementary per share data (unaudited) is presented to give effect to the
repayment of certain indebtedness assumed by the Company in satisfaction of
amounts due to Ingram Industries. Net income is adjusted by $13,378 and $6,225
for 1995 and the twenty-six weeks ended June 29, 1996, respectively, to reflect
the reduction in interest expense (net of tax) related to the indebtedness
assumed by the Company.

The weighted average shares outstanding used to calculate supplementary pro
forma earnings per share are based on weighted average shares outstanding at
December 30, 1995 and June 29, 1996, respectively, as adjusted for 20,000,000
shares of Class A Common Stock being sold in the offering and 2,510,400 shares
of Class B Common Stock sold in the Employee Offering (see Note 12) to repay
certain indebtedness of the Company.

Unaudited supplementary pro forma earnings per share for the fiscal periods
ended December 30, 1995 and June 29, 1996 is $0.69 and $0.40, respectively.

F-10
<PAGE> 91

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Interim Financial Information

The accompanying interim financial statements have been prepared without
audit, and certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes that
the disclosures herein are adequate to make information presented not
misleading. These statements should be read in conjunction with the Company's
financial statements for the year ended December 30, 1995. The results of
operations for the three month period is not necessarily indicative of results
for the full year.

In the opinion of management, the accompanying interim financial statements
contain all adjustments of a normal and recurring nature necessary for a fair
presentation of the Company's financial position as of June 29, 1996, its
results of operations for the twenty-six weeks ended July 1, 1995 and June 29,
1996, and its cash flows for the twenty-six weeks ended July 1, 1995 and June
29, 1996.

NOTE 3 -- ACQUISITIONS

The Company acquired 70% of the stock of Distribuidora de Computo, S.A. de
C.V. ("Dicom"), in January 1993, for $9,327 cash and amounts payable to the
sellers of $2,475. Dicom is located in Mexico and is engaged in wholesale
distribution. The assets acquired were $32,383 and liabilities assumed were
$21,468.

The Company also acquired four separate wholesale distributors in Germany,
the United Kingdom, Belgium and the Netherlands in 1993. The combined
consideration for the assets or common stock purchased was $12,120 cash and
$2,364 of notes payable to sellers. The acquired companies had assets of $10,810
and liabilities of $80.

In April and August 1994, the Company acquired two separate wholesale
distributors (Keylan S.A. and Datateam Sverige AB) with operations in Spain,
Sweden, Denmark and Norway. The combined consideration paid was $15,088 cash and
$5,279 of notes payable to the sellers. The acquired companies had assets of
$48,748 and liabilities of $35,034.

The acquisitions described above have been accounted for using the purchase
method of accounting. The purchase price has been allocated to the assets
purchased and liabilities assumed based on fair values at the date of
acquisition. The excess of the purchase price over fair value of net assets
acquired in 1993 was $7,916 and in 1994 was $6,653 and was recorded as goodwill.

The operating results of these acquired businesses have been included in
the consolidated statement of income from the date of acquisition. Pro forma
results of operations have not been presented because the effects of these
acquisitions were not significant.

NOTE 4 -- ACCOUNTS RECEIVABLE

Effective February 1993, the Company entered into an arrangement with
Ingram Industries whereby the Company sells all of its domestic trade accounts
receivable to Ingram Industries on an ongoing basis ($665,325 at December 30,
1995). Ingram Industries transfers certain trade accounts receivable from the
Company and other Ingram Industries affiliates to a trust which sells
certificates representing undivided interests in the total pool of trade
receivables without recourse. Ingram Industries' arrangement with the trust
extends to December 31, 1997 and renews biannually under an evergreen provision
up to a maximum term of twenty years. At December 31, 1994 and December 30,
1995, the accounts receivable and due to Ingram Industries amounts in the
Company's consolidated balance sheet have not been reduced to reflect the sale
of such receivables. As a result of the Split-Off described in Note 1, it is
anticipated that Ingram Industries' accounts receivable securitization agreement
will be assumed by the Company.

F-11
<PAGE> 92

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 5 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
FISCAL PERIOD END
--------------------- JUNE 29,
1994 1995 1996
-------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Land............................................... $ 2,274 $ 2,359 $ 7,290
Leasehold improvements............................. 17,448 26,381 34,285
Distribution equipment............................. 39,814 62,462 71,031
Computer equipment................................. 40,579 59,161 69,384
------- ------- -------
100,115 150,363 181,990
Accumulated depreciation........................... (41,830) (61,237) (74,815)
------- ------- -------
$ 58,285 $ 89,126 $ 107,175
======= ======= =======
</TABLE>

Depreciation expense was $10,927 in fiscal 1993, $15,756 in 1994 and
$21,785 in 1995.

NOTE 6 -- LONG-TERM DEBT AND DUE TO INGRAM INDUSTRIES

Ingram Industries manages most treasury activities, including the
arrangement of short-term and long-term financing on a centralized, consolidated
basis. Using a centralized cash management system, the Company's domestic cash
receipts are remitted to Ingram Industries and domestic cash disbursements are
funded by Ingram Industries on a daily basis. The Company's historical financial
statements reflect funding provided by Ingram Industries to the Company, and net
cash used by the Company, as amounts due to Ingram Industries. At December 31,
1994 and December 30, 1995, amounts due to Ingram Industries are classified as
long-term due to the terms of the underlying debt at Ingram Industries.

Ingram Industries charges the Company interest expense on the outstanding
intercompany balance based on Ingram Industries' domestic weighted average cost
of funds. The average rate was 6.93% in fiscal 1993, 6.99% in 1994 and 7.38% in
1995.

The Company and other Ingram Industries affiliates participate in Ingram
Industries' unsecured revolving credit agreement with a syndicate of banks.
Under this agreement, Ingram Industries and its affiliates may borrow in various
currencies up to $380,000 at various money market and bid rates. The weighted
average borrowing rate was 6.84% at December 31, 1994 and 7.00% at December 30,
1995. The agreement extends to December 31, 1999, and is renewable for an
additional two year period during the year prior to expiration. The agreement is
guaranteed by certain subsidiaries of the Company and other Ingram Industries
affiliates. At December 30, 1995, outstanding aggregate borrowings were
$229,716, of which $167,176 is specifically related to amounts drawn by the
Company's subsidiaries.

The Company's subsidiaries outside the United States have lines of credit
and short-term overdraft facilities aggregating $93,527 various banks worldwide.
Most of these arrangements are reviewed periodically for renewal. At December
30, 1995, the Company had $5,782 outstanding under these facilities.

In addition to the guarantee described above, the Company has guaranteed
certain other borrowings of Ingram Industries totaling $328,572. Included within
this amount are (i) amounts outstanding on an unsecured temporary revolving
credit facility that provides for borrowings up to $200,000 at specified
variable rates and expires on the earlier of December 31, 1996 or five days
after the successful completion of an initial public offering and (ii) $192,900
of fixed maturity, privately placed debt with maturities from November 1, 1996
to November 1, 2002. As a result of the Split-Off described in Notes 1 and 12,
it is anticipated that

F-12
<PAGE> 93

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

certain of the debt facilities guaranteed will be assumed by the Company in
satisfaction of the amounts payable to Ingram Industries.

Under the most restrictive provisions of the loan agreements, Ingram
Industries is required to maintain certain levels of stockholders' equity, a
certain current ratio and a certain debt to capital ratio and is subject to
certain dividend restrictions. During 1994 and 1995, Ingram Industries was in
compliance with the provisions of these agreements.

Long-term debt consists of the following:

<TABLE>
<CAPTION>
FISCAL PERIOD END
--------------------- JUNE 29,
1994 1995 1996
-------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Revolving credit facility.......................... $ 87,568 $167,176 $192,717
Overdraft facilities............................... 10,724 5,782 10,476
Other.............................................. 4,636 3,798 4,741
-------- -------- --------
102,928 176,756 207,934
Less current maturities of long-term debt.......... (10,724) (6,332) (12,044)
-------- -------- --------
$ 92,204 $170,424 $195,890
======== ======== ========
</TABLE>

Annual maturities of long-term debt as of December 30, 1995 are as follows:

<TABLE>
<S> <C>
1996.............................................................. $ 6,332
1997.............................................................. 364
1998.............................................................. 388
1999.............................................................. 167,566
2000 and thereafter............................................... 2,106
--------
$176,756
========
</TABLE>

NOTE 7 -- INCOME TAXES

The components of income before taxes and minority interest consist of the
following:

<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------
1993 1994 1995
------- -------- --------
<S> <C> <C> <C>
United States....................................... $85,044 $ 99,701 $124,277
Foreign............................................. (2,189) 1,004 10,339
------- -------- --------
Total..................................... $82,855 $100,705 $134,616
======= ======== ========
</TABLE>

F-13
<PAGE> 94

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------
1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Current:
Federal............................................. $30,268 $35,989 $44,615
State............................................... 4,721 4,060 9,544
Foreign............................................. 2,390 4,223 7,616
------- ------- -------
37,379 44,272 61,775
Deferred:
Federal............................................. (1,929) (2,472) (4,082)
State............................................... (198) 136 (949)
Foreign............................................. (3,592) (2,332) (3,601)
------- ------- -------
(5,719) (4,668) (8,632)
------- ------- -------
Total income tax provision............................ $31,660 $39,604 $53,143
======= ======= =======
</TABLE>

Deferred income taxes reflect the tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
FISCAL PERIOD END
-------------------------------
1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Deferred tax assets:
Tax in excess of book basis of foreign operations... $ 9,837 $13,816 $19,511
Accruals not currently deductible................... 7,840 9,275 12,734
Inventories......................................... 2,724 3,538 5,876
Other............................................... 293 263 492
------- ------- -------
Total....................................... $20,694 $26,892 $38,613
======= ======= =======
Deferred tax liabilities:
Depreciation........................................ $ 1,324 $ 958 $ 1,564
======= ======= =======
</TABLE>

Current deferred tax assets of $15,130 and $19,307 are included in other
current assets at December 31, 1994 and December 30, 1995, respectively.
Non-current deferred tax assets of $11,762 and $19,306 are included in other
assets at December 31, 1994 and December 30, 1995, respectively.

Reconciliation of the statutory U.S. federal income tax rate to the
Company's effective rate is as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
----------------------
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate............................................ 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit.......... 3.3 2.8 3.9
Other.......................................................... (.1) 1.5 .6
---- ---- ----
- - -
Effective tax rate............................................. 38.2% 39.3% 39.5%
===== ===== =====
</TABLE>

F-14
<PAGE> 95

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The Company is included in the consolidated federal income tax return filed
by Ingram Industries. Taxes related to the Company are determined on a separate
entity basis and taxes payable are remitted to Ingram Industries every two
months. Taxes payable to Ingram Industries of $4,089 at December 31, 1994 and
$14,303 at December 30, 1995 are included in accrued expenses in the
consolidated balance sheet.

At December 30, 1995, the Company had foreign net operating tax loss
carryforwards of $49,264 of which approximately one third have no expiration
date.

The Company does not provide for U.S. federal income taxes on undistributed
earnings of foreign subsidiaries as such earnings are intended to be permanently
reinvested in those operations.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES

There are various claims, lawsuits and pending actions against the Company
incident to the Company's operations. It is the opinion of management that the
ultimate resolution of these matters will not have a material effect on the
Company's financial position or results of operations.

The Company has arrangements with certain finance companies which provide
accounts receivable and inventory financing facilities for its customers. The
Company assesses the financial stability of the finance companies and payment
terms are within 3 to 30 days of product shipment. In conjunction with certain
of these arrangements, the Company has inventory repurchase agreements with the
finance companies that would require it to repurchase certain inventory which
might be repossessed from the customers by the finance companies. Such
repurchases have been insignificant to date.

The Company leases the majority of its facilities and certain equipment
under noncancelable operating leases. Renewal and purchase options at fair
values exist for a substantial portion of the leases. Rental expense for the
years ended January 1, 1994, December 31, 1994 and December 30, 1995 was
$11,939, $16,574 and $28,367, respectively. Future minimum rental commitments on
operating leases that have remaining noncancelable lease terms in excess of one
year as of December 30, 1995 are as follows:

<TABLE>
<S> <C>
1996............................................................... $21,507
1997............................................................... 18,614
1998............................................................... 16,693
1999............................................................... 14,912
2000............................................................... 9,912
Later years........................................................ 54,104
</TABLE>

F-15
<PAGE> 96

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 9 -- SEGMENT INFORMATION

The Company operates predominantly in a single industry segment as a
wholesale distributor of microcomputer hardware and software. Geographic areas
in which the Company operates include the United States (United States and the
majority of the Company's exports), Europe (Belgium, Denmark, France, Germany,
Italy, the Netherlands, Norway, Spain, Sweden and the United Kingdom) and Other
(Canada, Mexico and Singapore). Transfers between geographic areas primarily
represent intercompany sales and are accounted for based on established sales
prices between the related companies. Net sales, income (loss) from operations
and identifiable assets by geographic area are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
------------------------------------
1993 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES:
United States:
Sales to unaffiliated customers............... $3,118,316 $4,122,338 $5,969,749
Transfers between geographic areas............ 60,358 76,696 86,961
Europe........................................... 485,126 1,078,250 1,849,129
Other............................................ 440,727 629,611 797,989
Eliminations..................................... (60,358) (76,696) (86,961)
---------- ---------- ----------
Total.................................... $4,044,169 $5,830,199 $8,616,867
========== ========== ==========
INCOME (LOSS) FROM OPERATIONS:
United States.................................... $ 98,669 $ 123,796 $ 156,749
Europe........................................... (3,246) 8,079 19,576
Other............................................ 7,605 8,415 10,556
---------- ---------- ----------
Total.................................... $ 103,028 $ 140,290 $ 186,881
========== ========== ==========
IDENTIFIABLE ASSETS:
United States.................................... $ 945,699 $1,381,798 $1,996,642
Europe........................................... 190,892 393,346 669,309
Other............................................ 159,772 199,145 274,947
---------- ---------- ----------
Total.................................... $1,296,363 $1,974,289 $2,940,898
========== ========== ==========
</TABLE>

No single customer accounts for 10% or more of the Company's net sales.

NOTE 10 -- TRANSACTIONS WITH RELATED PARTIES

Ingram Industries provides certain corporate, general and administrative
services to the Company in addition to treasury activities described in Note 6
(including, but not limited to, legal, tax, employee benefits and electronic
data processing services). Charges for these services are based upon utilization
and at amounts which management believes are less than the amounts which the
Company would incur as a stand-alone entity. Such amounts are reflected as
charges allocated from Ingram Industries on the consolidated statement of
income.

Ingram Industries also provides guarantees to certain of the Company's
vendors and for certain of the Company's leases; no charges from Ingram
Industries have been reflected in the Company's financial statements for such
guarantees.

The Company leases warehouse and office space from certain shareholders of
Ingram Industries. Total rental payments were $729 in fiscal 1993, $784 in 1994
and $1,645 in 1995.

F-16
<PAGE> 97

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Other transactions with Ingram Industries affiliates includes sales of
$1,664 in fiscal 1993, $3,056 in 1994 and $5,281 in 1995.

NOTE 11 -- STOCK OPTIONS AND INCENTIVE PLANS

Certain of the Company's employees participate in Ingram Industries'
qualified and non-qualified stock option and SAR plans. Ingram Industries' plans
provide for the grant of options and SARs at fair value. In conjunction with the
Split-Off, Ingram Industries options held by the Company's employees and certain
other Ingram Industries options and SARs will be converted to Ingram Micro
options ("Rollover Stock Options") to purchase Class A Common Stock. Upon
conversion, approximately 11,000,000 Rollover Stock Options will be outstanding.
The Rollover Stock Options have exercise prices ranging from $0.66 to $3.32 per
share, the majority will be fully vested by the year 2000 and no such options
expire later than 10 years from the date of grant. The Company recorded a
non-cash compensation charge of approximately $7,802 or $4,760 net of tax, in
the first half of 1996 related to the vested portion of certain Rollover Stock
Options. This charge was based on the difference between the estimated fair
value of such options in the first quarter of 1996 and the exercise price of
such options.

The Company has two Incentive Stock Unit ("ISU") plans available to grant
up to 1,575,000 ISUs to certain key employees. Subject to continued employment,
these stock appreciation awards vest over five years and actual cash payout is
based on the increase in book value from date of award grant. Outstanding ISUs
at January 1, 1994, December 31, 1994 and December 30, 1995 were 748,200,
221,000 and 25,100, respectively. The amounts charged to expense related to
these incentive stock unit plans totaled $3,354 in fiscal 1993, $2,163 in 1994
and $695 in 1995. There were no grants made under the ISU plans in 1995.

The Company will establish its separate stock option and incentive plans in
conjunction with the Split-Off. Refer to Note 12.

NOTE 12 -- SUBSEQUENT EVENTS

Formation of Ingram Micro Inc.

On April 29, 1996, a Delaware corporation, Ingram Micro Inc., was formed to
hold all of the outstanding stock of Ingram Micro Holdings Inc. ("Holdings"). It
is the Company's plan to merge with and into such Delaware corporation prior to
the effective date of a registration statement on Form S-1 filed with the
Securities and Exchange Commission. The proposed merger will not impact the
Company's financial statements, as the Company's historical financial statements
reflect the capital structure described herein.

Ingram Micro Inc., a Delaware corporation, has two classes of common stock
consisting of 265,000,000 shares of $0.01 par value Class A Common Stock,
135,000,000 shares of $0.01 par value Class B Common Stock and 1,000,000 shares
of $0.01 par value Preferred Stock. Class A stockholders are entitled to one
vote on each matter to be voted on by the shareholders whereas the Class B
stockholders are entitled to ten votes on each matter to be voted on by the
shareholders. The two classes of stock have similar rights in all other
respects. Each share of Class B Common Stock may at any time be converted to a
share of Class A Common Stock; however, conversion will occur automatically on
the earliest to occur of (i) the fifth anniversary of the consummation of the
Split-Off pursuant to the Exchange Agreement; (ii) the sale of such share of
Class B Common Stock to any person not provided for under the provisions of the
Board Representation Agreement;

F-17
<PAGE> 98

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

or (iii) the date on which the number of shares of Class B Common Stock then
outstanding represents less than 25% of the aggregate number of shares of Class
A Common Stock and Class B Common Stock then outstanding. The capital structure
resulting from the formation of the Delaware corporation was finalized on
September 9, 1996 and the Company has 107,251,352 shares of Class B Common Stock
outstanding.

Key Employee Stock Purchase Plan

As of April 30, 1996, the Company adopted the Key Employee Stock Purchase
Plan (the "Plan") which provides for the issuance of up to 4,000,000 shares of
Class B Common Stock to certain employees. In June 1996, the Company offered
2,775,000 shares of its Class B Common Stock to certain employees pursuant to
the Plan, and subsequently sold 2,510,400 shares with net proceeds of
approximately $17,173. The shares sold thereby are subject to vesting and
certain restrictions on transfer, may be redeemable prior to vesting and are
subject to repurchase by the Company upon termination of employment. In
addition, the Company granted, pursuant to this Plan, 107,000 restricted shares
of Class B Common Stock to certain officers and employees of the Company. These
shares are subject to vesting. Prior to vesting, these restricted grant shares
are subject to forfeiture to the Company without consideration.

1996 Equity Incentive Plan

As of April 30, 1996, the Company adopted the 1996 Equity Incentive Plan
and Ingram Industries approved the grant of options under this plan. In June
1996, the Company issued options at $7.00 per share to purchase an aggregate of
approximately 4,800,000 shares of Class B Common Stock under its Equity
Incentive Plan to all eligible employees of the Company. These options vest and
generally become exercisable over five years from the issue date and expire
eight years after the issue date.

Split-Off, Reorganization and Exchange

The Company plans to engage in a Split-Off, consisting of a Reorganization
and an Exchange, from Ingram Industries and Ingram Entertainment. Pursuant to
the Reorganization Agreement it is contemplated that the Company will retain all
of the assets and liabilities associated with the Company's business and will
indemnify Ingram Industries and Ingram Entertainment for all liabilities related
to the Company's business and operations or otherwise assigned to the Company.
In addition the Reorganization Agreement provides for the sharing by the Company
of approximately 73% of certain contingent assets and liabilities not allocated
to one of the parties. The Company will assume a portion of Ingram Industries'
debt in return for the extinguishment of intercompany indebtedness. The debt to
be assumed by the Company includes an accounts receivable securitization program
which will be transferred to the Company subsequent to the Split-Off and may
include $192,900 of privately placed term debt. The Company will also enter into
a $1 billion Credit Facility.

In connection with the Reorganization Agreement, the Company is expected to
enter into an employee benefits transfer and assumption agreement with Ingram
Industries and Ingram Entertainment which will provide for the allocation of
employee benefit assets and liabilities on a pro rata basis to each of the
parties of the Split-Off. It is also contemplated that the Company will enter
into a Tax Sharing Agreement. This Agreement will hold the Company liable for
its allocable share of the consolidated federal and state income tax liability
for the year that includes the Split-Off and approximately 73% of any adjustment
in excess of reserves already established by Ingram Industries for past federal
or state tax liabilities of the Company, Ingram Industries or Ingram
Entertainment. In addition, the Company will share in any refunds received. The
Company will also enter into Transitional Service Agreements related to certain
administration services including data processing.

F-18
<PAGE> 99

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In conjunction with the Reorganization, the Company will consummate an
Exchange pursuant to which the existing shareholders of Ingram Industries may
exchange all or a portion of their shares of Ingram Industries common stock for
shares of Class B Common Stock of the Company and/or common stock of
Entertainment of equivalent value. If all stockholders were to exchange all
eligible shares, they would receive 107,251,352 shares of Class B Common Stock.
Pursuant to a Transfer Restrictions Agreement, the shares of Class B Common
Stock received by employees of the Company, Ingram Industries or Ingram
Entertainment in the Exchange are expected to be subject to repurchase by the
Company upon termination of employment. The repurchase feature lapses upon
consummation of an initial public offering.

F-19
<PAGE> 100

[INGRAM MICRO LOGO]
<PAGE> 101

PROSPECTUS (Subject to Completion)

Issued September 9, 1996

20,000,000 Shares

[INGRAM MICRO LOGO]

CLASS A COMMON STOCK

---------------------------

OF THE 20,000,000 SHARES OF CLASS A COMMON STOCK (THE "COMMON STOCK") OFFERED
HEREBY, 4,000,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE THE UNITED STATES
AND CANADA BY THE INTERNATIONAL UNDERWRITERS, AND 16,000,000 SHARES ARE BEING
OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS.
SEE "UNDERWRITERS." UP TO 2,300,000 OF THE SHARES OF COMMON STOCK OFFERED
HEREBY ARE BEING RESERVED FOR SALE TO CERTAIN INDIVIDUALS AND INGRAM
INDUSTRIES INC. SEE "EMPLOYEE AND PRIORITY OFFERS." ALL SUCH SHARES ARE
BEING OFFERED ON THE SAME TERMS AND CONDITIONS AS THE SHARES BEING
OFFERED TO THE PUBLIC GENERALLY, AND ANY PURCHASERS OF SUCH SHARES WHO
ARE AFFILIATES OF THE COMPANY WILL REPRESENT THAT ANY PURCHASES ARE
BEING MADE FOR INVESTMENT PURPOSES ONLY. ALL OF THE SHARES OF
COMMON STOCK OFFERED HEREBY ARE BEING ISSUED AND SOLD BY THE
COMPANY. PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET
FOR THE COMMON STOCK OF THE COMPANY. IT IS CURRENTLY ESTIMATED
THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $14 AND
$16 PER SHARE. SEE "UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS
TO BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING
PRICE. THE COMPANY HAS TWO CLASSES OF AUTHORIZED COMMON STOCK,
THE COMMON STOCK OFFERED HEREBY AND THE CLASS B COMMON STOCK
(THE "CLASS B COMMON STOCK," AND COLLECTIVELY WITH THE COMMON
STOCK, THE "COMMON EQUITY"). THE RIGHTS OF HOLDERS OF COMMON
STOCK AND CLASS B COMMON STOCK ARE IDENTICAL EXCEPT FOR
VOTING AND CONVERSION RIGHTS AND RESTRICTIONS ON
TRANSFERABILITY. HOLDERS OF THE COMMON STOCK ARE
ENTITLED TO ONE VOTE PER SHARE, AND HOLDERS OF THE
CLASS B COMMON STOCK ARE ENTITLED TO TEN VOTES PER
SHARE ON MOST MATTERS SUBJECT TO STOCKHOLDER VOTE.
UPON THE CLOSING OF THIS OFFERING, THE INGRAM FAMILY
STOCKHOLDERS (AS DEFINED HEREIN) WILL HAVE
APPROXIMATELY 80.7% OF THE COMBINED VOTING POWER
OF THE COMMON EQUITY (80.5% IF THE U.S.
UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT
OPTION IN FULL). THE COMMON STOCK HAS BEEN
APPROVED FOR LISTING, SUBJECT TO OFFICIAL
NOTICE OF ISSUANCE, ON THE NEW YORK STOCK
EXCHANGE UNDER THE SYMBOL "IM."

---------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THIS OFFERING.

---------------------------

PRICE $ A SHARE

---------------------------

- ------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company estimated at $1,400,000.

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Wilson Sonsini Goodrich & Rosati, counsel for the Underwriters. It is
expected that delivery of the Shares will be made on or about ,
1996 at the office of Morgan Stanley & Co. Incorporated, New York, New York,
against payment therefor in immediately available funds.
---------------------------

MORGAN STANLEY & CO.
International

THE ROBINSON-HUMPHREY COMPANY, INC.

ALEX. BROWN & SONS
INTERNATIONAL

HAMBRECHT & QUIST

J.C. BRADFORD & CO.
, 1996
<PAGE> 102

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. 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:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 111,034
NYSE listing fee................................................. 147,600
NASD filing fee.................................................. 30,500
Printing and engraving expenses.................................. 250,000
Accounting fees and expenses..................................... 130,000
Legal fees and expenses.......................................... 600,000
Transfer Agent fees and expenses................................. 20,000
Blue Sky fees and expenses and legal fees........................ 70,000
Miscellaneous.................................................... 40,866
----------
Total.................................................. $1,400,000
==========
</TABLE>

ITEM 14. 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

II-1
<PAGE> 103

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.

Reference is made to the underwriting agreement to be filed as an Exhibit
hereto, pursuant to which the Underwriters will agree to indemnify officers and
directors of the Company against certain liabilities under the Securities Act.

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 15. RECENT SALES OF UNREGISTERED SECURITIES

In the second quarter of 1996, the Company offered 2,775,000 shares of its
Class B Common Stock to certain of its employees, of which 2,510,400 shares were
purchased for $17.6 million. The shares were issued without registration under
the Securities Act in reliance upon the exemptions from registration afforded by
Section 4(2) of the Securities Act, and Regulation D and Regulation S
promulgated under the Securities Act. All such shares were issued pursuant to
the Company's Key Employee Stock Purchase Plan and are subject to certain
restrictions.

Reference is made to "Management -- Rollover Plan" and "The
Split-Off -- The Exchange" regarding shares, and options exercisable for shares,
of the Company's Common Equity, to be issued in connection with the Exchange,
the purchasers thereof and the consideration therefor. Such issuances will occur
without registration under the Securities Act in reliance upon the exemptions
from registration afforded by Section 4(2) of the Securities Act and Regulation
D promulgated under the Securities Act.

II-2
<PAGE> 104

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) LIST OF EXHIBITS.

<TABLE>
<C> <C> <S>
1.01 -- Form of Underwriting Agreement*
3.01 -- Form of Certificate of Incorporation of the Registrant+
3.02 -- Form of Bylaws of the Registrant+
3.03 -- Form of Amended Bylaws of the Registrant*
4.01 -- Specimen Certificate for the Class A Common Stock, par value $0.01 per share,
of the Registrant*
5.01 -- Opinion of Davis Polk & Wardwell*
10.01 -- Ingram Micro Inc. Executive Incentive Bonus Plan+
10.02 -- Ingram Micro Inc. Management Incentive Bonus Plan+
10.03 -- Ingram Micro Inc. General Employee Incentive Bonus Plan+
10.04 -- Agreement dated as of December 21, 1994 between the Company and Jeffrey R.
Rodek+
10.05 -- Agreement dated as of April 25, 1988 between the Company and Sanat K. Dutta+
10.06 -- Agreement dated as of June 21, 1991 between the Company and John Wm.
Winkelhaus, II
10.07 -- Ingram Micro Inc. Rollover Stock Option Plan+
10.08 -- Ingram Micro Inc. Key Employee Stock Purchase Plan+
10.09 -- Ingram Micro Inc. 1996 Equity Incentive Plan+
10.10 -- Ingram Micro Inc. Amended 1996 Equity Incentive Plan*
10.11 -- Severance Agreement dated as of June 1, 1996 among the Company, Ingram
Industries, Linwood A. Lacy, Jr., and NationsBank, N.A., as trustee of the
Linwood A. Lacy, Jr. 1996 Irrevocable Trust dated February 1996+
10.12 -- Credit Facility*
10.13 -- Form of Reorganization Agreement dated as of [ ], 1996 among the
Company, Ingram Industries, and Ingram Entertainment
10.14 -- Form of Registration Rights Agreement dated as of [ ], 1996 among
the Company and the persons listed on the signature pages thereof
10.15 -- Form of Board Representation Agreement
10.16 -- Form of Thrift Plan Liquidity Agreement dated as of [ ], 1996 among
the Company and the Ingram Thrift Plan
10.17 -- Form of Tax Sharing and Tax Services Agreement dated [ ], 1996
among the Company, Ingram Industries, and Ingram Entertainment
10.18 -- Form of Master Services Agreement dated as of [ ], 1996 among the
Company, Ingram Industries, and Ingram Entertainment
10.19 -- Form of Employee Benefits Transfer and Assumption Agreement dated as of
[ ], 1996 among the Company, Ingram Industries, and Ingram
Entertainment
10.20 -- Form of Data Center Services Agreement dated as of [ ], 1996 among
the Company, Ingram Book Company, and Ingram Entertainment Inc.
10.21 -- Form of Exchange Agreement dated as of [ ], 1996 among the Company,
Ingram Industries, Ingram Entertainment and the other parties thereto
10.22 -- Agreement dated as of August 26, 1996 between the Company and Jerre L. Stead
21.01 -- Subsidiaries of the Registrant+
23.01 -- Consent of Price Waterhouse LLP
23.02 -- Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit
5.01)
24.01 -- Powers of Attorney of certain officers and directors of the Registrant+
24.02 -- Power of Attorney for Jerre L. Stead (see page II-6)
27.01 -- Financial Data Schedule (EDGAR version only)+
</TABLE>

- ---------------
* To be filed by amendment.
+ Previously filed.

II-3
<PAGE> 105

(b) FINANCIAL STATEMENT SCHEDULES

See Schedule II on page S-1. All other schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable
or the information is contained in the Consolidated Financial Statements and
related notes and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that:

(1) It will provide to the underwriters at the closing specified in
the underwriting agreements certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

(2) 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.

(3) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(4) 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.

II-4
<PAGE> 106

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ingram Micro
Inc. has duly caused this Amendment No. 2 to the 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 9th day of September, 1996.

INGRAM MICRO INC.

By: /s/ MICHAEL J. GRAINGER

------------------------------------
Name: Michael J. Grainger
Title: Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------ ------------------
<S> <C> <C>
/s/ MICHAEL J. GRAINGER Chief Financial Officer (Principal September 9, 1996
- ------------------------------------------ Financial Officer and Principal
Michael J. Grainger Accounting Officer)
* President and Chief Operating September 9, 1996
- ------------------------------------------ Officer; Director
Jeffrey R. Rodek
* Vice Chairman; Director September 9, 1996
- ------------------------------------------
David R. Dukes
* Director September 9, 1996
- ------------------------------------------
Martha R. Ingram
* Director September 9, 1996
- ------------------------------------------
John R. Ingram
* Director September 9, 1996
- ------------------------------------------
David B. Ingram
* Director September 9, 1996
- ------------------------------------------
Philip M. Pfeffer
* Pursuant to Power of Attorney previously
filed with the Commission.
/s/ MICHAEL J. GRAINGER Attorney-in-Fact September 9, 1996
- ------------------------------------------
Michael J. Grainger
</TABLE>

II-5
<PAGE> 107

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints John R. Ingram, James E. Anderson, Jr. and Michael J. Grainger, 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 things 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 AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<S> <C> <C>
/s/ JERRE L. STEAD Chief Executive Officer (Principal September 9, 1996
- ------------------------------------------ Executive Officer); Chairman of the
Jerre L. Stead Board of Directors
</TABLE>

II-6
<PAGE> 108

INGRAM MICRO INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END OF
DESCRIPTION OF YEAR EXPENSES OTHER(*) DEDUCTIONS YEAR
- ----------------------------------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
receivable and sales returns:
1995............................. $ 25,668 $ 24,168 $ 673 $(19,718) $ 30,791
1994............................. 18,594 20,931 (4) (13,853) 25,668
1993............................. 12,928 17,492 2,343 (14,169) 18,594
Inventory obsolescence:
1995............................. $ 10,706 $ 13,199 $ 207 $(11,867) $ 12,246
1994............................. 9,431 9,410 257 (8,392) 10,706
1993............................. 6,076 6,587 121 (3,353) 9,431
</TABLE>

- ---------------
* Other includes recoveries, acquisitions and the effect of fluctuations in
foreign currency.

S-1
<PAGE> 109

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ------------------------------------------------------------------------- ----------
<C> <C> <S> <C>
1.01 -- Form of Underwriting Agreement*
3.01 -- Form of Certificate of Incorporation of the Registrant+
3.02 -- Form of Bylaws of the Registrant+
3.03 -- Form of Amended Bylaws of the Registrant*
4.01 -- Specimen Certificate for the Class A Common Stock, par value $0.01 per
share, of the Registrant*
5.01 -- Opinion of Davis Polk & Wardwell*
10.01 -- Ingram Micro Inc. Executive Incentive Bonus Plan+
10.02 -- Ingram Micro Inc. Management Incentive Bonus Plan+
10.03 -- Ingram Micro Inc. General Employee Incentive Bonus Plan+
10.04 -- Agreement dated as of December 21, 1994 between the Company and
Jeffrey R. Rodek+
10.05 -- Agreement dated as of April 25, 1988 between the Company and Sanat K.
Dutta+
10.06 -- Agreement dated as of June 21, 1991 between the Company and John Wm.
Winkelhaus, II
10.07 -- Ingram Micro Inc. Rollover Stock Option Plan+
10.08 -- Ingram Micro Inc. Key Employee Stock Purchase Plan+
10.09 -- Ingram Micro Inc. 1996 Equity Incentive Plan+
10.10 -- Ingram Micro Inc. Amended 1996 Equity Incentive Plan*
10.11 -- Severance Agreement dated as of June 1, 1996 among the Company, Ingram
Industries, Linwood A. Lacy, Jr., and NationsBank, N.A., as trustee of
the Linwood A. Lacy, Jr. 1996 Irrevocable Trust dated February 1996+
10.12 -- Credit Facility*
10.13 -- Form of Reorganization Agreement dated as of [ ], 1996 among
the Company, Ingram Industries, and Ingram Entertainment
10.14 -- Form of Registration Rights Agreement dated as of [ ], 1996
among the Company and the persons listed on the signature pages thereof
10.15 -- Form of Board Representation Agreement
10.16 -- Form of Thrift Plan Liquidity Agreement dated as of [ ], 1996
among the Company and the Ingram Thrift Plan
10.17 -- Form of Tax Sharing and Tax Services Agreement dated [ ], 1996
among the Company, Ingram Industries, and Ingram Entertainment
10.18 -- Form of Master Services Agreement dated as of [ ], 1996 among
the Company, Ingram Industries, and Ingram Entertainment
10.19 -- Form of Employee Benefits Transfer and Assumption Agreement dated as of
[ ], 1996 among the Company, Ingram Industries, and Ingram
Entertainment
10.20 -- Form of Data Center Services Agreement dated as of [ ], 1996
among the Company, Ingram Book Company, and Ingram Entertainment Inc.
10.21 -- Form of Exchange Agreement dated as of [ ], 1996 among the
Company, Ingram Industries, Ingram Entertainment and the other parties
thereto
10.22 -- Agreement dated as of August 26, 1996 between the Company and Jerre L.
Stead
21.01 -- Subsidiaries of the Registrant+
23.01 -- Consent of Price Waterhouse LLP
23.02 -- Consent of Davis Polk & Wardwell (included in their opinion filed as
Exhibit 5.01)
24.01 -- Powers of Attorney of certain officers and directors of the Registrant+
24.02 -- Power of Attorney for Jerre L. Stead (see page II-6)
27.01 -- Financial Data Schedule (EDGAR version only)+
</TABLE>

- ---------------
* To be filed by amendment.

+ Previously filed.

<PAGE> 1
Exhibit 10.06

June 21, 1991

Mr. John Winkelhaus
Sr. Vice President Sales
Ingram Micro
2801 S. Yale St.
Santa Ana, California 92704

Dear John:

This letter will confirm Ingram Micro's offer to you of employment as
Senior Vice President of Europe. In this capacity you will be responsible for
all facets of Ingram Micro's European operation, including Ingram SoftEurop,
Ingram Micro (UK), the Ingram Co-ordination Center, and our planned acquisitions
and/or joint ventures in the Nordic and Germanic countries. You will report to
the Chairman and Chief Executive Officer, Linwood A. Lacy, Jr. You will serve on
the Boards of Ingram SoftEurop, Ingram Micro (UK), Ingram Micro Europe, and the
Ingram Co-ordination Center. You will be expected to live in Belgium and will be
an employee of the Co-ordination Center.

Your direct reports will be Jean Walreavans, Managing Director of Ingram
SoftEurop, Martin Blaney, Managing Director of Ingram Micro (UK) and Thierry
Denaisse in his role as Managing Director of the Ingram Co-ordination Center. As
additional joint ventures or acquisitions are made the respective heads of those
organizations will report to you as well. As you know, Jean Walreavans will be
leaving Ingram's employment within the next six months, and one of your first
key responsibilities will be to locate and train his replacement.

We would expect you to assume this responsibility in November or December
of 1991, knowing that there are major and important sales tasks that you need to
perform in the States in your present responsibility between now and then. Also,
we will need to locate and, with your assistance, train a successor as Senior
Vice President of Sales.
<PAGE> 2
Mr. John Winkelhaus 2 June 21, 1991

Your base salary will be $200,000 per year to be paid on the company's
normal payroll cycle. You will have a performance and salary review on December
31, 1992, and annually thereafter. In addition the company will pay your actual
cost of rental housing in Belgium, including all utilities except telephone. The
company will provide you a car, including operating expenses, insurance, etc.

The company will provide the full cost of tuition and fees for your
children when they are ready to attend school. The company will pay for language
training for you, your wife, and your children, as appropriate. This training
can begin when you wish. Ken Woolf has arranged for lessons with Berlitz in
Orange County.

Your will be eligible for an Executive Bonus Plan which will be based upon
the European profitability/return on investment and your individual performance
goals in 1992. The target bonus will be 50 percent of your earned salary in
1992, 40 percent of which will be paid for attainment of personal performance
goals and 60 percent of which will be paid upon attainment of the European
profit goals. This bonus will be paid the first week in March 1993. Since we
anticipate that our European operations will be in a turnaround and building
mode, the profit goals for 1992 will be drawn with this in mind. We may work
with you to construct a series of performance objectives, which are more
independent of profit performance than what you are used to in the U.S. program.

For the remainder of 1991 you will continue to be compensated under the
programs of the Senior Vice President of Sales, including your Quarterly Sales
Executive Bonus and the Annual Executive Bonus Plan, and your present salary.
Your new salary and bonus program will begin Jan 1, 1992.

In light of your receipt of free use of a car in Europe, your supplemental
benefits allowance of $8K per year will be suspended, as long as you are in
Europe.

Your total compensation will be split into the appropriate portions to be
paid partially in the host country currency and partially in U.S. dollars
deposited to your domestic checking account. The split proportions will be
determined by you. You will have available to you both Ingram Industries tax
council and the advice of Price Waterhouse in Belgium.

You requested of us additional cost of living adjustment beyond the free
housing and education. Our analysis is that your effective tax cost will be
lowered
<PAGE> 3
Mr. John Winkelhaus 3 June 21, 1991

by the Federal allowance provided to Americans working out of the country, the
absence of California state tax, and the low tax rate in Belgium (resultant from
the Coordination Center employment and your frequent out of country travels). We
believe the allowances and tax benefits more than outweigh any additional living
costs.

If you and we determine that this is not the case, now, or in the future,
then we will adjust your compensation to "keep you whole".

This assignment is for at least two years. We hope you will be able and
willing to stay longer. We will expect you to make a good faith effort to remain
in the position for that two year minimum.

If you chose to leave Ingram Micro employment at any time during your
European assignment, it will be Ingram Micro's financial responsibility to move
you and your family back to the U.S., if your new employer will not bear your
moving costs. The only exception to this commitment is if you go to work for a
direct competitor of Ingram Micro, in the microcomputer distribution business.

Ingram Micro will pay the full cost of relocation for you and your family,
including temporary housing, any furniture storage, etc. Any costs which are not
deductible for tax purposes will be grossed up. There will be a $5,000
"miscellaneous relocation allowance" to cover incidental costs to you in the
move. We will pay for furniture and car storage in the U.S. for the duration of
your International assignment.

Your health benefits will be the same as for other Ingram Co-ordination
senior employees. Your group life insurance coverage will continue in effect
while you work out of the country. Your participation in the Ingram Industries
Employee Thrift Plan (401K Plan) must be discontinued, but you are eligible to
participate in the supplemental executive deferred compensation plan.

Ingram Micro will pay for two home leave return trips per year for you and
your family to the U.S. We assume these will be likely around family vacations.
We would expect you to make every effort to co-ordinate such return trips with
your business travel, to minimize the cost to the company. You should observe a
vacation schedule of three weeks per year for yourself, in accordance with U.S.
practice for a five year employee.
<PAGE> 4
Mr. John Winkelhaus 4 June 21, 1991

It is important that we make clear what are your reassignment options, if
you wish to return to the States after two years. The company will make every
effort to provide you with an appropriate position within Ingram Micro or Ingram
Industries. However, there can be no commitment of a U.S. position under every
business circumstance.

We look forward to your excellent leadership of Ingram Micro's European
operations.

If you have any questions, please contact me.

Please acknowledge and accept this assignment by signing below.

Very truly yours,

Linwood A. Lacy, Jr.

cc. Bronson Ingram
Phil Pfeffer
David Dukes
Ken Woolf

________________________________________ ________________________________
John Winkelhaus Date

<PAGE> 1
Exhibit 10.13

REORGANIZATION AGREEMENT

DATED AS OF

[ ], 1996

AMONG

INGRAM INDUSTRIES INC.,

INGRAM MICRO INC.,

AND

INGRAM ENTERTAINMENT INC.
<PAGE> 2
TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
Page

ARTICLE 1

DEFINITIONS
<S> <C> <C>
SECTION 1.1. DEFINITIONS.............................................................. 1

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

SECTION 2.1. CORPORATE EXISTENCE AND POWER............................................ 3
SECTION 2.2. CORPORATE AUTHORIZATION.................................................. 3
SECTION 2.3. GOVERNMENTAL AUTHORIZATION............................................... 3
SECTION 2.4. NON-CONTRAVENTION........................................................ 4

ARTICLE 3

CERTAIN LIABILITIES; CERTAIN ASSETS

SECTION 3.1. ASSUMED LIABILITIES...................................................... 4
SECTION 3.2. CERTAIN CONTINGENT ASSETS................................................ 8
SECTION 3.3. CERTAIN ADJUSTMENTS...................................................... 9

ARTICLE 4

GENERAL COVENANTS

SECTION 4.1. CONDUCT OF THE BUSINESS.................................................. 10
SECTION 4.2. ACCESS; CONFIDENTIALITY.................................................. 11
SECTION 4.3. BEST EFFORTS; FURTHER ASSURANCES......................................... 12
SECTION 4.4. LOANS; REPURCHASE AGREEMENTS............................................. 12
SECTION 4.5. CROSS-GUARANTEES......................................................... 12
SECTION 4.6. PUBLIC ANNOUNCEMENTS..................................................... 13
SECTION 4.7. NOTICES OF CERTAIN EVENTS................................................ 14

ARTICLE 5

SURVIVAL; INDEMNIFICATION
- --------
(1) The Table of Contents is not a part of this Agreement.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C> <C>
SECTION 5.1. SURVIVAL................................................................. 14
SECTION 5.2. INDEMNIFICATION.......................................................... 14
SECTION 5.3. PROCEDURES............................................................... 15

ARTICLE 6

TERMINATION

SECTION 6.1. GROUNDS FOR TERMINATION.................................................. 17
SECTION 6.2. EFFECT OF TERMINATION.................................................... 17

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. HEADINGS................................................................. 17
SECTION 7.2. ENTIRE AGREEMENT......................................................... 17
SECTION 7.3. NOTICES.................................................................. 17
SECTION 7.4. APPLICABLE LAW........................................................... 18
SECTION 7.5. SEVERABILITY............................................................. 18
SECTION 7.6. SUCCESSORS, ASSIGNS, TRANSFEREES......................................... 18
SECTION 7.7. COUNTERPARTS............................................................. 18
SECTION 7.8. AMENDMENTS AND WAIVERS................................................... 18
SECTION 7.9. CONSENT TO JURISDICTION.................................................. 19

EXHIBITS

Exhibit I - Form of Master Services Agreement
Exhibit II - Form of Risk Management Agreement
Exhibit III - Form of Data Center Services Agreement
Exhibit IV - Form of Tax Sharing and Tax Services
Agreement
Exhibit V - Form of Employee Benefits Transfer and
Assumption Agreement
</TABLE>

ii
<PAGE> 4
REORGANIZATION AGREEMENT

AGREEMENT dated as of [ ], 1996 among Ingram
Industries Inc., a Tennessee corporation ("INDUSTRIES"), Ingram Micro Inc., a
Delaware corporation ("MICRO"), and Ingram Entertainment Inc., a Tennessee
corporation ("ENTERTAINMENT" and, together with Industries and Micro, the
"INGRAM COMPANIES").

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1. DEFINITIONS. (a) The following terms, as used
herein, have the following meanings:

"AFFILIATE" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with such other Person; provided that for purposes of this Agreement no
Ingram Company shall be deemed an Affiliate of any other Ingram Company. For
purposes of this definition, the term "control", when used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through ownership of voting securities, by contract or otherwise, and the terms
"controlling", "controlled by" and "under common control with" have meanings
correlative to the foregoing.

"ANCILLARY AGREEMENTS" means (i) the Master Services Agreement
substantially in the form attached as Exhibit I hereto, (ii) the Risk Management
Agreement substantially in the form attached as Exhibit II hereto, (iii) the
Data Center Services Agreement substantially in the form attached as Exhibit III
hereto, (iv) the Tax Sharing and Tax Services Agreement substantially in the
form attached as Exhibit IV hereto and (v) the Employee Benefits Transfer and
Assumption Agreement substantially in the form attached as Exhibit V hereto.

"CARRYING COST" means, with respect to any investment, the
carrying cost of such investment from the date specified in Article 3 with
respect to such investment to the date of disposition of such investment,
calculated by Industries on the basis of the average borrowing rate of
Industries during such period as published
<PAGE> 5
from time to time by the Industries treasury department as applied to the amount
of Industries' invested capital from time to time with respect to such
investment.

"COVERED PERSON" means (i) with respect to Micro, each
Subsidiary of Micro, (ii) with respect to Entertainment, each Subsidiary of
Entertainment and (iii) with respect to Industries, each business operating unit
of Industries and each Subsidiary of Industries (other than Micro, Entertainment
and their respective Subsidiaries); provided that "Covered Person" shall in no
event include Cactus, Magnolia or IMS.

"EFFECTIVE TIME" means the effective time of the Closing as
defined in the Exchange Agreement.

"EXCHANGE AGREEMENT" means the Exchange Agreement dated as of
the date hereof among each Ingram Company and the Persons listed on the
signature pages thereof.

"MATERIAL ADVERSE EFFECT" means, with respect to any Ingram
Company, a material adverse effect on the business, assets, condition (financial
or otherwise) or result of operations of the business of such Ingram Company and
its Subsidiaries taken as a whole.

"PERSON" means an individual, corporation, partnership,
association, trust, limited liability company or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

"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 immediately after the Closing.

2
<PAGE> 6
(b) Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<CAPTION>
TERM SECTION
<S> <C> <C>
Cactus 3.2
Cooper Agreement 3.2
Currently Pledged Stock 4.4
IMS 3.1
Indemnified Party 5.3
Indemnifying Party 5.3
IOBC 3.1
IPSI 3.2
Loss 5.2
Magnolia 3.1
Purchase Period 3.1
</TABLE>

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each party represents and warrants to each other party as of
the date hereof and as of the Effective Time that:

SECTION 2.1. CORPORATE EXISTENCE AND POWER. Such party is a
corporation duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all corporate powers and
all governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted, except where the failure to
have such governmental licenses, authorizations, permits, consents and approvals
does not have a Material Adverse Effect or would not prevent such party from
performing any of its obligations hereunder or under the Ancillary Agreements.

SECTION 2.2. CORPORATE AUTHORIZATION. The execution, delivery
and performance by such party of this Agreement and each of the Ancillary
Agreements to which such party is a party are within its corporate powers and
have been duly authorized by all necessary corporate and stockholder action on
its part. This Agreement constitutes, and when executed and delivered, each of
the Ancillary Agreements to which such party is a party will constitute, a valid
and binding agreement of such party.

SECTION 2.3. GOVERNMENTAL AUTHORIZATION. The execution,
delivery and performance by such party of this

3
<PAGE> 7
Agreement and each of the Ancillary Agreements to which such party is a party
require no action by or in respect of, or filing with, any governmental body,
agency or official other than (i) compliance with any applicable requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations promulgated thereunder and (ii) such other matters where
the failure to take such action or make such filing would not have a Material
Adverse Effect or prevent such party from performing any of its obligations
hereunder or the Ancillary Agreements.

SECTION 2.4. NON-CONTRAVENTION. The execution, delivery and
performance by such party of this Agreement and each of the Ancillary Agreements
to which such party is a party do not (i) violate the certificate of
incorporation or bylaws of such party, (ii) assuming compliance with the matters
referred to in Section 2.3, violate any applicable law, rule, regulation,
judgment, injunction, order or decree, (iii) constitute a default under or give
rise to any right of termination, cancellation or acceleration of any right or
obligation of any party or to a loss of any benefit relating to the business of
such party to which any party is entitled under any permit or license or any
provision of any agreement, contract or other instrument binding upon any party
or by which any of the assets of such party is or may be bound or (iv) result in
the creation or imposition of any lien on any asset of such party, except, in
the case of clauses (ii) through (iv), as would not, individually or in the
aggregate, have a Material Adverse Effect or prevent such party from performing
in any material respect any of its obligations hereunder or under the Ancillary
Agreements.

ARTICLE 3

CERTAIN LIABILITIES; CERTAIN ASSETS

SECTION 3.1. ASSUMED LIABILITIES. (a) Upon the terms and
subject to the conditions of this Agreement and except as otherwise provided in
the Ancillary Agreements, each party agrees, at the Effective Time, to assume,
or remain liable for, as the case may be, and shall thereafter pay, perform and
discharge, the following liabilities and obligations:

(i) liabilities and obligations incurred by such party
(in the case of Micro and Entertainment) and its Covered Persons, or by
any Covered Person of such party (in the case of Industries), with
respect to periods ending on or prior to the Effective Time, other than
liabilities and obligations arising directly or

4
<PAGE> 8
indirectly as a result of (1) any intentional act which is tortious or
(2) any illegal act, in either case committed by (x) a corporate
officer of Industries (except for actions that are believed by such
person to be in furtherance of his duties as an officer or employee of
Micro, Entertainment, any of their respective Covered Persons or a
Covered Person of Industries), (y) any other employee of Industries
whose responsibilities are not primarily associated with Micro,
Entertainment, any of their respective Covered Persons or a Covered
Person of Industries, or (z) any other employee or agent of another
party;

(ii) liabilities and obligations incurred by any other
party (if such other party is Micro or Entertainment) and its Covered
Persons, or by any Covered Person of any other party (if such other
party is Industries), with respect to periods ending on or prior to the
Effective Time arising directly or indirectly as a result of (x) any
intentional act which is tortious or (y) any illegal act, in either
case committed by an employee or agent of such party or its Covered
Persons (in the case of Micro or Entertainment) or by a Covered Person
of such party (in the case of Industries);

(iii) in the case of Industries and subject to Section
3.1(b)(ii), general corporate level liabilities and obligations
recorded under Industries' internal accounting system as "home office"
liabilities up to an aggregate amount of $100,000 incurred by
Industries with respect to periods ending on or prior to the Effective
Time, to the extent that such liabilities and obligations (x) are not
attributable to Micro, Entertainment, any of their respective Covered
Persons or any Covered Person of Industries, (y) have not been reserved
for on the December 31, 1995 balance sheet of any Ingram Company and
(z) are extraordinary and non-recurring in nature and arise other than
in the ordinary course of business;

(iv) in the case of Micro, in the event that the net
proceeds from a disposition by Industries of its investment in common
stock of Stream, Inc. are less than $500,580, liabilities and
obligations in an amount equal to the sum of (x) such shortfall and (y)
the Carrying Cost of such investment from and after December 31, 1995.

(v) in the case of Industries, (x) the first $4,500,000
of liabilities and obligations payable in

5
<PAGE> 9
connection with the settlement following December 31, 1995 of Bluewater
Insurance, Ltd. claims arising under the treaties listed on Schedule
3.1(a)(v) and (y) liabilities and obligations payable in connection
with the settlement following December 31, 1995 of such Bluewater
Insurance, Ltd. claims in excess of the second $4,500,000 of such
liabilities and obligations; and

(vi) liabilities and obligations incurred by such party
and its Covered Persons with respect to periods beginning after the
Effective Time.

(b) Upon the terms and subject to the conditions of this
Agreement, each of Industries, Micro and Entertainment agrees, at the Effective
Time, to assume (or retain, as the case may be) 23.01%, 72.84% and 4.15%,
respectively, of the following liabilities and obligations:

(i) liabilities and obligations incurred by any party or
any of its Covered Persons with respect to periods ending on or prior
to the Effective Time arising directly or indirectly as a result of (x)
any intentional act which is tortious or (y) any illegal act, in either
case committed by a corporate officer of Industries (except for actions
that are believed by such person to be in furtherance of his duties as
an officer or employee of Micro, Entertainment, any of their respective
Covered Persons or a Covered Person of Industries), or any other
employee of Industries whose responsibilities are not primarily
associated with Micro, Entertainment, any of their respective Covered
Persons or a Covered Person of Industries;

(ii) general corporate level liabilities and obligations
recorded under Industries' internal accounting system as "home office"
liabilities in excess of an aggregate amount of $100,000 incurred by
Industries with respect to periods ending on or prior to the Effective
Time to the extent that such liabilities and obligations (x) are not
attributable to Micro, Entertainment, any of their respective Covered
Persons or any Covered Person of Industries, (y) have not been reserved
for on the December 31, 1995 balance sheet of any Ingram Company and
(z) are extraordinary and non-recurring in nature and arise other than
in the ordinary course of business (in which case, all of such
liabilities and obligations in excess of $1.00 shall be assumed or
retained pursuant to this Section 3.1(b)(ii) and Industries shall be
reimbursed for any excess

6
<PAGE> 10
amounts paid in respect of such liabilities and obligations pursuant to
Section 3.1(a)(iii));

(iii) (x) liabilities and obligations, to the extent
accrued on December 31, 1995 (and not otherwise included in amounts to
be allocated to the parties hereto pursuant to the provisions of
Section 6.5 or Section 7.12 of the Exchange Agreement), incurred by
Industries under the Ingram Industries Inc. Supplemental Executive
Retirement Plan and the Ingram Supplemental Thrift Plan in respect of
E. Bronson Ingram, Neil N. Diehl, Linwood A. Lacy, Jr., John M.
Donnelly, David F. Sampsell and Philip M. Pfeffer and (y) liabilities
and obligations incurred by Industries in an amount equal to (A) the
aggregate purchase price paid by Industries for up to 135,000 shares of
common stock of Micro purchased by Industries in the open market during
the 15 day period commencing on the first day following the initial
public offering of Micro common stock on which Industries may
(consistent with applicable law and contractual restrictions) make open
market purchases of Micro common stock (the "PURCHASE PERIOD"), plus
(B) if Industries does not purchase 135,000 shares of Micro common
stock during the Purchase Period, the product of (1) 135,000, less the
number of shares actually purchased during the Purchase Period, and (2)
the average reported closing price of one share of Micro common stock
on such exchange or market as is the principal trading market for such
common stock for each day during the Purchase Period;

(iv) liabilities and obligations incurred by Industries in
an amount equal to the loss recognized in connection with the
disposition and winding up of the business by Industries of Ingram
Merchandising Services Inc. ("IMS") to the extent that such loss causes
the equity of IMS as reported on a stand alone basis to be less than
$8,956,000;

(v) liabilities and obligations incurred by Industries in
an amount equal to the sum of (x) the loss recognized in connection
with the disposition by Industries of its partnership interest in
Magnolia Coal Terminal ("MAGNOLIA") or a disposition by Magnolia of all
or substantially all of its assets (which loss shall be calculated
after taking into account (A) expenses incurred, and indemnification
payments received, after December 31, 1995 in connection with
environmental matters relating to such investment, (B) distributions
received after December 31, 1995 in respect of such investment and (C)
contributions made

7
<PAGE> 11
after December 31, 1995 with respect to such investment) and (y) the
Carrying Cost of such investment from and after December 31, 1995;

(vi) liabilities and obligations up to an aggregate amount
of $4,500,000 payable in connection with the settlement following
December 31, 1995 of Bluewater Insurance, Ltd. claims arising under the
treaties set forth on Schedule 3.1(a)(v), in excess of the first
$4,500,000 of such liabilities and obligations; and

(vii) liabilities and obligations up to an aggregate amount
of $2,500,000 incurred by Industries or Ingram Ohio Barge Co. ("IOBC")
pursuant to the guarantees by Industries and IOBC of the obligations of
IOBC under the 1974 charter agreement with Mellon Bank, as Owner
Trustee, and the 1975 charter agreement with Fleet National Bank of
Connecticut (formerly U.S. Trust), as such guarantees may be amended,
modified or supplemented from time to time.

(c) Without limiting the generality of the last sentence of
Section , nothing in this Agreement shall be deemed to give rise to, or
accelerate the performance of, any obligation of any party owing to a Person
other than a party to this Agreement.

SECTION 3.2. CERTAIN CONTINGENT ASSETS. Upon the terms and
subject to the conditions of this Agreement, the parties hereto agree that each
of the following assets shall be allocated 23.01% to Industries, 72.84% to Micro
and 4.15% to Entertainment:

(i) the amount by which the gain recognized in connection
with the disposition by Industries of its partnership interest in
Magnolia or a disposition by Magnolia of all or substantially all of
its assets (which gain shall be calculated after taking into account
(x) expenses incurred, and indemnification payments received, after
December 31, 1995 in connection with environmental matters relating to
such investment, (y) distributions received after December 31, 1995 in
connection with such investment and (z) contributions made after
December 31, 1995 with respect to its investment in Magnolia) exceeds
the Carrying Cost of such investment from and after December 31, 1995;

(ii) the amount by which the proceeds recognized by
Industries in connection with the disposition by

8
<PAGE> 12
Industries of its investment in common stock of Stream, Inc. as of
December 31, 1995 exceed the sum of (x) $500,580 plus (y) the Carrying
Cost of such investment from and after December 31, 1995; and

(iii) the amount of net cash flow distributed to Industries
resulting from the sale and liquidation of the ownership interest of
Ingram Petroleum Service Inc. ("IPSI") in Ingram Cactus Company
("CACTUS") (net of applicable income taxes and after liquidation of
assets and liabilities of IPSI inclusive of the cost of liquidating the
Cactus subsidiaries), minus the book value (net equity of IPSI
calculated in accordance with generally accepted accounting principles
at December 31, 1995), minus the Carrying Cost of Industries' equity
investment in IPSI from and after December 31, 1995. It is understood
and agreed by the parties that (1) an initial allocation of the net
amount referred to in this clause (iii) shall be made among the parties
30 days after final determination of the working capital adjustment as
provided for in Section 1.11 (a) of the Purchase Agreement (the "COOPER
AGREEMENT") with Cooper Cameron dated March 28, 1996, which shall
provide for Cactus' remaining unliquidated liabilities and (2) a final
allocation among the parties shall be made at such time thereafter as
all significant liabilities have been resolved or the parties have
mutually agreed on final provisions for all significant unresolved
liabilities; provided that the parties shall use all reasonable efforts
to cause such liabilities to be resolved no later than 24 months after
consummation of the transactions contemplated by the Cooper Agreement.

SECTION 3.3. CERTAIN ADJUSTMENTS. (a) Notwithstanding anything
herein to the contrary, the parties agree that, in consideration of
distributions to Industries previously made by Micro and Entertainment, no
amounts shall be allocated to, and no liabilities or obligations shall be
assumed or borne by, Micro or Entertainment pursuant to Section 6.5(a) or
Section 7.12 of the Exchange Agreement or pursuant to Article 3 of this
Agreement, until the aggregate of such amounts, costs, expenses, liabilities and
obligations shall exceed $20,778,000, in the case of Micro, or $1,160,000, in
the case of Entertainment, in which event such allocation or assumption shall be
made only to the extent of such excess. To the extent that the aggregate of such
costs, expenses, liabilities and obligations is less than $20,778,000 in the
case of Micro, or $1,160,000 in the case of Entertainment, Industries shall make
a payment in the amount of such difference to Micro or Entertainment, as the
case may be.

9
<PAGE> 13
(b) Notwithstanding anything herein to the contrary, the
amount of any gain or loss to be allocated among the Ingram Companies pursuant
to this Article 3 shall be determined after taking into account the actual tax
consequences of the recognition of such gain or loss to the party recognizing
such gain or loss (which consequences shall include, in the case of any such
gain, the amount of any tax imposed thereon and, in the case of any such loss,
any deduction to which such party becomes entitled as a result thereof).

ARTICLE 4

GENERAL COVENANTS

Each party hereto agrees that:

SECTION 4.1. CONDUCT OF THE BUSINESS. From the date hereof
until the Effective Time, such party shall conduct its business in the ordinary
course consistent with past practice and the published policies and procedures
of the Ingram Companies and use its best efforts to preserve intact the business
organizations and relationships with third parties and keep available the
services of the present employees of its business. Without limiting the
generality of the foregoing, from the date hereof until the Effective Time and
except in connection with the transactions contemplated hereby or by the
Ancillary Agreements or as otherwise approved by the board of directors of
Industries, such party will not:

(a) enter into any lease, contract, agreement, commitment,
arrangement or transaction, other than in the ordinary course of business
consistent with past practice;

(b) sell, lease, license or otherwise dispose of any assets
except (i) pursuant to existing contracts or commitments or (ii) in the ordinary
course of business consistent with past practice;

(c) modify, amend, cancel, terminate, forfeit, assign or
encumber in any material manner, other than in the ordinary course of business
consistent with past practice, any existing material franchise, license, permit,
consent, authority, operating right, lease, contract, agreement, commitment or
arrangement;

(d) incur, assume or guarantee any indebtedness for borrowed
money other than in the ordinary course of business consistent with past
practice;

10
<PAGE> 14
(e) declare, set aside or pay any dividend or other
distribution with respect to any shares of capital stock, or issue, repurchase,
redeem or otherwise acquire any outstanding shares of capital stock or other
ownership interests, other than in the ordinary course of business consistent
with past practice;

(f) amend any material term of any outstanding security;

(g) create or assume any lien on any material asset other than
in the ordinary course of business consistent with past practice;

(h) make any loan, advance or capital contribution to or
investment in any Person other than loans, advances or capital contributions to
or investments in wholly-owned subsidiaries or employees or as otherwise made in
the ordinary course of business consistent with past practice;

(i) (A) grant any severance or termination pay to any director
or officer, (B) enter into any individual employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement) with
any director, officer or employee, (C) change benefits payable under existing
severance or termination pay policies or employment agreements or (D) change
compensation, bonus or other benefits payable to directors, officers or
employees, other than, in the case of each of clauses (A) through (D) above, in
the ordinary course of business consistent with past practice; or

(j) agree or commit to do any of the foregoing.

SECTION 4.2. ACCESS; CONFIDENTIALITY. (a) Each party will, at
and after the Effective Time, afford to each other party and its agents
reasonable access to its properties, books, records, employees and auditors to
the extent necessary to permit such other party to determine any matter relating
to its rights and obligations hereunder or to any period ending at or before the
Effective Time.

(b) After the Effective Time, each party will hold, and will
use its best efforts to cause its respective officers, directors, employees,
accountants, counsel, consultants, advisors, agents and Affiliates to hold, in
confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all confidential documents and information
concerning the business of the other parties, except (i) to the extent that

11
<PAGE> 15
such information can be shown to have been (A) in the public domain through no
fault of such party or (B) later lawfully acquired by such party on a
non-confidential basis or (ii) to the extent that such documents and information
are required to be furnished to the lenders of such party in connection with
guarantees of indebtedness owing to such lenders that are furnished by such
other parties. The obligation of such party and its Affiliates to hold any such
information in confidence shall be satisfied if they exercise the same care with
respect to such information as they would take to preserve the confidentiality
of their own similar information.

SECTION 4.3. BEST EFFORTS; FURTHER ASSURANCES. Subject to the
terms and conditions of this Agreement, the parties hereto will use their best
efforts (but without the payment of money) to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or desirable under
applicable laws and regulations to consummate the transactions contemplated by
this Agreement and the Ancillary Agreements. Each party agrees to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be reasonably necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement and the Ancillary Agreements.

SECTION 4.4. LOANS; REPURCHASE AGREEMENTS. (a) Loans that have
been made by Industries to certain employees of Micro and Entertainment shall be
transferred by Industries as of the Effective Time to Micro (with respect to
employees of Micro) and to Entertainment (with respect to employees of
Entertainment), in each case in consideration for the principal balance (plus
accrued interest) of each such loan.

(b) At or prior to the Effective Time, Micro and Entertainment
shall enter into bank repurchase agreements effective as of the Effective Time
with respect to the Micro securities and Entertainment securities, respectively,
to be received pursuant to the Exchange Agreement in exchange for shares of
Industries Common Stock (the "CURRENTLY PLEDGED STOCK") currently pledged as
collateral for loans made by First American National Bank, NationsBank, N.A. or
NationsBank of Tennessee, N.A. to certain stockholders of Industries. Such
repurchase agreements shall be in form and substance satisfactory to Micro and
Entertainment, it being understood that such repurchase agreements shall be
similar to Industries' current bank repurchase agreements. Industries shall be
released, as of the Effective Time, from its obligations under Industries'
current bank repurchase

12
<PAGE> 16
agreements with respect to the Currently Pledged Stock exchanged in the
Exchange.

SECTION 4.5. CROSS-GUARANTEES. Each of Industries and
Entertainment hereby agrees, upon the request of Micro, to guarantee, for the
fees and on the other terms and conditions set forth on Schedule 4.5, (i)
indebtedness incurred by Micro pursuant to credit facilities of Micro entered
into at or prior to the Effective Time or pursuant to any replacements,
refinancings or renewals thereof which do not increase the aggregate amount of
the indebtedness guaranteed and are on terms substantially the same as the prior
facilities or otherwise reasonably acceptable to Industries and Entertainment,
(ii) indebtedness incurred by Micro the proceeds of which are used by Micro to
repay indebtedness owing to Industries, Entertainment or their respective
Subsidiaries and (iii) amounts payable by Micro under the Master Lease dated as
of December 20, 1995 by and between Lease Plan North America, Inc. and Ingram
Micro L.P. Commencing at the Effective Time, Micro shall reimburse Entertainment
or Industries, as the case may be, for the difference between (x) the actual
cost of indebtedness incurred by Entertainment or Industries in connection with
any type of financing transaction (up to an amount of such financing equal to
the amount of indebtedness guaranteed by Entertainment or Industries, as the
case may be), and the amount which such portion of such financing would have
cost had all such guarantees been released at such time and (y) any increased
cost of existing indebtedness of Industries or Entertainment arising as a result
of the failure to have all guarantees released at such time. Each of
Entertainment and Industries agrees to give Micro 75 days prior written notice
of the incurrence by it of any indebtedness (other than indebtedness incurred
pursuant to facilities entered into as of the Effective Time) subject to
reimbursement as described above. Such written notice shall set forth the
proposed amount of such indebtedness and shall specify the material terms and
conditions of such indebtedness being proposed at such time, to the extent known
by Entertainment or Industries at the time of such notice. Fees payable to
Industries and Entertainment pursuant to Schedule 4.5 for any month shall be
allocated between them in accordance with their relative book values as of the
end of the prior month.

SECTION 4.6. PUBLIC ANNOUNCEMENTS. The parties agree to
consult with each other before issuing any press release or making any public
statement with respect to this Agreement, the Ancillary Agreements or the
consummation of the transactions contemplated hereby and thereby and, except as
may be required by applicable law or any listing agreement with any national
securities exchange, will not

13
<PAGE> 17
issue any such press release or make any such public statement without the prior
written consent of all of the parties hereto, which will not unreasonably be
withheld.

SECTION 4.7. NOTICES OF CERTAIN EVENTS. Each party hereto
shall promptly notify each other party of:

(i) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in
connection with the transactions contemplated by this Agreement;

(ii) any notice or other communication from any
governmental or regulatory agency or authority in connection with the
transactions contemplated by this Agreement;

(iii) any actions, suits, claims, investigations or
proceedings commenced or, to its knowledge threatened, against,
relating to or involving or otherwise affecting such party challenging
this Agreement or any Ancillary Agreement or the transactions
contemplated hereby or thereby or seeking to prohibit, alter, prevent
or materially delay the Effective Time; and

(iv) any materially adverse developments affecting the
business and operations of such party which become known to it,
including without limitation any change which has had or is reasonably
likely to have a Material Adverse Effect on such party.

ARTICLE 5

SURVIVAL; INDEMNIFICATION

SECTION 5.1. SURVIVAL. The representations and warranties of
the parties hereto contained in this Agreement or in any certificate or other
writing delivered pursuant hereto or in connection herewith shall not survive
the Effective Time. The covenants and agreements to be performed hereunder shall
remain in full force and effect in accordance with their terms (or, if no
survival period is specified, indefinitely). Notwithstanding the preceding
sentence, any covenant or agreement in respect of which indemnity may be sought
under this Agreement shall survive the time at which it would otherwise
terminate pursuant to the preceding sentence, if notice of the breach thereof
giving rise to such right to indemnity shall have been given

14
<PAGE> 18
to the party against whom such indemnity may be sought prior to such time.

SECTION 5.2. INDEMNIFICATION. Each party hereby indemnifies
each other party and its Affiliates against and agrees to hold each of them
harmless from any and all damage, loss, liability and expense (including without
limitation reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any action, suit or proceeding, including any
expenses incurred in connection with the enforcement of rights of any party
pursuant to this Agreement) (collectively, "LOSS") incurred or suffered by such
other party or any of its Affiliates arising out of:

(i) any breach of any covenant or agreement to be
performed by such party pursuant to this Agreement; and

(ii) the failure of such party to perform its obligations
with respect to any liability assumed (or retained) by such party
pursuant to Section 3.1.

SECTION 5.3. PROCEDURES. (a) The party seeking indemnification
under Section (the "INDEMNIFIED PARTY") shall give prompt written notice to the
party against whom indemnity is sought (the "INDEMNIFYING PARTY") of any claim,
assertion, event or proceeding of which such Indemnified Party has knowledge
concerning any Loss as to which such Indemnified Party may request
indemnification under such Section; provided that the failure to give such
notice shall not relieve the Indemnifying Party from any liability under
Section, except to the extent that the Indemnifying Party has been prejudiced by
such failure.

(b) With respect to any such claim or proceeding by or in
respect of a third party, the Indemnifying Party shall have the right to direct,
through counsel of its own choosing, reasonably satisfactory to the Indemnified
Party, the defense or settlement thereof at its own expense. If the Indemnifying
Party elects to assume the defense of any such claim or proceeding, the
Indemnifying Party thereby waives its right to contest its obligation to
indemnify the Indemnified Party pursuant to this Section with respect to such
claim or proceeding and the Indemnified Party may participate in such defense,
but in such case the expenses of the Indemnified Party shall be paid by the
Indemnified Party. The Indemnified Party shall provide the Indemnifying Party
with reasonable access to its records and personnel relating to any such claim,
assertion, event or proceeding during normal business hours and shall otherwise
cooperate

15
<PAGE> 19
with the Indemnifying Party in the defense or settlement thereof, and the
Indemnifying Party shall reimburse the Indemnified Party for all of its
reasonable out-of-pocket expenses in connection therewith. Upon assumption of
the defense of any such claim or proceeding by the Indemnifying Party, the
Indemnified Party shall not pay, or permit to be paid, any part of any claim or
demand arising from such asserted liability for so long as the Indemnifying
Party is diligently defending such claim or demand, unless the Indemnifying
Party consents in writing to such payment or unless a final judgment from which
no appeal may be taken is entered against the Indemnified Party for such
liability. If the Indemnifying Party shall fail to assume and pursue the
defense, the Indemnified Party shall have the right to undertake the defense or
settlement thereof at the Indemnifying Party's expense (subject to the liability
of the Indemnifying Party pursuant to Section ). No third party claim may be
settled by the Indemnified Party without the written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld. Any such settlement
shall include as an unconditional term thereof the giving by the claimant or the
plaintiff to the Indemnified Party of a release of the Indemnified Party from
all liability in respect of such claim; provided that if the Indemnifying Party
submits to the Indemnified Party a bona fide settlement offer from the third
party claimant of any claim (which settlement offer shall include as an
unconditional term of it the release by the claimant or the plaintiff to the
Indemnified Party from all liability in respect of such claim) and the
Indemnified Party refuses to consent to such settlement, then thereafter the
Indemnifying Party's liability to the Indemnified Party for indemnification with
respect to such claim shall not exceed the settlement amount included in said
bona fide settlement offer, and the Indemnified Party shall either assume the
defense of such claim or pay the Indemnifying Party's attorney's fees and other
out-of-pocket costs incurred thereafter in continuing the defense of such claim.

(c) Each payment made pursuant to Section of an amount equal
to $1,000,000 or more shall be made promptly following final determination of
such claim and each such payment of an amount of less than $1,000,000 shall be
made no later than the end of the calendar quarter next following the date on
which the amount of such claim was finally determined. Any such payment shall be
limited to the amount of any liability or damage that remains after deducting
therefrom any indemnity, contribution or other similar payment recoverable by
the Indemnified Party from any third party with respect thereto.

16
<PAGE> 20
ARTICLE 6

TERMINATION

SECTION 6.1. GROUNDS FOR TERMINATION. This Agreement shall
terminate upon the termination of the Exchange Agreement.

SECTION 6.2. EFFECT OF TERMINATION. If this Agreement is
terminated as permitted by Section 6.1, such termination shall be without
liability of any party (or any stockholder, director, officer, employee, agent,
member, consultant or representative of such party) to the other parties to this
Agreement.

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.

SECTION 7.2. ENTIRE AGREEMENT. This Agreement, the Ancillary
Agreements, the Exchange Agreement, the Related Agreements (as defined in the
Exchange Agreement) and the Board Representation Agreement (as defined in the
Exchange Agreement) constitute the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
This Agreement and such other agreements supersede all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof and thereof.

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<PAGE> 21
effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified on the signature pages hereof and electronic or oral
confirmation of receipt is received, (ii) if given by mail, at the close of
business on the third business day hours after such communication is deposited
in the mails with first class postage prepaid addressed as aforesaid or (iii) if
given by any other means, when delivered at the address specified in this
Section 7.3.

SECTION 7.4. APPLICABLE LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Tennessee without
regard to the conflicts of law rules of such state.

SECTION 7.5. SEVERABILITY. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 7.6. SUCCESSORS, ASSIGNS, TRANSFEREES. No party may
assign or otherwise transfer any of its rights under this Agreement without the
consent of each other party. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. Neither this Agreement nor any provision
hereof shall be construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement, those who agree to be bound hereby and
their respective successors and permitted assigns.

SECTION 7.7. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be an original with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 7.8. AMENDMENTS AND WAIVERS. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

(b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall

18
<PAGE> 22
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

SECTION 7.9. CONSENT TO JURISDICTION. Each party hereto
irrevocably submits to the non-exclusive jurisdiction of any Tennessee State
Court or United States Federal Court sitting in the Middle District of Tennessee
over any suit, action or proceeding arising out of or relating to this
Agreement. Each party hereto waives any right it may have to assert the doctrine
of forum non conveniens or to object to venue to the extent any proceeding is
brought in accordance with this Section 7.9. Nothing in this paragraph shall
affect or limit any right to serve process in any manner permitted by law, to
bring proceedings in the courts of any jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction.

19
<PAGE> 23
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

INGRAM INDUSTRIES INC.

By:_____________________________________
Name:
Title:
One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
Telecopy: (615) 298-8242

INGRAM MICRO INC.

By:_____________________________________
Name:
Title:
1600 East Saint Andrew Place
Santa Ana, CA 92705
Telecopy: 714-566-7900

INGRAM ENTERTAINMENT INC.

By:_____________________________________
Name:
Title:
Two Ingram Blvd.
La Vergne, TN 37086
Telecopy: 615-287-4985

<PAGE> 1
EXHIBIT 10.14

REGISTRATION RIGHTS AGREEMENT

AGREEMENT dated as of [ ], 1996(1) among Ingram Micro Inc., a Delaware
corporation ("MICRO"), and the Persons listed on the signature pages hereof.

In connection with the closing of the transactions contemplated by the
Exchange Agreement (the "EXCHANGE AGREEMENT") dated as of September 4, 1996
among Ingram Industries Inc. ("INDUSTRIES"), Ingram Entertainment Inc.
("ENTERTAINMENT"), Micro and the Persons listed on the signature pages thereof,
the parties hereto (other than Micro) acquired shares of common stock of Micro;
and

WHEREAS, Micro has agreed to grant the other parties hereto certain
rights to register such shares of common stock as provided herein;

NOW, THEREFORE, in consideration of the mutual promises set forth below
(the mutuality, adequacy and sufficiency of which are hereby acknowledged), the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. (a) The following terms, as used herein,
have the following meanings:

"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
such Person. For the purposes of this definition, "control" when used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"BUSINESS DAY" means any day except a Saturday, Sunday or any other day
on which commercial banks in the City of New York are authorized by law to
close.

"COMMISSION" means the Securities and Exchange Commission.

- --------
(1) CLOSING DATE OF THE EXCHANGE.
<PAGE> 2
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"FAMILY STOCKHOLDER" means each of the Family Stockholders set forth on
Annex I hereto.

"GRANTEE" means each Person (other than a Holder) to whom Micro has
granted registration rights.

"HOLDERS" means each of the parties to this Agreement (other than
Micro) and any other Person, who, pursuant to the terms hereof, shall become a
party to or agree to be bound by the terms of this Agreement after the date
hereof.

"INGRAM STOCKHOLDER" means each Family Stockholder, the Qtip Trust, the
E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust, the Martha and Bronson
Ingram Foundation, the E. Bronson Ingram 1994 Charitable Lead Annuity Trust and
the Permitted Transferees of each of such Persons.

"MICRO CLASS A COMMON STOCK" means the Class A Common Stock, par value
$0.01 per share, of Micro.

"PERMITTED TRANSFEREE" means, (A) with respect to any Ingram
Stockholder, (i) any Affiliate of such Ingram Stockholder, (ii) the spouse or
descendants (including adopted Persons and their descendants) of such Ingram
Stockholder, their estates, or trusts for the benefit of such Ingram
Stockholder, Affiliate, spouse or descendants or (iii) any other Holder, (B)
with respect to the Ingram Thrift Plan, (i) any Participant (as defined in the
Employee Benefits Transfer, Assumption and Services Agreement of even date
herewith among Industries, Micro and Entertainment (the "BENEFITS TRANSFER
AGREEMENT")) or (ii) the Micro Thrift Plan or the Entertainment Thrift Plan
(each as defined in the Benefits Transfer Agreement) in connection with any
Transfer of Micro common stock to the Micro Thrift Plan or Entertainment Thrift
Plan, respectively, pursuant to Section 3.01 of the Benefits Transfer Agreement
and (C) with respect to any other Holder, the spouse or descendants (including
adopted Persons and their descendants) of such Holder, their estates, or trusts
or other entities solely for the benefit of such Holder, spouse or descendants;
provided that each such transferee shall have executed and delivered to Micro an
instrument substantially in the form of Exhibit A hereto pursuant to which the
transferee shall have agreed to be bound by the terms of this Agreement.

"PERSON" means an individual, corporation, partnership, limited
liability company, trust, association or any other entity or organization.

"PUBLIC OFFERING" means any public offering of equity securities of
Micro pursuant to an effective registration statement under the Securities Act
other than

B-2
<PAGE> 3
pursuant to a registration statement on Form S-4 or Form S-8 or any successor or
similar form.

"QTIP TRUST" means the E. Bronson Ingram Qtip Marital Trust.

"REGISTRABLE SECURITIES" means any shares of Micro Class A Common Stock
now or hereafter acquired by the Holders or by any Permitted Transferee of any
such Holder and any shares of Micro Class A Common Stock issued with respect to
any Registrable Securities including, without limitation, by way of a stock
split or stock dividend, in connection with a recapitalization or a merger,
consolidation or other reorganization, or pursuant to a distribution; provided
that (A) such securities shall cease to be Registrable Securities if and when
(i) a registration statement with respect to the disposition of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of pursuant to such effective registration statement, (ii)
such securities shall have been sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force) are
met or (iii) such shares shall have ceased to be outstanding securities and (B)
in addition to clause (A) above, securities requested to be registered by
Holders (other than the Ingram Stockholders) pursuant to Section 2.02 shall
cease to be Registrable Securities if and when such securities may be sold
pursuant to Rule 144(k) or otherwise in the public market without being
registered pursuant to the Securities Act; provided further that any such shares
that have ceased to be Registrable Securities cannot thereafter become
Registrable Securities, and securities that are issued or distributed by way of
dividends in respect of such shares of Micro Class A Common Stock that have
ceased to be Registrable Securities shall not be Registrable Securities.

"REGISTRATION EXPENSES" means all (i) registration and filing fees,
(ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of a qualified independent underwriter, if
any, counsel in connection therewith and the reasonable fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable
Securities), (iii) printing expenses, (iv) internal expenses of Micro
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), (v) fees and disbursements of
counsel for Micro, (vi) customary fees and expenses for independent certified
public accountants retained by Micro (including the expenses of any comfort
letters or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters), (vii) fees and expenses of
any special experts retained by Micro in connection with such registration,
(viii) fees and expenses of listing the Registrable Securities on a securities
exchange and (ix) customary fees and disbursements (in light of the time and
effort required and the complexity of the matters addressed) of one separate
firm of attorneys (in addition to any local counsel) for the Holders (which
counsel shall be selected by the Qtip Trust, the Initiating Family Stockholders,
or Demanding Holders owning a majority of the Registrable Securities requested
to be included in such

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registration by all Demanding Holders (in the case of any registration requested
by the Qtip Trust, the Initiating Family Stockholders or the Demanding Holders,
respectively, pursuant to Section 2.01)), or the Holder selling securities
constituting the largest number of securities included in such registration by
any Holder (in the case of any registration pursuant to Section 2.02) and shall
be reasonably acceptable to Micro; but shall not include any underwriting fees
or discounts or commissions attributable to the sale of Registrable Securities.

"RULE 144" means Rule 144 under the Securities Act.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
TERM SECTION
---- -------
<S> <C> <C>
Change of Control Date 2.01
Demanding Holders 2.01
Disadvantageous Condition 2.01
Indemnified Party 2.07
Indemnifying Party 2.07
Initiating Family Stockholders 2.01
Inspectors 2.04
Maximum Offering Size 2.01
Priority Holder 2.02
Priority Securities 2.02
Records 2.04
Section 2.01 Holders 2.01
</TABLE>

ARTICLE 2

REGISTRATION RIGHTS

SECTION 2.01. Demand Registration.

(a) Registration on Request. If following the initial Public Offering,
the Qtip Trust desires to effect the registration under the Securities Act of
outstanding Registrable Securities, the Qtip Trust may make a written request
that Micro effect the registration under the Securities Act of all or any
portion of the outstanding Registrable Securities of the Qtip Trust and any or
all of the other Ingram Stockholders. If following the initial Public Offering,
the Family Stockholders desire to effect the registration under the Securities
Act of outstanding Registrable Securities, Family Stockholders (the "INITIATING
FAMILY STOCKHOLDERS") holding at least a majority of the outstanding Registrable
Securities held by all Family Stockholders may make a written request that Micro
effect

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the registration under the Securities Act of all or any portion of the
outstanding Registrable Securities of such Family Stockholders. If following the
initial Public Offering and on any date (the "CHANGE OF CONTROL DATE") prior to
the second anniversary of the date hereof, the Ingram Stockholders transfer, in
one transaction or a series of related transactions, shares of Micro common
stock and if, after giving effect to such transfer, the Ingram Stockholders
cease to own shares of Micro common stock representing a majority of the number
of votes for the election of directors represented by all of the shares of Micro
common stock outstanding on such date, the Holders (other than the Ingram
Stockholders) of at least a majority of the outstanding Registrable Securities
held by all Holders (other than the Ingram Stockholders) prior to the Change of
Control Date (the "DEMANDING HOLDERS") may, prior to the second anniversary of
the date hereof, make a written request that Micro effect the registration under
the Securities Act of all or any portion of the outstanding Registrable
Securities of such Holders; provided that the Demanding Holders shall not be
entitled to request any such registration if such Demanding Holders were offered
the opportunity to participate in such transfer by the Ingram Stockholders
generally on the same terms and conditions as the Ingram Stockholders. The Qtip
Trust, the Initiating Family Stockholders and the Demanding Holders are
sometimes hereinafter referred to together as the "SECTION 2.01 HOLDER". Any
request for registration made pursuant to this Section 2.01 will specify the
number of shares of Registrable Securities proposed to be sold and will also
specify the intended method of disposition thereof; provided that Micro shall
not be obligated to (x) effect any shelf registration of Registrable Securities
pursuant to Rule 415 under the Securities Act, (y) register Registrable
Securities (i) representing less than 10% of the outstanding Registrable
Securities or (ii) if the Ingram Stockholders (in the case of any registration
requested by the Qtip Trust), the Initiating Family Stockholders (in the case of
any registration requested by the Initiating Family Stockholders) or the
Demanding Holders (in the case of any registration requested by the Demanding
Holders) hold less than 10% of the outstanding Registrable Securities, unless
the underwriter determines that the net proceeds of any registration of such
Registrable Securities are expected to be at least $25,000,000 or (z) effect any
such registration requested by the Qtip Trust or the Initiating Family
Stockholders, unless the Qtip Trust or the Initiating Family Stockholders have
furnished Micro with an opinion of counsel in form and substance reasonably
satisfactory to Micro to the effect that the requested registration and sale of
Registrable Securities will not adversely affect the tax-free nature of the
transactions contemplated by the Exchange Agreement or the Reorganization
Agreement dated as of September 4, 1996 among Industries, Entertainment and
Micro. In any such opinion counsel may rely, to the extent they may do so in
good faith, upon representations that the trustees of the Qtip Trust and other
Holders had no plan or intention of selling the Micro common stock received in
the transactions at the time the transactions were effected and that the
decision to sell such stock pursuant to exercise of the demand registration
right was based upon considerations which arose subsequent to the transactions.
Micro will promptly give written notice of such requested registration to all
other Holders and each Grantee, and,

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subject to Section 2.01(f) hereof, thereupon will use its best efforts to
effect, as promptly as practicable, the registration under the Securities Act
of:

(i) the Registrable Securities which Micro has been so
requested to register by the Section 2.01 Holder; and

(ii) all other Registrable Securities which Micro has been
requested to register by any other Holder pursuant to Section 2.02, by
written request received by Micro within ten Business Days after the
giving of such written notice by Micro, and all other securities which
Micro has been requested to register pursuant to an agreement entered
into with a Grantee;

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered; provided that:

(X) Micro shall not be obligated to file a registration
statement relating to a registration request made by the Qtip Trust
pursuant to this Section 2.01 more than once during any 12-month period
or sooner than three months following the effective date of a Public
Offering in which the Qtip Trust and the other Ingram Stockholders were
entitled to include Registrable Securities, unless the number of
Registrable Securities requested to be included in such Public Offering
by the Qtip Trust and the other Ingram Stockholders was in excess of
125% of the number of such Registrable Securities actually included;

(Y) Except as otherwise specifically provided herein, Micro
shall in no event be obligated to effect more than three registrations
requested by the Qtip Trust pursuant to this Section 2.01, more than
one one registration requested by the Initiating Family Stockholders
pursuant to this Section 2.01, or more than one registration requested
by the Demanding Holders pursuant to this Section 2.01. Except as
otherwise specifically provided herein, none of such regististrations
may be requested after the expiration of 84 months following the
initial Public Offering;

(Z) with respect to any registration statement filed or to be
filed pursuant to this Section 2.01, if the Board of Directors of Micro
shall determine, in its good faith judgment, that to maintain the
effectiveness of such registration statement or to permit such
registration statement to become effective (or, if no registration
statement has yet been filed, to file such a registration statement)
would be significantly disadvantageous to Micro (a "DISADVANTAGEOUS
CONDITION"), Micro may, for the shortest period possible but not more
than a period of 120 days from the date of the Board's determination,
cause such registration statement to be withdrawn and the effectiveness
of such registration

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statement to be temporarily suspended or, if no registration statement
has yet been filed, delay the filing of such registration statement.

Promptly after the expiration of the ten Business Day period referred to in
clause (ii) above, Micro shall notify each holder of Registrable Securities to
be included in the registration of the other Holders and Grantees requesting
securities to be included therein and the number of shares requested to be
included therein. The Qtip Trust, or the Initiating Family Stockholders or
Demanding Holders owning a majority of the Registrable Securities requested to
be included in such registration by all Initiating Family Stockholders or
Demanding Holders, respectively may, at any time prior to the effective date of
the registration statement relating to such registration, revoke such request,
without liability (except as set forth below) to any other Holder holding
Registrable Securities requested to be registered pursuant to clause (ii) above
or any Grantee, by providing a written notice to Micro revoking such request;
provided that, if as a result thereof such registration is abandoned, all
Registration Expenses and all other fees and expenses reasonably incurred by
other Holders and Grantees including securities in such registration shall be
borne by the Section 2.01 Holder, on a pro rata basis (in the case of any such
registration requested by the Initiating Family Stockholders or Demanding
Holders) according to the relative number of shares requested to be included in
such registration by each such Initiating Family Stockholder or Demanding
Holder, respectively. If Micro determines to take any action pursuant to clause
(Z) above, Micro shall deliver a notice to the Section 2.01 Holder and to any
holder of securities being sold pursuant to an effective registration statement
to such effect. Upon the receipt of any notice delivered as a result of a
determination by Micro to take action pursuant to clause (Z) above, such Persons
shall forthwith discontinue use of the prospectus contained in such registration
statement and, if so directed by Micro, shall deliver to Micro all copies of the
prospectus delivered to such Persons then covering such securities current at
the time of receipt of such notice (or, if no registration statement has yet
been filed, all drafts of the prospectus delivered to such Persons covering such
securities). If any Disadvantageous Condition shall cease to exist, Micro shall
promptly notify the Section 2.01 Holder (and any other holder whose securities
shall have ceased to be sold pursuant to an effective registration statement as
a result of such Disadvantageous Condition) to such effect. If so requested by
the Section 2.01 Holder, Micro shall, if any registration statement shall have
been withdrawn, at such time as it is possible or, if earlier, at the end of the
120-day period following such withdrawal, file a new registration statement
covering the securities that were covered by such withdrawn registration
statement, and the effectiveness of such registration statement shall be
maintained for such time as may be necessary so that the period of effectiveness
of such new registration statement, when aggregated with the period during which
such withdrawn registration statement was effective, if any, shall be such time
as may be otherwise required by this Agreement.

(b) Registration Statement Form. If, pursuant to a registration request
under this Section 2.01, Micro proposes to effect registration by filing of a
registration statement

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<PAGE> 8
on Form S-3 (or any successor or similar short-form registration statement) and
any managing underwriter shall advise Micro in writing that, in its opinion, the
use of another form of registration statement is of material importance to the
success of such proposed offering, then such registration shall be effected on
such other form.

(c) Expenses. Except as specifically provided herein, Micro shall pay
all Registration Expenses in connection with the registrations which are
requested pursuant to this Section 2.01 and all Registration Expenses incurred
by Holders of Registrable Securities as a result of Micro's withdrawal or delay
of any registration pursuant to Section 2.01(a)(ii)(Z). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant to a
registration statement requested pursuant to this Section 2.01.

(d) Effective Registration Statement. A registration requested
pursuant to this Section 2.01 shall not be deemed to have been effected until
such registration has been effective (and not subject to any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason) for a period of 120 days following the date on
which such registration was declared effective, or, if earlier, the date on
which all Registrable Securities requested to be registered thereunder have been
sold or withdrawn from sale by notice to Micro.

(e) Selection of Underwriters. If any registration pursuant to this
Section 2.01 is in the form of an underwritten Public Offering, Micro shall have
the right to select the managing underwriter or co-managing underwriters for
such Public Offering, which underwriter or underwriters shall be reasonably
acceptable to the Qtip Trust, or the Initiating Family Stockholders or Demanding
Holders owning a majority of Registrable Securities requested to be included in
such registration by all Initiating Family Stockholders or Demanding Holders,
respectively.

(f) Maximum Offering Size. If a registration pursuant to this Section
2.1 involves an underwritten Public Offering and the managing underwriter shall
advise Micro that, in its view, the number or proposed mix of equity securities
requested to be included in such registration (including securities which Micro
requests to be included which are not Registrable Securities) exceeds the
largest number or appropriate mix of securities (which mix shall in any event
give priority to the securities requested to be registered by the Qtip Trust,
the Initiating Family Stockholders or the Demanding Holders, as the case may be,
in the manner set forth below) which can be sold without having a material
adverse effect on such offering (the "MAXIMUM OFFERING SIZE"), including the
price at which such securities can be sold, Micro will reduce the number of
securities requested to be registered until such registration no longer exceeds
the Maximum Offering Size as follows:

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(i) first, until such time as the Registrable Securities
requested to be included in such registration by all Persons other than
the Section 2.01 Holder have been reduced to 50% of the number of
Registrable Securities requested to be registered by the Section 2.01
Holder, the Registrable Securities requested to be registered by such
Persons shall be reduced on a pro rata basis among them (excluding the
Section 2.01 Holder) according to the relative number of shares each
such Person has requested to be included in such registration;

(ii) second, until such time as the Registrable Securities
requested to be included in such registration by the Section 2.01
Holder have been reduced by 50%, the Registrable Securities requested
to be included in such registration by the Section 2.01 Holder pursuant
to Section 2.01(a)(i), the Registrable Securities requested to be
included in such registration by any other Holders pursuant to Section
2.01(a)(ii) and the securities requested to be included in such
registration by Grantees pursuant to the terms of their agreements with
Micro shall be reduced on a pro rata basis among them according to the
relative number of shares that each such Person has requested to be
included in such registration;

(iii) third, any remaining securities requested to be
included in such registration by all other Holders pursuant to Section
2.01(a)(ii) and by all Grantees pursuant to the terms of their
agreements with Micro shall be reduced on a pro rata basis among them
according to the relative number of shares each such Person has
requested to be included in such registration; and

(iv) fourth, any remaining Registrable Securities
requested to be included in such registration pursuant to Section
2.01(a)(i) by the Section 2.01 Holder shall be reduced.

Any reduction of shares of Registrable Securities made among the shares of
Registrable Securities requested to be included in any registration pursuant to
Section 2.01(a)(i) by the Qtip Trust shall be made on a basis to be mutually
agreed among the Holders of such Registrable Securities. Any such reduction of
shares of Registrable Securities requested to be included by the Initiating
Family Stockholders or Demanding Holders, respectively, shall be made on a pro
rata basis among such Holders according to the relative number of shares each
such Holder has requested to be included in such registration.

(g) Subsequent Grants. Micro hereby agrees that it will not (i) at any
time after the date hereof, grant to any Person any registration rights that
conflict with, or have priority over, the registration rights granted hereby or
(ii) grant any registration rights with respect to securities held by any Person
which permit such Person to exercise a demand registration right sooner than
three months following the effective date of a Public Offering in which such
Person was entitled to include securities, unless the number of

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<PAGE> 10
securities requested to be included in such Public Offering by such Person was
in excess of 125% of the number of such securities actually included.

SECTION 2.02. Incidental ("Piggy-Back") Registration. (a) If, following
the initial Public Offering, Micro at any time proposes to register any of its
equity securities (the "PRIORITY SECURITIES") under the Securities Act (other
than a registration (i) on Form S-8 or S-4 or any successor or similar forms,
(ii) relating to shares of common stock issuable upon exercise of stock options
or in connection with any employee benefit or similar plan of Micro, (iii) in
connection with a direct or indirect acquisition by Micro of another Person or
(iv) pursuant to a shelf registration of securities pursuant to Rule 415 under
the Securities Act), whether for sale for its own account or for the account of
any other Person, in a manner which would permit registration of Registrable
Securities for sale to the public under the Securities Act, it will each such
time, subject to the provisions of Section 2.02(b), give prompt written notice
to the Holders of record holding Registrable Securities of its intention to do
so and of such Holders' rights under this Section 2.02, at least 30 days prior
to the anticipated filing date of the registration statement relating to such
registration. Any such notice shall offer all such Holders the opportunity to
include in such registration such number of Registrable Securities as each such
Holder may request. Upon the written request of any such Holder made within 20
days after the receipt of notice from Micro (which request shall specify the
number of Registrable Securities intended to be disposed of by such Holder and
the intended method of disposition thereof), Micro will use its best efforts to
effect the registration under the Securities Act and any related qualification
or other compliance of all Registrable Securities which Micro has been so
requested to register by the Holders thereof, to the extent required to permit
the disposition (in accordance with such intended methods thereof) of the
Registrable Securities so to be registered; provided that (i) if such
registration involves an underwritten Public Offering, all Holders holding
Registrable Securities requesting to be included in Micro's registration must
sell their Registrable Securities to the underwriters selected by Micro on the
same terms and conditions as apply to the Person for whose account the Priority
Securities are being sold, (ii) if, at any time after giving written notice
pursuant to this Section 2.02 of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, Micro shall determine for any reason not to proceed with
such registration (with respect to all of such securities requested to be
registered), Micro shall give written notice to the Holders holding Registrable
Securities and shall be relieved of its obligation to register any Registrable
Securities in connection with such registration but shall not be relieved from
its obligation to pay the Registration Expenses in connection therewith as
provided in this Section 2.02, without prejudice, however, to the rights of the
Section 2.01 Holder to request that such registration be effected as a
registration under Section 2.01 to the extent so entitled and (iii) no Holder
may request the registration of any Registrable Securities pursuant to this
Section 2.02 after the expiration of 84 months following the initial Public
Offering. If a registration pursuant to this Section 2.02 involves an
underwritten Public Offering, each Holder of Registrable Securities requesting

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to be included in such registration may elect, in writing not less than five
Business Days prior to the effective date of the registration statement filed in
connection with such registration, not to register such securities in connection
with such registration. No registration effected under this Section 2.02 shall
relieve Micro of its obligations to effect registrations upon request under
Section 2.01. Micro will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 2.02,
and each such Holder shall pay underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a registration statement effected pursuant to
this Section 2.02.

(b) Maximum Offering Size. If a registration pursuant to this Section
2.02 involves an underwritten Public Offering and the managing underwriter shall
advise Micro that, in its view, the number or mix of securities of Micro
(including all Registrable Securities) which Micro, the Holders and any other
Persons intend to include in such registration exceeds the Maximum Offering
Size, Micro will reduce the number of securities requested to be registered
until such registration no longer exceeds the Maximum Offering Size as follows:

(i) If the registration was initiated by Micro for the
sale of Priority Securities for its own account:

(1) first, Priority Securities to be sold for the account
of holders of Priority Securities other than Micro,
Registrable Securities requested to be included in such
registration pursuant to Section 2.02(a) by Holders holding
Registrable Securities and securities requested to be included
in such registration by Grantees pursuant to the terms of
their agreements with Micro shall be reduced on a pro rata
basis among them according to the relative number of shares
each such Person has requested to be included in such
registration; and

(2) second, Priority Securities to be sold for Micro's
own account shall be reduced.

(ii) If the registration was initiated at the request of a
holder (a "PRIORITY HOLDER") of Priority Securities to be sold for the
account of such Priority Holder:

(1) first, until such time as the Registrable Securities
requested to be included in such registration by the Priority
Holder have been reduced by 50%, the Priority Securities
requested to be included in such registration by the Priority
Holder and the securities requested to be included in such
registration by the Holders pursuant to Section 2.02 and by
the Grantees pursuant to the terms of their agreements with
Micro shall be reduced on a

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pro rata basis among them according to the relative number of
shares each such Person has requested to be included in such
registration;

(2) second, any remaining securities requested to be
included in such registration by the Holders pursuant to
Section 2.02 and by all Grantees pursuant to the terms of
their agreements with Micro shall be reduced on a pro rata
basis among them according to the relative number of shares
each such Person has requested to be included in such
registration; and

(3) third, any remaining Priority Securities requested to
be included in such registration by the Priority Holder shall
be reduced.

SECTION 2.03. Holdback Agreements. Each Holder holding Registrable
Securities agrees not to effect any public sale or distribution, including any
sale pursuant to Rule 144 or any successor provision under the Securities Act,
of any Registrable Securities, and not to effect any such public sale or
distribution of any other equity security of Micro or of any security
convertible into or exchangeable or exercisable for any equity security of Micro
(in each case, other than (x) as part of any registration pursuant to the terms
hereof of Registrable Securities in connection with a Public Offering or (y) any
sale or distribution of Registrable Securities received upon the exercise of
stock options) during the 14 days prior to, and during (i) the 180-day period
(in the case of an initial Public Offering), (ii) the 60-day period (in the case
of a shelf registered offering) or (iii) otherwise the 120-day period beginning
on, the effective date (or the commencement of a take-down in the case of a
shelf registered offering) of such registration statement (except as part of
such registration or take-down); provided that each such Holder has received
written notice of such registration or take-down at least two Business Days
prior to the anticipated beginning of the 14-day period referred to above.

SECTION 2.04. Registration Procedures. Whenever a Holder requests that
any Registrable Securities be registered pursuant to Section 2.01 or 2.02, Micro
shall, subject to the provisions of such Sections, use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof as quickly as
practicable, and in connection with any such request:

(a) Micro will as expeditiously as possible prepare and file with the
Commission a registration statement on any form for which Micro then qualifies
or which counsel for Micro shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered thereunder
in accordance with the intended method of distribution thereof, and use its best
efforts to cause such filed registration statement to become and remain
effective for a period of not less than 120 days.

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(b) Micro will, if requested, at least three Business Days prior to
filing a registration statement or prospectus or any amendment or supplement
thereto, furnish to each Holder and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed (including documents to be incorporated by
reference therein) which documents will be subject to the reasonable review and
comments of such Holders (and their respective attorneys) during such three
Business Day period and Micro will not file any registration statement, any
prospectus or any amendment or supplement thereto (or any such documents
incorporated by reference) containing any statements with respect to such
Holders to which the holders of a majority of the Registrable Securities to be
included in such registration shall reasonably object in writing. Thereafter
Micro will furnish to such Holder and underwriter, if any, such number of copies
of such registration statement, each amendment and supplement thereto (and, if
requested, all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Holder or underwriter
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holder.

(c) After the filing of the registration statement, Micro will
promptly notify each Holder of Registrable Securities covered by such
registration statement of the effectiveness thereof and of any stop order issued
or threatened by the Commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered and promptly
notify such Holder of such lifting or withdrawal of such order.

(d) Micro will use its best efforts (i) to register or qualify the
Registrable Securities under such other securities or blue sky laws of such
jurisdictions in the United States as any Holder of Registrable Securities
covered by such registration statement reasonably (in light of such Holder's
intended plan of distribution) requests and (ii) to cause such Registrable
Securities to be registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and operations of
Micro and do any and all other acts and things that may be reasonably necessary
or advisable to enable such Holder to consummate the disposition of the
Registrable Securities owned by such Holder; provided that Micro will not be
required (x) to qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph (d), (y) to
subject itself to any material risk of taxation in any such jurisdiction or (z)
to consent to general service of process in any such jurisdiction.

(e) Micro will immediately notify each Holder of Registrable
Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain

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<PAGE> 14
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly make available to each such Holder any such supplement
or amendment, and Micro will promptly prepare and furnish to each such Holder a
supplement to or an amendment of such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain any untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading.

(f) Micro will enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities.

(g) Micro will make available for inspection by any Holder of
Registrable Securities covered by such registration statement, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any such Holder or
underwriter (collectively, the "INSPECTORS"), all financial and other records,
pertinent corporate documents and properties of Micro (collectively, the
"RECORDS") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause Micro's officers, directors and employees to
make themselves available to, and supply all information reasonably requested
by, any Inspectors in connection with such registration statement. Records which
Micro determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction. Each such Holder agrees that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by
it as the basis for any market transactions in the securities of Micro or its
Affiliates unless and until such is made generally available to the public. Each
such Holder further agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to Micro and
allow Micro, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.

(h) Micro will furnish to each Holder of Registrable Securities
covered by such registration statement and to each underwriter, if any, a signed
counterpart of (i) an opinion or opinions of counsel to Micro addressed to such
Holder and underwriter on which opinion both such Holder and such underwriter
are entitled to rely and (ii) a comfort letter or comfort letters from Micro's
independent public accountants, each in then customary form and covering such
matters of the type then customarily covered by opinions or comfort letters, as
the case may be, as the holders of a majority of the Registrable Securities
included in such registration statement or the managing underwriter therefor
reasonably requests.

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(i) Micro will otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of 12 months, beginning within three months after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

(j) Micro will use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange, if any, on which similar
securities issued by Micro are then listed.

(k) Micro will use its best efforts to prepare and file with the
Commission promptly upon the request of any such Holder, any amendments or
supplements to such registration statement or prospectus which, in the
reasonable opinion of counsel for such Holders, is required under the Securities
Act or the rules and regulations thereunder in connection with the distribution
of the Registrable Securities by such Holders.

Micro may require each Holder of Registrable Securities included in
such registration statement promptly to furnish in writing to Micro such
information regarding the distribution of the Registrable Securities as Micro
may from time to time reasonably request and such other information with respect
to such Holder as may be legally required in connection with such registration.

Each Holder agrees that, upon receipt of any notice from Micro of the
happening of any event of the kind described in Section 2.04(e), such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 2.04(e), and, if so directed by Micro, such Holder will deliver to Micro
all copies in its possession of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice. In the event Micro
shall give such notice, Micro shall extend the period during which the
effectiveness of such registration statement shall be maintained (including the
period referred to in Section 2.04(a) hereof) by the number of days during the
period from and including the date of the giving of notice pursuant to Section
2.04(e) to the date when Micro shall make available to such Holder a prospectus
supplemented or amended to conform with the requirements of Section 2.04(e).

Micro shall not be liable for the failure of any such registration to
become effective provided that Micro complies with its obligations hereunder.

SECTION 2.05. Indemnification by Micro. Micro agrees to indemnify and
hold harmless to the fullest extent permitted by law each Holder of Registrable
Securities covered by a registration statement, its officers, directors and
agents, and each Person, if

B-15
<PAGE> 16
any, who controls such Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any and all losses,
claims, damages, liabilities and expenses caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if Micro shall have furnished any amendments or supplements
thereto) or any preliminary, summary or final prospectus or any amendments or
supplements thereto, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading and Micro will reimburse such Holders for any
legal or any other expenses reasonably incurred by them in connection with
investigating or defending such loss, claim, damage, liability or expense except
insofar as such losses, claims, damages, liabilities or expenses are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information furnished in writing to Micro by such Holder or on such
Holder's behalf in either such case expressly for use therein; provided, that
with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, or in any prospectus, as the case
may be, the indemnity agreement contained in this paragraph shall not apply to
the extent that any such loss, claim, damage, liability or expense results from
the fact that a current copy of the prospectus (or, in the case of a prospectus,
the prospectus as amended or supplemented) was not sent or given to the Person
asserting any such loss, claim, damage, liability or expense at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such
Person if it is determined that Micro has provided such prospectus and it was
the responsibility of such Holder to provide such Person with a current copy of
the prospectus (or such amended or supplemented prospectus, as the case may be)
and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Micro also agrees to indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters on substantially the same basis as
that of the indemnification of the Holders provided in this Section 2.05.

SECTION 2.06. Indemnification by Holders of Registrable Securities.
Each Holder of Registrable Securities included in any registration statement
agrees to indemnify and hold harmless to the fullest extent permitted by law
(including without limitation reimbursement of Micro for any legal or any other
expenses reasonably incurred by it in investigating or defending such loss,
claim, damage, liability or expense) Micro, its officers, directors and agents
and each Person, if any, who controls Micro within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from Micro to such Holder, but only (i) with respect to
information furnished in writing by such Holder or on such Holder's behalf in
either case expressly for use in any registration statement or prospectus
relating to the Registrable Securities, or any amendment or supplement thereto,
or any preliminary, summary or final prospectus or any amendments or supplements
thereto or (ii) to the

B-16
<PAGE> 17
extent that any loss, claim, damage, liability or expense described in Section
2.05 results from the fact that a current copy of the prospectus (or, in the
case of a prospectus, the prospectus as amended or supplemented) was not sent or
given to the Person asserting any such loss, claim, damage, liability or expense
at or prior to the written confirmation of the sale of the Registrable
Securities concerned to such Person if it is determined that it was the
responsibility of such Holder to provide such Person with a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) and
such current copy of the prospectus (or such amended or supplemented prospectus,
as the case may be) would have cured the defect giving rise to such loss, claim,
damage, liability or expense. Each such Holder also agrees to indemnify and hold
harmless underwriters of the Registrable Securities, their officers and
directors and each Person who controls such underwriters on substantially the
same basis as that of the indemnification of Micro provided in this Section
2.06.

SECTION 2.07. Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 2.05 or 2.06, such Person (an "INDEMNIFIED PARTY") shall promptly notify
the Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY")
in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
Indemnified Party has been advised in writing by its counsel that representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnified Parties. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in
writing by the Indemnified Party who had the largest number of Registrable
Securities included in such registration. The Indemnifying Party shall not be
liable for any settlement of any proceeding effected without its written consent
which consent shall not be unreasonably withheld, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.

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<PAGE> 18
SECTION 2.08. Contribution. If the indemnification provided for
hereunder is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (i) as between Micro and the Holders on the one
hand and the underwriters on the other, in such proportion as is appropriate to
reflect the relative benefits received by Micro and the Holders on the one hand
and the underwriters on the other from the offering of the securities, or if
such allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative
fault of Micro and the Holders on the one hand and of the underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations and (ii) as between Micro on the one hand and each Holder of
Registrable Securities covered by a registration statement on the other, in such
proportion as is appropriate to reflect the relative fault of Micro and of each
such Holder in connection with such statements or omissions, as well as any
other relevant equitable considerations. The relative benefits received by Micro
and the Holders on the one hand and the underwriters on the other shall be
deemed to be in the same proportion as the total proceeds from the offering (net
of underwriting discounts and commissions but before deducting expenses)
received by Micro and the Holders bear to the total underwriting discounts and
commissions received by the underwriters, in each case as set forth in the table
on the cover page of the prospectus. The relative fault of Micro and the Holders
on the one hand and of the underwriters on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by Micro and the Holders or by the underwriters.
The relative fault of Micro on the one hand and of each such Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

Micro and the Holders of Registrable Securities agree that it would not
be just and equitable if contribution pursuant to this Section 2.08 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages or liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 2.08, no
underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were

B-18
<PAGE> 19
offered to the public exceeds the amount of any damages which such underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. Notwithstanding the provisions of
this Section, no Holder shall be required to contribute any amount in excess of
the amount by which the total price at which the securities of such Holder were
offered to the public exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. Each Holder's obligation to contribute pursuant to
this Section 2.08 is several in the proportion that the proceeds of the offering
received by such Holder bears to the total proceeds of the offering received by
all of the Holders and not joint.

SECTION 2.09. Participation in Public Offering. No Person may
participate in any underwritten Public Offering hereunder unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreement, custody agreements and other
documents reasonably required under the terms of such underwriting arrangements
and these Registration Rights.

SECTION 2.10. Rule 144 Reporting. With a view to making available to
the Holders the benefits of certain rules and regulations of the Commission
which may permit the sale of securities to the public without registration,
Micro agrees to:

(a) make and keep public information available as those terms are
understood and defined in Rule 144 (including paragraph (c)(2) of such Rule);

(b) use its best efforts to file with the Commission in a timely
manner reports and other documents, if any, required of Micro under the
Securities Act and the Exchange Act; and

(c) furnish to the Holders forthwith upon request a written statement
by Micro as to its compliance with the reporting requirements of Rule 144, and
of the Securities Act and the Exchange Act (if applicable), a copy of the most
recent annual or quarterly report of Micro filed with the Commission, if any,
and such other reports and documents of Micro and other information in the
possession of or reasonably obtainable by Micro as the Holders may reasonably
request in availing themselves of any rule or regulation of the Commission
allowing the Holders to sell securities without registration.

B-19
<PAGE> 20
ARTICLE 3
MISCELLANEOUS

SECTION 3.01. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

SECTION 3.02. Notices. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto shall
be in writing (including telecopier or similar writing) and shall be given to
such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
shall be on file with the Secretary of Micro. If notice is given pursuant to
this Section of a permitted successor or assign of a party to this Agreement,
then notice shall thereafter be given as set forth above to such successor or
assign of such party to this Agreement. Each such notice, request or other
communication shall be effective (i) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified on the signature pages hereof and
electronic or oral confirmation of receipt is received, (ii) if given by mail,
at the close of business on the third Business Day after such communication is
deposited in the mails with first class postage prepaid addressed as aforesaid
or (iii) if given by any other means, when delivered at the address specified in
this Section 3.02.

SECTION 3.03. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.

SECTION 3.04. Successors, Assigns, Transferees. Neither this Agreement
nor any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by Micro or any Holder, except to a Permitted
Transferee of any such Holder as provided pursuant to the terms hereof. This
Agreement is binding upon the parties to this Agreement and their respective
legal representatives, heirs, devisees, legatees, beneficiaries and successors
and permitted assigns and inures to the benefit of the parties to this Agreement
and their respective permitted legal representatives, heirs, devisees, legatees,
beneficiaries and other permitted successors and assigns, if any. Neither this
Agreement nor any provision hereof shall be construed so as to confer any right
or benefit upon any Person other than the parties to this Agreement, those who
agree to be bound hereby and their respective permitted legal representatives,
heirs, devisees, legatees, beneficiaries and other permitted successors and
assigns. References to a party to this Agreement are also references to any
permitted successor or assign of such party and, when appropriate to effect the
binding nature of this Agreement for the benefit of another party, any other
successor or assign of a party.

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<PAGE> 21
SECTION 3.05. Amendments; Waivers. (a) No failure or delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

(b) Neither this Agreement nor any term or provision hereof may be
waived except by an instrument in writing signed by (i) each Ingram Stockholder,
(ii) Micro, (iii) the Ingram Thrift Plan; provided that the Ingram Thrift Plan
is materially adversely affected by such waiver, and (iv) Holders of a majority
of the Registrable Securities which are materially adversely affected by such
waiver.

(c) Neither this Agreement nor any term or provision hereof may be
amended except by an instrument in writing signed by (i) each Ingram
Stockholder, (ii) Micro, (iii) the Ingram Thrift Plan; provided that the Ingram
Thrift Plan is materially adversely affected by such amendment, and (iv) Holders
of a majority of the Registrable Securities (excluding those held by the Ingram
Stockholders and the Ingram Thrift Plan) which are materially adversely affected
by such amendment.

(d) Micro shall deliver prompt written notice to each other party
hereto of any amendment or waiver to this Agreement approved pursuant to this
Section.

SECTION 3.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original with the same effect
as if the signatures thereto and hereto were upon the same instrument.

SECTION 3.07. Consent to Jurisdiction. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Tennessee State Court or United
States Federal Court sitting in the Middle District of Tennessee over any suit,
action or proceeding arising out of or relating to this Agreement. Each party
hereto (other than Micro) hereby irrevocably appoints The Corporation Trust
Company as its authorized agent to accept and acknowledge on its behalf service
of any and all process which may be served in any such suit, action or
proceeding in any such court and represents and warrants that such agent has
accepted such appointment. Each party hereto consents to process being served in
any such suit, action or proceeding by serving a copy thereof upon the agent for
service of process, provided that to the extent lawful and possible, written
notice of such service shall also be mailed to such party. Each party hereto
waives any right it may have to assert the doctrine of forum non conveniens or
to object to venue to the extent any proceeding is brought in accordance with
this Section 3.07. Nothing in this paragraph shall affect or limit any right to
serve process in any manner permitted by law, to bring proceedings in the courts
of any jurisdiction or to enforce in any lawful manner a judgment obtained in
one jurisdiction in any other jurisdiction.

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<PAGE> 22
SECTION 3.08. Community Property. If such Holder's Registrable
Securities constitute community property, this Agreement has been executed and
delivered by such Holder's spouse, who shall be bound hereby.

B-22
<PAGE> 23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

INGRAM MICRO INC.

By______________________________________
Name:
Title:
1600 Saint Andrew Place
Santa Ana, CA 92705
Telecopy: 714-566-7900

B-23
<PAGE> 24
HOLDERS E. BRONSON INGRAM
Q-TIP MARITAL TRUST

By MARTHA R. INGRAM, ORRIN H. INGRAM,
JOHN R. INGRAM, DAVID B. INGRAM AND
ROBIN I. PATTON, as Co-Trustees

By______________________________________
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By______________________________________
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

By______________________________________
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

By______________________________________
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By______________________________________
Name: Robin I. Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

B-24
<PAGE> 25
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST

By MARTHA R. INGRAM, as Trustee

By______________________________________
Name: Martha R. Ingram
Title: Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

MARTHA AND BRONSON INGRAM
FOUNDATION

By______________________________________
Name:
Title:
Address: c/o Ingram Industries Inc.
4440 Harding Road
Nashville, TN 37205
(615) 298-8200

E. BRONSON INGRAM 1994
CHARITABLE LEAD ANNUITY TRUST

By ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN B.
INGRAM PATTON, as Co-Trustees

By______________________________________
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

B-25
<PAGE> 26
By______________________________________
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

By______________________________________
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By______________________________________
Name: Robin B. Ingram Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

INGRAM THRIFT PLAN

By W.M. HEAD, R.E. CLAVERIE AND
T.H. LUNN, as Co-Trustees

By______________________________________
Name: William M. Head
Title: Co-Trustee
Address: 1229 Nichol Lane
Nashville, TN 37205

By______________________________________
Name: R.E. Claverie
Title: Co-Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

B-26
<PAGE> 27
By______________________________________
Name: T.H. Lunn
Title: Co-Trustee
Address: 509 Sugartree Lane
Franklin, TN 37064

________________________________________
Linwood A. Lacy, Jr.
2304 Cranborne Road
Midlothian, VA 23113

LINWOOD A. LACY, JR.
1996 IRREVOCABLE TRUST DATED
MARCH 24, 1996

By NATIONSBANK, N.A, as Trustee

By______________________________________
Name:
Title:
Address: NationsBank, N.A.
Attention: Phil Rudder,
Vice President
12th and Main, 12th Floor
Richmond, VA 23261

_____________________________ ________________________________________
Spouse David W. Rutledge
34 Deerwood East
Irvine, CA 92714

_____________________________ ________________________________________
Spouse Ronald K. Hardaway
2 Moss Glen
Irvine, CA 92715

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<PAGE> 28
________________________________________
Victoria L. Cotten
8 Medici
Aliso Viejo, CA 92656

________________________________________
David B. Ingram
4417 Tyne Boulevard
Nashville, TN 37215

DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST

By THOMAS H. LUNN, as Trustee

By______________________________________
Name: Thomas H. Lunn
Title: 509 Sugartree Lane
Address: Franklin, TN 37064

TRUST FOR THE BENEFIT OF DAVID BRONSON
INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, successor trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

B-28
<PAGE> 29
TRUST FOR THE BENEFIT OF DAVID BRONSON
INGRAM, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF DAVID B.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

B-29
<PAGE> 30
DAVID B. INGRAM IRREVOCABLE TRUST
DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

1994 DAVID BRONSON INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

________________________________________
Thomas H. Lunn
509 Sugartree Lane
Franklin, TN 37064

LUNN FAMILY PARTNERS, L.P.

By .
as General Partner

By______________________________________
Name:
Title:
Address: 509 Sugartree Lane
Franklin, TN 37064

B-30
<PAGE> 31
________________________________________
Philip M. Pfeffer
836 Treemont Court
Nashville, TN 37220

PFEFFER FAMILY PARTNERS, L.P.

By
as General Partner

By______________________________________
Name:
Title:
Address: 836 Treemont Court
Nashville, TN 37220

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF JOHN-LINDELL

PHILIP PFEFFER

By EDWARD G. NELSON, as Trustee

By______________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

________________________________________
John-Lindell Philip Pfeffer
Place Constantin Meunier F B.2
1180 Brussels Belgium

B-31
<PAGE> 32
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF DAVID
MAURICE PFEFFER

By EDWARD G. NELSON, as Trustee

By______________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF JAMES
HOWARD PFEFFER

By EDWARD G. NELSON, as Trustee

By______________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

________________________________________
Roy E. Claverie
6107 Hickory Valley Road
Nashville, TN 37205

B-32
<PAGE> 33
ROY E. CLAVERIE, JR.
1996 VESTED TRUST

By WILLIAM S. JONES, as Trustee

By______________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

ROY E. CLAVERIE, JR. 1996
GENERATION SKIPPING TRUST

By WILLIAM S. JONES, as Trustee

By______________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

KEITH J. CLAVERIE, JR.
1996 VESTED TRUST

By WILLIAM S. JONES, as Trustee

By______________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

B-33
<PAGE> 34
KEITH J. CLAVERIE, JR.
1996 GENERATION SKIPPING TRUST

By WILLIAM S. JONES, as Trustee

By______________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA
INGRAM, GRANTORS, AND EDWARD G.
NELSON TRUSTEE FOR THE BENEFIT OF
KEITH JOSEPH CLAVERIE

By EDWARD G. NELSON, as Trustee

By______________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

B-34
<PAGE> 35
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA
INGRAM, GRANTORS, AND EDWARD G.
NELSON, TRUSTEE FOR THE BENEFIT OF
ROY EDWARD CLAVERIE, JR.

By EDWARD G. NELSON, as Trustee

By______________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

________________________________________
Roy E. Claverie, Jr.
6107 Hickory Valley Road
Nashville, TN 37205

________________________________________
David F. Sampsell
420 Welshwood #47
Nashville, TN 37211

________________________________________
Steven J. Mason
1318 Chickering Road
Nashville, TN 37215

B-35
<PAGE> 36
THE DAVID C. MASON
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND MICHAEL G.
MASON, as Co-Trustees

By______________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By______________________________________
Name: Michael G. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

THE MICHAEL G. MASON
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND STEVEN J.
MASON, JR., as Co-Trustees

By______________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By______________________________________
Name: Steven J. Mason, Jr.
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

B-36
<PAGE> 37
THE STEVEN J. MASON, JR.
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND DAVID C.
MASON, as Co-Trustees

By______________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By______________________________________
Name: David C. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

________________________________________
Neil N. Diehl
6 Castle Rising
Nashville, TN 37215

________________________________________
W. Michael Head
1229 Nichol Lane
Nashville, TN 37205

________________________________________
David L. Hettinger
5010 Woodland Hills Drive
Nashville, TN 37211

________________________________________
Lavonna G. Russell
9549 Butler Drive
Brentwood, TN 37027

B-37
<PAGE> 38
________________________________________
Michael F. Lovett
1013 Beech Grove Road
Brentwood, TN 37027

________________________________________
William S. Jones
6015 Wellesley Way
Brentwood, TN 37027

________________________________________
James F. Neal
c/o Neal & Harwell
2000 One Nashville Place
150 Fourth Avenue, North
Nashville, TN 37219

________________________________________
Martha R. Ingram
120 Hillwood Drive
Nashville, TN 37215

________________________________________
Orrin H. Ingram, II
1475 Moran Road
Franklin, TN 37069

B-38
<PAGE> 39
TRUST FOR THE BENEFIT OF ORRIN HENRY
INGRAM, II, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF ORRIN HENRY
INGRAM, II, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

B-39
<PAGE> 40
TRUST FOR THE BENEFIT OF ORRIN H.
INGRAM, II, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

ORRIN H. INGRAM IRREVOCABLE
TRUST DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

1994 ORRIN HENRY INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

B-40
<PAGE> 41
________________________________________
John R. Ingram
311 Jackson Boulevard
Nashville, TN 37205

THE JOHN AND STEPHANIE INGRAM
FAMILY 1996 GENERATION SKIPPING TRUST

By WILLIAM S. JONES, as Trustee

By______________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

TRUST FOR THE BENEFIT OF JOHN
RIVERS INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

B-41
<PAGE> 42
TRUST FOR THE BENEFIT OF JOHN RIVERS INGRAM,
DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF JOHN R.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

B-42
<PAGE> 43
JOHN R. INGRAM IRREVOCABLE TRUST
DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

1994 JOHN RIVERS INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

________________________________________
Robin B. Ingram Patton
1600 Chickering Road
Nashville, TN 37215

B-43
<PAGE> 44
TRUST FOR THE BENEFIT OF ROBIN
INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF ROBIN
BIGELOW INGRAM, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

B-44
<PAGE> 45
TRUST FOR THE BENEFIT OF ROBIN B.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By______________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

ROBIN B. INGRAM IRREVOCABLE
TRUST DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

1994 ROBIN INGRAM PATTON TRUST

By ROY E. CLAVERIE, as Trustee

By______________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

B-45
<PAGE> 46
________________________________________
Panjah B. Shah
1201 Parker Place
Brentwood, TN 37207-7002

________________________________________
S. Ray Taylor
3280 Central Valley Road
Murfreesboro, TN 37219

________________________________________
Jacob S. Sherman
215 Lauderdale Road
Nashville, TN 37205

________________________________________
Susan F. Flaster
144 September Drive
La Vergne, TN 37086

B-46
<PAGE> 47
EXHIBIT A

FORM OF AGREEMENT TO BE BOUND

To the Parties to the Registration
Rights Agreement dated as of
[ ], 1996

Dear Sirs:

Reference is made to the Registration Rights Agreement (the
"AGREEMENT") dated as of [ ], 1996 among Ingram Micro Inc. and the Persons
listed on the signature pages thereof.

In consideration of the transfer of Registrable Securities (as defined
in the Agreement) to the undersigned, the undersigned hereby confirms and agrees
to be bound by all of the provisions of the Agreement.

This letter shall be construed and enforced in accordance with the laws
of the State of Delaware without regard to the conflicts of law rules of such
state.

Very truly yours,

Permitted Transferee
<PAGE> 48
ANNEX I

FAMILY STOCKHOLDERS

David B. Ingram

David and Sarah Ingram Family
1996 Generation Skipping Trust

Trust for the Benefit of David Bronson Ingram,
Dated October 27,1967

Trust for the Benefit of David Bronson Ingram,
Dated June 14, 1968

Trust for the Benefit of David B. Ingram,
Dated December 22, 1975

David B. Ingram Irrevocable Trust
Dated August 16, 1988

1994 David Bronson Ingram Trust

Martha R. Ingram

Orrin H. Ingram, II

Trust for the Benefit of Orrin Henry Ingram, II,
Dated October 27, 1967

Trust for the Benefit of Orrin Henry Ingram, II,
Dated June 14, 1968

Trust for the Benefit of Orrin H. Ingram, II,
Dated December 22, 1975

Orrin H. Ingram Irrevocable Trust
Dated August 16, 1988

1994 Orrin Henry Ingram Trust
<PAGE> 49
John R. Ingram

John and Stephanie Ingram Family
1996 Generation Skipping Trust

Trust for the Benefit of John Rivers Ingram,
Dated October 27, 1967

Trust for the Benefit of John Rivers Ingram,
Dated June 14, 1968

Trust for the Benefit of John R. Ingram,
Dated December 22, 1975

John R. Ingram Irrevocable Trust
Dated August 16, 1988

1994 John Rivers Ingram Trust

Robin B. Ingram Patton

Trust for the Benefit of Robin Ingram,
Dated October 27, 1967

Trust for the Benefit of Robin Bigelow Ingram,
Dated June 14, 1968

Trust for the Benefit of Robin B. Ingram,
Dated December 22, 1975

Robin B. Ingram Irrevocable Trust
Dated August 16, 1988

1994 Robin Ingram Patton Trust

B-2

<PAGE> 1
Exhibit 10.15

BOARD REPRESENTATION AGREEMENT

AGREEMENT dated as of __________ among Ingram Micro Inc., a Delaware
corporation ("MICRO"), and each Person listed on the signature pages hereof.

WHEREAS, Micro believes it is in the best interest of Micro and its
stockholders to become a free standing corporation rather than a subsidiary of
Ingram Industries Inc. ("Industries"); and

WHEREAS, Micro believes that the proposed Split-Off (as defined
herein) from Industries will facilitate its ability to raise capital, including
its initial public offering, and will allow Micro to more effectively design
incentives for its employees, all to the benefit of Micro and its stockholders;
and

WHEREAS, the Family Stockholders (as defined herein) are willing to
relinquish certain rights in exchange for the bargained for provisions of this
Agreement (all of which are, and are intended to be, an inducement for the
Family Stockholders to effect the Split-Off); and

WHEREAS, the parties hereto desire to provide for certain rights and
obligations relating to the composition and qualifications of the board of
directors of Micro following the date hereof;

Accordingly, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt, sufficiency and
mutuality of which are hereby acknowledged by each of the parties hereto, the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1 DEFINITIONS.

(a) The following terms, as used herein, have the following
meanings:

"APPROVING FAMILY STOCKHOLDERS" means the QTIP Marital Trust created
under the E. Bronson Ingram Revocable Trust Agreement dated January 4, 1995,
Martha R. Ingram, Orrin H. Ingram, II, John R. Ingram, David B. Ingram, Robin
B. Ingram Patton, the E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust,
the Martha and Bronson Ingram Foundation, the Trust for Orrin Henry Ingram, II,
under Agreement with E. Bronson Ingram dated October 27, 1967, the Trust for
the Benefit of Orrin Henry Ingram, II, under Agreement with E. Bronson Ingram
dated June 14, 1968, the Trust for Orrin Henry Ingram, II, under Agreement with
Hortense B. Ingram dated December 22, 1975, The Orrin H. Ingram Irrevocable
Trust dated July 9, 1992, the Trust for the Benefit of Orrin H. Ingram
established by Martha R. Rivers under Agreement of Trust originally dated April
30, 1982, as amended, the Trust for John Rivers Ingram, under Agreement with E.
Bronson Ingram dated October 27, 1967, the Trust for John Rivers Ingram, under

<PAGE> 2
Agreement with Hortense B. Ingram dated December 22, 1975, The John R. Ingram
Irrevocable Trust dated July 9, 1992, the Trust for the Benefit of John R.
Ingram established by Martha R. Rivers under Agreement of Trust originally
dated April 30, 1982,The John and Stephanie Ingram Family 1996 Generation
Skipping Trust, the Trust for David B. Ingram, under Agreement with Hortense B.
Ingram dated December 22, 1975, The David B. Ingram Irrevocable Trust dated
July 9, 1992, the Trust for the Benefit of David B. Ingram established by
Martha R. Rivers under Agreement of Trust originally dated April 30, 1982, the
David and Sarah Ingram Family 1996 Generation Skipping Trust, the Trust for
Robin Bigelow Ingram, under Agreement with E. Bronson Ingram dated October 27,
1967, Trust for Robin Bigelow Ingram, under Agreement with Hortense B. Ingram
dated December 22, 1975, The Robin Ingram Patton Irrevocable Trust, dated July
9, 1992 and Trust for the Benefit of Robin B. Ingram established by Martha R.
Rivers under Agreement of Trust originally date April 30, 1982 and all
Permitted Transferees of each such Person.

"APPROVING VOTING POWER" means, as of any date, the number of votes
able to be cast pursuant to Section 2.5(d) by the Approving Family Stockholders
consistent with Exhibit A hereto.

"BOARD" means the board of directors of Micro.

"FAIR MARKET VALUE" means with respect to the Micro Common 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 Micro Common Share shall be determined by the Board in good faith
taking into account as appropriate recent sales of the Micro Common Shares,
recent valuations of the Micro Common Shares, the lack of liquidity of the
Micro Common Shares, the fact that the Micro Common Shares may represent a
minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.

"FAMILY AGENT" means a Person appointed by a majority of the Approving
Voting Power of the Approving Family Stockholders from time to time as provided
in Section 3.13 of this Agreement.

"FAMILY STOCKHOLDERS" means the Persons listed on the signature pages
hereof (other than Micro) and all Permitted Transferees of each such Person.

"INDEPENDENT" means, with respect to any Person, a Person who shall
(i) not be an executive officer or other employee of Micro and (ii) not be a
member of the Ingram Family.

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

<PAGE> 3
"MICRO COMMON SHARES" means the shares of common stock of Micro,
including the Class B common stock and the Class A common stock, par value
$0.01 per share, of Micro.

"OUTSTANDING VOTING POWER" means, as of any date, the number of votes
able to be cast for the election of directors represented by all Micro Common
Shares outstanding on such date.

"PERMITTED TRANSFEREE" means, with respect to any Family Stockholder,
any of the other Family Stockholders or any of their respective spouses,
descendants (including adopted persons and their descendants), estates,
affiliates or any trust or other entities for the benefit of any of the
foregoing Persons and beneficiaries of the E. Bronson Ingram QTIP Marital Trust
upon the death of Martha R. Ingram, whether the transfer occurs voluntarily
during life or at death, whether by appointment, will or intestate descent or
distribution. Without limiting the generality of the foregoing, transfers from
the QTIP Marital Trust created under the E. Bronson Ingram Revocable Trust
Agreement dated January 4, 1995 to the Martha and Bronson Ingram Foundation,
the Ingram Charitable Fund or any of the other beneficiaries thereof shall be
deemed to be transfers to Permitted Transferees.

"PERSON" means an individual, corporation, partnership, limited
liability company, trust, association or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

"SPLIT-OFF" means the contemplated distribution by Industries of all
the stock of Micro and Ingram Entertainment Inc. to certain stockholders of
Industries effected in accordance with Section 355 of the Internal Revenue Code
of 1986, as amended.

(b) Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Approving Family Stockholder Notice . . . . . . . . . . . . . 2.5

Date of Confirmation . . . . . . . . . . . . . . . . . . . . 2.5

Family Directors . . . . . . . . . . . . . . . . . . . . . . 2.2

Independent Directors . . . . . . . . . . . . . . . . . . . . 2.2

Management Director . . . . . . . . . . . . . . . . . . . . . 2.2

Significant Actions . . . . . . . . . . . . . . . . . . . . . 2.5
</TABLE>

3
<PAGE> 4

ARTICLE 2

BOARD COMPOSITION AND CORPORATE GOVERNANCE

SECTION 2.1 NUMBER OF DIRECTORS; TERM; QUORUM; VOTE. The bylaws of
Micro shall provide for a Board consisting of at least eight and no more than
nine members. The term of each director will be one year, commencing
immediately following the annual meeting of stockholders at which such director
is to be elected and ending at such time after the next annual meeting of
stockholders as his or her successor is elected and qualified or upon such
director's death, or earlier resignation or removal in accordance with this
Agreement or applicable law. Except as otherwise provided herein, the bylaws
of Micro shall provide that the vote of a majority of the entire Board of
directors shall be required for all actions of the Board.

SECTION 2.2 QUALIFICATIONS OF DIRECTORS; SUBSEQUENT NOMINATIONS OF
DIRECTORS .

(a) COMPOSITION AND QUALIFICATIONS OF THE BOARD. The Family
Stockholders agree to vote their shares of Micro Common Shares to cause the
Board, from and after the date of this Agreement and until their successors are
duly elected and qualified in accordance with law and the terms of this
Agreement, to consist of the chief executive officer of Micro, three
individuals named by the Family Stockholders and who may be Family
Stockholders, and four individuals who shall be Independent and who shall have
been approved by the Family Stockholders. All subsequent nominations of
persons for election to the Board contained in proxy soliciting material
distributed on behalf of Micro during the term of this Agreement will be made
by the Nominating Committee, and all persons proposed to fill vacancies on the
Board, shall in each case be consistent with the provisions of Micro's bylaws
which shall provide the following qualifications for directors:

(i) Three individuals who are designated by the Family
Stockholders and who need not be Independent and may be Family
Stockholders (the "Family Directors");

(ii) One individual who is designated by the chief executive
officer of Micro, who need not be Independent and who may be
the chief executive officer of Micro (the "Management
Director"); and

(iii) Four (in the case of a board consisting of eight directors) or
five (in the case of a board consisting of nine directors)
individuals, as the case may be from time to time, who shall
be Independent (the "Independent Directors").

(b) ADDITION OF NINTH DIRECTOR. After the election and
qualification of the eight directors as set forth in this Section 2.2 above,
the Board may be expanded to nine directors by the affirmative vote of a
majority of such eight directors. Such ninth director shall have the
qualifications of being nominated by a majority of the Nominating Committee and
shall be Independent. After the initial qualification and election of such
ninth director as set forth in this

4
<PAGE> 5
Section 2.2(b), any vacancy created by the death, resignation or removal of
such director shall be filled pursuant to Section 2.3 below.

SECTION 2.3 FILLING OF VACANCIES. The bylaws of Micro shall provide
that if, as a result of the death, resignation or removal of a director, a
vacancy is created on the Board, the vacancy shall be filled in the following
manner with individuals with the following qualifications: (a) if the vacancy
resulted from the death, resignation or removal of a Family Director, the
vacancy shall be filled by vote of a majority of the remaining Family
Directors; (b) if the vacancy resulted from the death, resignation or removal
of the Management Director, the vacancy shall be filled by a person qualifying
to be a Management Director as designated by the chief executive officer of
Micro; and (c) if the vacancy resulted from the death, resignation or removal
of an Independent Director, the vacancy shall be filled by a person qualifying
to be an Independent Director nominated by the Nominating Committee and
approved by a majority of the entire Board then in office. The bylaws of Micro
shall provide that if such vacancy on the Board also creates a vacancy on any
committee thereof, the Board will appoint such replacement director elected in
accordance with this Section 2.3 to fill the committee position or positions
held by his or her predecessor.

SECTION 2.4 COMMITTEES.

(a) GENERAL. The bylaws of Micro shall provide for the
designation, qualification and composition of the Board committees as set forth
below and shall provide that all committees shall act by vote of the majority
of the entire number of directors which constitute the committee.

i. NOMINATING COMMITTEE. The Nominating Committee will
consist of three (3) directors, two of whom will be
Family Directors, and one of whom will be the
Management Director.

ii. EXECUTIVE COMMITTEE. The Executive Committee will
consist of three (3) directors, one of whom will be a
Family Director, one of whom will be the Management
Director and one of whom will be an Independent
Director.

iii. COMPENSATION COMMITTEE. The Compensation Committee
will consist of three (3) directors, one of whom will
be a Family Director, and two of whom will be
Independent Directors. The Compensation Committee
shall establish the compensation of all executive
officers of Micro and shall administer all stock
option, purchase and equity incentive plans.

iv. AUDIT COMMITTEE. The Audit Committee will consist of
at least three (3) directors. At least a majority of
the members of the Audit Committee will be
Independent Directors.

(b) SELECTION AND REMOVAL OF COMMITTEE MEMBERS. The bylaws
shall provide that the Nominating Committee shall name the directors to serve
on the Board committees and shall direct

5
<PAGE> 6
the Nominating Committee to follow the qualification requirements set forth in
Sections 2.2 and 2.4(a). A Committee member shall be subject to removal from
his or her position as a Committee member by the vote of a majority of the
members of the Nominating Committee.

SECTION 2.5 ACTIONS REQUIRING CONSENT OF APPROVING FAMILY
STOCKHOLDERS.

(a) SIGNIFICANT ACTIONS. In addition to any vote required by
applicable law, the bylaws shall provide that so long as this Agreement remains
effective, the following actions ("Significant Actions") will not be taken by
or on behalf of Micro without the written approval of Approving Family
Stockholders, acting in their sole discretion, holding at least a majority of
the Approving Voting Power held by all of the Approving Family Stockholders:

(i) any sale or other disposition or transfer of all or
substantially all of the assets of Micro (considered together with its
subsidiaries);

(ii) any merger, consolidation or share exchange involving
Micro, other than mergers effected for administrative reasons of
subsidiaries owned at least 90% by Micro which under applicable law
can be effected without stockholder approval;

(iii) any issuance (or transfer from treasury) of
additional equity, convertible securities, warrants or options with
respect to the capital stock of Micro, or any of its subsidiaries, or
the adoption of any additional equity plans by or on behalf of Micro
or any of its subsidiaries except for (A) options granted or stock
sold in the ordinary course of business pursuant to plans approved by
the Family Stockholders, and (B) the issuance of Micro Common Shares
valued at Fair Market Value in acquisitions as to which no approval is
required under subsection (iv) of this Section or as to which approval
has been obtained under subsection (iv) of this Section;

(iv) any acquisition by or on behalf of Micro or one of
its subsidiaries involving a total aggregate consideration in excess
of 10% of Micro's stockholders' equity calculated in accordance with
generally accepted accounting principles for the most recent quarter
for which financial information is available (after taking into
account the amount of any indebtedness for borrowed money to be
assumed or discharged by Micro or any of its subsidiaries and any
amounts required to be contributed, invested or borrowed by Micro or
any of its subsidiaries if such contribution, investment or borrowing
is reasonably contemplated by Micro to be necessary within 12 months
after the date of the acquisition);

(v) guaranteeing indebtedness of an entity other than a
subsidiary of Micro exceeding 5% of Micro's stockholders' equity
calculated in accordance with generally accepted accounting principles
for the most recent quarter for which financial information is
available;

6
<PAGE> 7
(vi) incurrence of indebtedness by Micro after the
consummation of the initial public offering of Micro Common Shares
(other than indebtedness incurred after the initial public offering of
Micro which renews or replaces a previously existing facility so long
as the aggregate amount of indebtedness is not increased) in a
transaction which could be reasonably expected to reduce Micro's
investment rating lower than one grade below the ratings of Micro by
Moody's Investors Service ("Moody's"), Fitch Investors Service, L.P.
("Fitch") or Standard & Poor's Rating Group ("Standard & Poor's")
immediately following the initial public offering, but in any event
incurrence of indebtedness by Micro after the consummation of the
initial public offering which could be reasonably expected to reduce
such investment rating lower than Baa by Moody's; BBB- by Fitch; or
BBB- by Standard & Poor's; and

(vii) any other transaction having substantially the same
effect as a transaction described in clauses (i) through (vi) of this
Section 2.5.

(b) NOTICES AND INFORMATION REQUIRED TO BE GIVEN. Micro shall
give notice to each of the Approving Family Stockholders of any potential,
proposed or contemplated Significant Action, along with all information that
Micro believes in good faith that an Approving Family Stockholder might
reasonably consider to be material in deciding whether or not to approve such
Significant Action (an "Approving Family Stockholder Notice"). An Approving
Family Stockholder Notice will be given by Micro to each of the Approving
Family Stockholders as soon as is practicable under the circumstances, but in
no event later than five (5) days prior to the date on which the Significant
Action is expected to occur. Micro shall be deemed to have given the required
Approving Family Stockholder Notice to each Approving Family Stockholder when
the Family Agent receives such Approving Family Stockholder Notice consistent
with the requirements of Sections 2.5 and 3.3 and a copy of such Approving
Family Stockholder Notice is delivered to Bass, Berry & Sims PLC, Attention:
Leigh Walton, by telecopy to (615) 742-6298 or by physical delivery to 2700
First American Center, Nashville, TN 37238-2700.

(c) CONSENT DEEMED TO BE GIVEN. The approval of each Significant
Action required to be given by the Approving Family Stockholders consistent
with Section 2.5(a) will be deemed to have been given by the Approving Family
Stockholders if Micro does not receive communications from the Family Agent
withholding such approval within five (5) business days from the Date of
Confirmation. For purposes of this Section 2.5(c) "Date of Confirmation" means
the day Micro confirms the actual receipt of such Approving Family Stockholder
Notice by the Family Agent and Bass, Berry & Sims PLC consistent with the
requirements of Sections 2.5 and 3.3.

(d) APPROVING FAMILY STOCKHOLDER VOTING POWER. With respect to
any vote pursuant to Section 2.5, and as of any given date, each Approving
Family Stockholder shall be entitled to cast a number of votes equal to (i) the
Outstanding Voting Power of all Micro Common Shares owned of record by such
Approving Family Stockholder, plus (ii) any voting power attributed to such
Approving Family Stockholder under Exhibit A hereto.

7
<PAGE> 8
SECTION 2.6 OTHER CORPORATE GOVERNANCE PROVISIONS; LIABILITY
INSURANCE.

(a) GOVERNANCE BY BOARD. Micro will be managed by or under the
direction of its Board. The bylaws of Micro shall provide that each member of
the Board, and all committees of the Board, shall have at all times full access
to the books and records of Micro and all minutes of stockholder, Board and
committee meetings, proceedings and actions and that each member of the Board
shall have the right to add items to any agenda for a meeting of the Board. The
bylaws of Micro shall also provide that during the period of time between each
regularly scheduled meeting of the Board, management decisions requiring the
immediate attention of the Board may be made with the approval of a majority of
the members of the Executive Committee; provided, however, that the Executive
Committee will not have the authority to approve any of the following items,
all of which require the approval of the Board: (i) any action that would
require the approval of the holders of a majority of the Approving Voting Power
held by the Approving Family Stockholders under Section 2.5 above or that would
require approval of the holders of a majority of the Micro Common Shares under
applicable law or under the certificate of incorporation or bylaws of Micro
(provided, however, that subject to applicable law, the Board shall be entitled
to delegate to the Executive Committee the authority to negotiate and finalize
actions, the general terms of which have been approved by the Board); (ii) any
acquisition with a total aggregate consideration in excess of 2% of Micro's
stockholders' equity calculated in accordance with generally accepted
accounting principles for the most recent quarter for which financial
information is available (after taking into account the amount of any
indebtedness to be assumed or discharged by Micro or any of its subsidiaries
and any amounts required to be contributed, invested or borrowed by Micro or
any of its subsidiaries); (iii) any action outside of the ordinary course of
business of Micro; or (iv) any other action involving a material shift in
policy or business strategy for the Board.

(b) DIRECTORS' LIABILITY INSURANCE. Unless otherwise agreed by
the written consent of the Family Stockholders, Micro shall maintain, to the
extent commercially available at reasonable rates, for the benefit of the
directors adequate directors' liability insurance to cover the reasonably
anticipated risks associated with their positions. Micro shall enter into
contracts with directors which assure them of indemnification to the full
extent allowable by law both while they serve as directors and thereafter and
the Micro certificate of incorporation will include all applicable provisions
necessary to effect the maximum protection provided by Section 102(b)(7) of the
Delaware General Corporation Law.

SECTION 2.7 AGREEMENT TO VOTE; BEST EFFORTS.

(a) GENERALLY. Each party to this Agreement agrees (i) to use its
best efforts to take all actions necessary to cause the Family Directors, the
Management Director and the Independent Directors to be elected or appointed to
the Board, (ii) to act in a manner consistent with the intent of this Agreement
in nominating and electing persons to be directors and in filling any vacancy
in the membership of the Board, and (iii) to take such other necessary or
appropriate actions as may be required to give effect to the provisions of this
Agreement.

8
<PAGE> 9
(b) AMENDMENT OF CLASS A AND B SHARES. The provisions of the
certificate of incorporation of Micro relating to the Micro Common Shares will
not be altered without the consent of a majority of the Outstanding Voting
Power held by the Family Stockholders.

(c) AMENDMENT OF BYLAWS. The bylaws of Micro shall provide that,
during the term of this Agreement, (i) the stockholders may alter, amend,
restate or repeal such bylaws or any of them, or make new bylaws, only by the
affirmative vote of the holders of 75 % of the voting power of the then
outstanding Micro Common Shares and (ii) the Board may alter, amend, restate or
repeal such bylaws or any of them, or make new bylaws, only by the affirmative
vote of three-quarters (3/4) of the members of the entire Board.

(d) NO CONFLICTING PROVISIONS OF CERTIFICATE OF INCORPORATION OR
BYLAWS. Except as may be required by applicable law, during the term of this
Agreement, the parties hereto agree to use their best efforts to prevent any
provision of Micro's certificate of incorporation or bylaws from containing any
terms inconsistent with the provisions of this Agreement, and from being
amended, modified, supplemented, restated or repealed in a manner inconsistent
with the provisions of this Agreement.

SECTION 2.8 TERMINATION. This Agreement will terminate and be of no
further force or effect on the first date on which the Family Stockholders and
their Permitted Transferees together hold beneficially less than 25,000,000
Micro Common Shares (as such number is equitably adjusted to reflect stock
splits, stock dividends, recapitalizations or other transactions in the capital
stock of Micro).

ARTICLE 3

MISCELLANEOUS

SECTION 3.1 HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provisions hereof.

SECTION 3.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

SECTION 3.3 NOTICES. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto
shall be in writing (including telecopier or similar writing) and shall be
given to such party at its address set forth on the signature pages hereof, or
to such other address as the party to whom notice is to be given may provide in
a written notice to the party giving such notice, a copy of which written
notice shall be on file with the Secretary of Micro. Except as otherwise
provided herein, each such notice, request or other communication shall

9
<PAGE> 10
be effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified on the signature pages hereof and the appropriate
confirmation is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section 3.3.

SECTION 3.4 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to the conflicts of law rules of such state.

SECTION 3.5 SEVERABILITY. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 3.6 SUCCESSORS, ASSIGNS, TRANSFEREES. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and permitted assigns. Notwithstanding
the foregoing, neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by any
party hereto; provided that each Family Stockholder agrees that, in connection
with any transfer by such Family Stockholder of Micro Common Shares after the
Split-Off to a Permitted Transferee (as defined herein), such Family
Stockholder shall assign its rights hereunder with respect to the shares so
transferred to the transferee of such Micro Common Shares. In such event, such
transferee shall execute and deliver to Micro an instrument or instruments
substantially in the form of Exhibit B hereto confirming that the transferee
has agreed to be bound, to the same extent and in the same manner as the
transferor, by the terms of this Agreement, a copy of which instrument shall be
maintained on file with the Secretary of Micro and shall include the address of
such transferee to which notices hereunder shall be sent. Neither this
Agreement nor any provision hereof shall be construed so as to confer any right
or benefit upon any Person other than the parties to this Agreement, those who
agree to be bound hereby and their respective successors and permitted assigns.

SECTION 3.7 AMENDMENTS: WAIVERS.

(a) No failure or delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

10
<PAGE> 11
(b) Neither this Agreement nor any term or provision hereof may be
amended or waived except by an instrument in writing signed, in the case of an
amendment, by each of the parties hereto and, in the case of waiver, by the
party against whom the enforcement of such waiver is sought.

SECTION 3.8 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original with the same effect
as if the signatures thereto and hereto were upon the same instrument.

SECTION 3.9 REMEDIES. The parties hereby acknowledge and agree that
in the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) in addition to any other remedy to
which the parties may be entitled, that the remedy of specific performance of
this Agreement is appropriate in any action in court.

SECTION 3.10 CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any court of the State of Delaware
or any United States Federal Court sitting in the State of Delaware over any
suit, action or proceeding arising out of or relating to this Agreement. Each
party hereto waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section 3.10. Nothing in this paragraph shall affect or
limit any right to serve process in any manner permitted by law, to bring
proceedings in the courts of any jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction.

SECTION 3.11 RELIANCE ON CORPORATE RECORDS OF MICRO. For purposes of
this Agreement, Micro shall be entitled to determine the identity or existence
of one or more Family Stockholders, Approving Family Stockholders and their
Permitted Transferees by relying on the shareholder and other records of Micro.

SECTION 3.12 ACTIONS BY FAMILY STOCKHOLDERS. Except as otherwise
provided herein, all actions required to be taken hereunder by the Family
Stockholders shall be taken by the holders of a majority of the Outstanding
Voting Power held by the Family Stockholders.

SECTION 3.13 ACTIONS BY THE APPROVING FAMILY STOCKHOLDERS; FAMILY
AGENT.

(a) All actions required to be taken hereunder by the Approving Family
Stockholders shall be taken by the holders of a majority of the Approving
Voting Power held by the Approving Family Stockholders.

(b) The Approving Family Stockholders agree to appoint a Person to
serve as Family Agent on or before the date of the Split-Off, and to maintain a
Family Agent for the duration of this Agreement. The appointment of a Person
to serve as Family Agent shall become effective upon the receipt by Micro of a
written notice pursuant to Section 3.3 of such appointment by the holders of

11
<PAGE> 12
a majority of the Approving Voting Power held by the Approving Family
Stockholders. The Family Agent is authorized to report the decisions of the
Approving Family Stockholders, and Micro shall be entitled to rely on a written
statement from the Family Agent as to actions taken by the Approving Family
Stockholders.

(c) A Family Agent shall serve in the agency capacity set forth in
this Agreement until (i) this Agreement terminates pursuant to Section 2.8 or
(ii) Micro receives notice from the holders of a majority of the Approving
Voting Power held by the Approving Family Stockholders that another Person has
been appointed as the Family Agent.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

INGRAM MICRO INC.

By:
-------------------------------
Name:
-------------------------
Title:
-------------------------
1600 East Saint Andrew Place
Santa Ana, California 92705
Telecopy: 714-566-7900

-----------------------------------
Martha R. Ingram
120 Hillwood Drive
Nashville, TN 37215

-----------------------------------
Orrin H. Ingram, II
1475 Moran Road
Franklin, TN 37069

-----------------------------------
John R. Ingram
311 Jackson Boulevard
Nashville, TN 37205

12
<PAGE> 13
-------------------------------------
David B. Ingram
4417 Tyne Boulevard
Nashville, TN 37215

-------------------------------------
Robin B. Ingram Patton
1600 Chickering Road
Nashville, TN 37215

QTIP MARITAL TRUST CREATED UNDER
THE E. BRONSON INGRAM REVOCABLE
TRUST AGREEMENT DATED JANUARY 4, 1995

By: MARTHA R. INGRAM, ORRIN H.
INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM AND ROBIN B.
INGRAM PATTON, as Co-Trustees

By:
----------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:
----------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 13706

By:
----------------------------------
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

13
<PAGE> 14
By:
-----------------------------------
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By:
-----------------------------------
Name: Robin B. Ingram Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST

By: MARTHA R. INGRAM, as Trustee

By:
-----------------------------------
Name: Martha R. Ingram
Title: Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

MARTHA AND BRONSON INGRAM
FOUNDATION

By: ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN
BIGELOW INGRAM PATTON,
as Co-Trustees

By:
-----------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

By:
-----------------------------------
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

14
<PAGE> 15

By:
----------------------------------
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By:
----------------------------------
Name: Robin Bigelow Ingram
Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

E. BRONSON INGRAM 1994
CHARITABLE LEAD ANNUITY TRUST

By: ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN B.
INGRAM PATTON, as Co-Trustees

By:
----------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

By:
----------------------------------
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

By:
----------------------------------
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

15
<PAGE> 16
By:
--------------------------------
Name: Robin B. Ingram Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH E. BRONSON
INGRAM DATED OCTOBER 27, 1967

By: SUNTRUST BANK, ATLANTA,
MARTHA R. INGRAM AND FREDERIC
B. INGRAM, AS CO-TRUSTEES

By:
--------------------------------
Name:
Title:
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

By:
--------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:
--------------------------------
Name: Frederic B. Ingram
Title: Co-Trustee
Address: 813 Greenway Dr.
Beverly Hills, CA 90210

16
<PAGE> 17

TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968

By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, AS CO-TRUSTEES

By:
----------------------------------
Name:
Title:
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

By:
----------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

TRUST FOR ORRIN HENRY INGRAM, II, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975

By: SUNTRUST BANK, ATLANTA,
Trustee

By:
----------------------------------
Name:
Title:
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

17
<PAGE> 18
THE ORRIN H. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

TRUST FOR THE BENEFIT OF ORRIN H. INGRAM
ESTABLISHED BY MARTHA R. RIVERS UNDER
AN AGREEMENT OF TRUST ORIGINALLY
DATED APRIL 30, 1982, AS AMENDED

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM DATED
OCTOBER 27, 1967

By: SUNTRUST BANK, ATLANTA, MARTHA R.
INGRAM AND FREDERIC B. INGRAM, AS
CO-TRUSTEES

By:
-------------------------------------
Name:
-------------------------------

Title:
------------------------------
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

18
<PAGE> 19

By:
-------------------------------------
Name: Martha R.Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:
-------------------------------------
Name: Frederic B. Ingram
Title: Co-Trustee
Address: 813 Greenway Dr.
Beverly Hills, CA 90210

TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968

By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, AS CO-TRUSTEES

By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

By:
------------------------------------
Name: Martha R.Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

19
<PAGE> 20

TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975

By: SUNTRUST BANK, ATLANTA, Trustee

By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
Address: Suntrust Bank, Atlanta
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

THE JOHN R. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

TRUST FOR THE BENEFIT OF JOHN R. INGRAM
ESTABLISHED BY MARTHA R. RIVERS UNDER
AN AGREEMENT OF TRUST ORIGINALLY
DATED APRIL 30, 1982, AS AMENDED

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

20
<PAGE> 21

THE JOHN AND STEPHANIE INGRAM FAMILY
1996 GENERATION SKIPPING TRUST

By: WILLIAM S. JONES, as Trustee

By:
-------------------------------------
Name: William S. Jones
Title: Trustee
Address: c/o Ingram Industries Inc.
4400 Harding Road
Nashville, TN 37205

TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967

By: SUNTRUST BANK, ATLANTA, MARTHA R.
INGRAM AND FREDERIC B. INGRAM, AS
CO-TRUSTEES

By:
-------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:
-------------------------------------
Name: Frederic B. Ingram
Title: Co-Trustee
Address: 813 Greenway Dr.
Beverly Hills, CA 90210

21
<PAGE> 22

TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968

By: SUNTRUST BANK, ATLANTA AND MARTHA
R. INGRAM, AS CO-TRUSTEES

By:
-------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975

By: SUNTRUST BANK, ATLANTA, Trustee

22
<PAGE> 23

THE DAVID B. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: ROY E. CLAVERIE
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

TRUST FOR THE BENEFIT OF DAVID B.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AN AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982, AS
AMENDED

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST

By: THOMAS H. LUNN, AS TRUSTEE

By:
-------------------------------------
Name: Thomas H. Lunn
Title: Trustee
Address: 509 Sugartree Lane
Franklin, TN 37064

23
<PAGE> 24

TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967

By: SUNTRUST BANK, ATLANTA MARTHA R.
INGRAM AND FREDERIC B. INGRAM, AS
CO-TRUSTEES

By:
-------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:
-------------------------------------
Name: Frederic B. Ingram
Title: Co-Trustee
Address: 813 Greenway Dr.
Beverly Hills, CA 90210

TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968

By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, AS CO-TRUSTEES

24
<PAGE> 25
By:
-------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975

By: SUNTRUST BANK, ATLANTA, Trustee

THE ROBIN INGRAM PATTON IRREVOCABLE
TRUST DATED JULY 9, 1992

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

25
<PAGE> 26

TRUST FOR THE BENEFIT OF ROBIN B.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AN AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982, AS
AMENDED

By: ROY E. CLAVERIE, as Trustee

By:
-------------------------------------
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

26
<PAGE> 27
EXHIBIT A

ATTRIBUTION OF APPROVING VOTING POWER

1. With respect to any vote pursuant to Section 2.5, and as of any given
date, Martha R. Ingram shall be attributed and entitled to cast a number of
votes equal to the Outstanding Voting Power of all Micro Common Shares owned by
the Trust for John Rivers Ingram, under an Agreement with E. Bronson Ingram
dated June 14, 1968, plus the Outstanding Voting Power of all Micro Common
Shares owned by the Trust for David B. Ingram, under an Agreement with E.
Bronson Ingram dated October 27, 1967, plus the Outstanding Voting Powerof all
Micro Common Shares owned by the Trust for the Benefit of David Bronson Ingram,
dated June 14, 1968, plus the Outstanding Voting Power of all Micro Common
Shares owned by the Trust for Robin Bigelow Ingram, under an Agreement with E.
Bronson Ingram dated June 14, 1968.

2. With respect to any vote pursuant to Section 2.5, and as of any given
date, Orrin H. Ingram, II shall be attributed and entitled to cast a number of
votes equal to twenty-five percent (25%) of the Outstanding Voting Power of all
Micro Common Shares owned by the E. Bronson Ingram 1994 Charitable Lead Annuity
Trust.

3. With respect to any vote pursuant to Section 2.5, and as of any given
date, John R. Ingram shall be attributed and entitled to cast a number of
votes equal to twenty-five percent (25%) of the Outstanding Voting Power of all
Micro Common Shares owned by the E. Bronson Ingram 1994 Charitable Lead Annuity
Trust.

4. With respect to any vote pursuant to Section 2.5, and as of any given
date, David B. Ingram shall be attributed and entitled to cast a number of
votes equal to twenty-five percent (25%) of the Outstanding Voting Power of all
Micro Common Shares owned by the E. Bronson Ingram 1994 Charitable Lead Annuity
Trust.

5. With respect to any vote pursuant to Section 2.5, and as of any given
date, Robin B. Ingram Patton shall be attributed and entitled to cast a number
of votes equal to twenty-five percent (25%) of the Outstanding Voting Power of
all Micro Common Shares owned by the E. Bronson Ingram 1994 Charitable Lead
Annuity Trust.

27
<PAGE> 28
EXHIBIT B

FORM OF AGREEMENT TO BE BOUND

[DATE]

To the Parties to the Board Representation Agreement
Dated as of _______, ____

Ladies and Gentlemen:

Reference is made to the Board Representation Agreement (THE
"AGREEMENT") dated as of __________ among Ingram Micro Inc. and the Persons
listed on the signature pages thereof.

In consideration of the transfer to the undersigned of Micro Common
Shares (as defined in the Agreement), the undersigned hereby confirms and
agrees to be bound by all of the provisions of the Agreement applicable to the
transferor.

This letter shall be construed and enforced in accordance with the
laws of the State of Delaware without regard to the conflicts of law rules of
such state.

Very truly yours,

-------------------------------------
Permitted Transferee

<PAGE> 1
EXHIBIT 10.16

THRIFT PLAN LIQUIDITY AGREEMENT

THRIFT PLAN LIQUIDITY AGREEMENT dated as of [ ], (1) 1996
between Ingram Micro Inc., a Delaware corporation ("MICRO"), and the Ingram
Thrift Plan (together with its successors and permitted assigns, the "THRIFT
PLAN").

In consideration of the mutual promises set forth below (the
mutuality, adequacy and sufficiency of which are hereby acknowledged), the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1. DEFINITIONS. The following terms, as used herein, have
the following meanings:

"BENEFITS TRANSFER AGREEMENT" means the Employee Benefits Transfer
and Assumption Agreement of even date herewith among Micro, Ingram Industries
Inc. and Ingram Entertainment Inc.

"COMMISSION" means the Securities and Exchange Commission.

"ELIGIBLE REPURCHASE PERIOD" means the period commencing on the
effective date of the initial Public Offering and ending on the effective date
of any registration statement filed pursuant to Section 2.1(b); provided that
the "Eligible Repurchase Period" shall not include any period (i) commencing on
the date of delivery of a written notice by Micro pursuant to Section 2.1(a),
2.1(b) or 2.1(c) and (ii) ending on the day following the earliest to occur of
(a) the last day of effectiveness of the registration statement in respect of
which such notice was delivered, (b) the day after the date on which such
registration statement is withdrawn pursuant to Section 2.3 or (c) the 90th day
after the date of such written notice,
- --------
(1) CLOSING DATE OF THE EXCHANGE.
<PAGE> 2
if such registration statement shall not have been declared effective by such
time.

"FAIR MARKET VALUE" means, with respect to one share of Micro Common
Stock as of any date, the reported closing price on such date of a share of
Micro Common Stock on such exchange or market as is the principal trading market
for the Micro Common Stock (regardless of whether such listed or traded share of
Micro Common Stock is of the same class as the share of Micro Common Stock in
respect of which the determination of Fair Market Value is being made).

"LIQUIDITY EVENT" means any event that requires that shares of Micro
Common Stock held by the Thrift Plan be sold in order to fund a distribution to
a participant required pursuant to the terms of the Thrift Plan consistent with
past practice.

"MICRO COMMON STOCK" means the common stock of Micro, including
without limitation the Class A common stock and the Class B common stock, par
value $0.01 per share, of Micro.

"PUBLIC OFFERING" means a public offering of Micro Common Stock
pursuant to an effective registration statement under the Securities Act, other
than pursuant to a registration statement on Form S-4 or Form S-8 or any
successor or similar form.

"REGISTRABLE SECURITIES" means, as of any date, (i) shares of Micro
Common Stock held by the Thrift Plan that the trustees of the Thrift Plan
determine, in their good faith opinion, should be sold as of such date in order
to comply with the provisions of Section 404(a) of The Employee Retirement
Income Security Act of 1974, as amended and (ii) shares of Micro Common Stock in
respect of which a Liquidity Event has occurred as of such date. Registrable
Securities shall cease to be Registrable Securities when (x) a registration
statement with respect to the disposition of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of pursuant to such effective registration statement, (y) such securities shall
have been sold under circumstances in which all of the applicable conditions of
Rule 144 under the Securities Act are met or (z) such securities may be sold
pursuant to Rule 144(k) under the Securities Act or otherwise in the public
market without being registered under the Securities Act.

"REGISTRATION EXPENSES" means all (i) registration and filing fees,
(ii) fees and expenses of compliance with

2
<PAGE> 3
securities or blue sky laws and the reasonable fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities, (iii)
printing expenses, (iv) internal expenses of Micro (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), (v) fees and disbursements of counsel for Micro, (vi)
customary fees and expenses for independent certified public accountants
retained by Micro (including the expenses of any comfort letters or costs
associated with the delivery by independent certified public accountants of a
comfort letter or comfort letters), (vii) fees and expenses of any special
experts retained by Micro in connection with such registration and (viii) fees
and expenses of listing the Registrable Securities to be registered pursuant to
this Agreement on a securities exchange.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

ARTICLE 2

REGISTRATION PROVISIONS; SHARE REPURCHASES

SECTION 2.1. SECURITIES ACT REGISTRATION. (a) Micro may elect, by
delivery of written notice to the Thrift Plan, to effect the registration, as
soon as practicable following the initial Public Offering, of Registrable
Securities on Form S-1 under the Securities Act; provided that if such
registration shall not have been effected within 90 days following such initial
Public Offering, Micro shall be obligated to repurchase such Registrable
Securities on the terms and conditions set forth in Section 2.4(a). The Thrift
Plan shall deliver written notice to Micro, within ten days after receipt by the
Thrift Plan of such written notice from Micro, of the number of Registrable
Securities to be included in such registration. Whether to make any election to
effect the registration of such Registrable Securities shall be in the sole and
absolute discretion of Micro.

(b) Micro may elect, by delivery of written notice to the Thrift
Plan, to effect the registration, as soon as practicable following the first
anniversary of the effective date of the initial Public Offering, of the
Registrable Securities on Form S-3 under the Securities Act; provided that if
such registration shall not have been effected within 90 days following such
anniversary, Micro

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<PAGE> 4
shall be obligated to repurchase such Registrable Securities on the terms and
conditions set forth in Section 2.4(a). The Thrift Plan shall deliver written
notice to Micro, within ten days after receipt by the Thrift Plan of such
written notice from Micro, of the number of Registrable Securities to be
included in such registration. Whether to make any election to effect the
registration of such Registrable Securities shall be in the sole and absolute
discretion of Micro.

(c) Micro shall deliver written notice to the Thrift Plan in the
event that Micro is required to use its best efforts to effect a registration
pursuant to Section 7.01(b) of the Stock Option, SAR and ISU Conversion and
Exchange Agreement dated as of September 4, 1996 among Micro and the other
parties thereto. The Thrift Plan shall then deliver written notice to Micro,
within ten days after receipt by the Thrift Plan of such written notice from
Micro, of the number of Registrable Securities to be included in any such
registration, and Micro shall use its best efforts to include such Registrable
Securities in such registration.

SECTION 2.2. EFFECTIVENESS OF REGISTRATIONS. (a) Micro shall use its
best efforts to cause any registration pursuant to Section 2.1(a) to remain
effective (and not be subject to any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason) for a period of not less than 30 days following the date on which such
registration was declared effective, or, if earlier, the date on which all
Registrable Securities registered thereunder have been sold.

(b) Subject to Section 2.3(b), Micro shall use its best efforts to
cause any registration pursuant to Section 2.1(b) to remain effective (and not
be subject to any stop order, injunction or other order or requirement of the
Commission or other governmental agency or court for any reason) for the period
beginning on the date on which such registration was declared effective and
ending on the date on which all Registrable Securities registered thereunder
have been sold or, if earlier, the date on which no Registrable Securities
remain outstanding.

SECTION 2.3. EXPENSES; MICRO DISCRETION. (a) Micro shall pay all
Registration Expenses in connection with any registration effected pursuant to
the terms of this Agreement.

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<PAGE> 5
(b) With respect to any registration statement filed or to be filed
pursuant to this Agreement, if the Board of Directors of Micro shall determine,
in its good faith judgment, that to maintain the effectiveness of such
registration statement or to permit such registration statement to become
effective (or, if no registration statement has yet been filed, to file such a
registration statement) would be significantly disadvantageous to Micro, Micro
may cause such registration statement to be withdrawn and the effectiveness of
such registration statement to be temporarily suspended or, if no registration
statement has yet been filed, delay the filing of such registration statement.
Micro shall not be liable for the failure of any such registration statement to
become effective provided that Micro complies with its obligations under this
Agreement; provided that, if any registration effected pursuant to Section
2.1(a) or 2.1(b) is so withdrawn or delayed for a period of more than 120
consecutive days, Micro shall be obligated to repurchase the Registrable
Securities to have been included in such registration on the terms and
conditions set forth in Section 2.4(a).

SECTION 2.4 SHARE REPURCHASES. (a) Subject to Section 2.4(d), if a
registration of Registrable Securities shall not have been effected during the
applicable time period specified in Section 2.1(a) or 2.1(b), or if required
pursuant to Section 2.3(b), the Thrift Plan may elect, by written notice
delivered to Micro within 90 days following the expiration of the time period
specified in Section 2.1(a) or Section 2.1(b), respectively, or the expiration
of the 120-day period referred to in Section 2.3(b), to sell to Micro the
Registrable Securities otherwise to have been included in such registration at a
purchase price, payable in cash, equal to the Fair Market Value of such
Registrable Securities as of the date such purchase is effected pursuant to
Section 2.4(c) and otherwise in the manner set forth herein.

(b) Subject to Section 2.4(d), at any time during the Eligible
Repurchase Period, the Thrift Plan may elect, by written notice delivered to
Micro, to sell to Micro, and Micro shall be required to purchase from the Thrift
Plan, the shares of Micro Common Stock with respect to which a Liquidity Event
has occurred, at a purchase price, payable in cash, equal to the Fair Market
Value of such shares as of the date such purchase is effected pursuant to
Section 2.3(c) and otherwise in the manner set forth herein; provided that Micro
shall not be obligated to make a repurchase pursuant to this Section 2.4(b) on
more than one occasion during any calendar month.

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<PAGE> 6
(c) The closing of any repurchase made pursuant to this Section 2.4
shall be effected in one lump sum and, subject to Section 2.4(b), shall be
consummated as promptly as practicable following receipt of the written notice
from the Thrift Plan referred to in Section 2.4(a) or 2.4(b) upon at least five
days' prior notice by Micro of the date, time and place of the closing of such
repurchase.

(d) Notwithstanding anything herein to the contrary, (i) Micro shall
not be obligated to make any such purchase if Micro determines in good faith
that such purchase would adversely affect the qualification of the transactions
contemplated by the Exchange Agreement or Reorganization Agreement (as defined
in the Benefits Transfer Agreement) for tax-free treatment under Section 355 of
the Internal Revenue Code, as amended, or if such purchase would be prohibited
by the terms of any credit facility or financing agreement of Micro then in
effect, and (ii) Micro shall not be obligated to repurchase pursuant to Section
2.4(a), during any fiscal year, Registrable Securities of the type described in
clause (i) of the definition of "Registrable Securities" having an aggregate
purchase price in excess of the greater of $10 million or 3% of the stockholders
equity of Micro as of the beginning of such fiscal year (it being understood
that shares of Micro Common Stock shall be repurchased on a first-come,
first-served basis until the limit for such fiscal year has been reached).

(e) Micro hereby agrees to use commercially reasonable efforts to
negotiate the terms of each credit facility and financing agreement of Micro so
as to minimize any restrictions on the ability of Micro to make repurchases
hereunder.

ARTICLE 3

MISCELLANEOUS

SECTION 3.1. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provisions hereof.

SECTION 3.2. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

6
<PAGE> 7
SECTION 3.3. NOTICES. Any notice, request, instruction or other
document to be given hereunder by either party hereto to the other party hereto
shall be in writing (including telecopier or similar writing) and shall be given
to such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice. If notice is given pursuant to
this Section of a successor or permitted assign of a party to this Agreement,
then notice shall thereafter be given as set forth above to such successor or
assign. Each such notice, request or other communication shall be effective (i)
if given by telecopy, when such telecopy is transmitted to the telecopy number
specified on the signature pages hereof and electronic or oral confirmation of
receipt is received, (ii) if given by mail, at the close of business on the
third business day after such communication is deposited in the mails with first
class postage prepaid addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified in this Section 3.3.

SECTION 3.4. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.

SECTION 3.5. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 3.6. SUCCESSORS, ASSIGNS. Neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by Micro or by the Thrift Plan; provided that the Thrift
Plan may assign its rights hereunder to the Micro Thrift Plan or the
Entertainment Thrift Plan (each as defined in the Benefits Transfer Agreement)
in connection with any transfer of Micro Common Stock to the Micro Thrift Plan
or Entertainment Thrift Plan, respectively, pursuant to Section 3.1 of the
Benefits Transfer Agreement; provided that each such assignee shall have
executed and delivered to Micro an instrument in form and substance satisfactory
to Micro pursuant to which such assignee shall have agreed to be bound by the
terms of this Agreement. This Agreement is

7
<PAGE> 8
binding upon the parties to this Agreement and their respective successors and
permitted assigns and inures to the benefit of the parties to this Agreement and
their respective successors and assigns. Neither this Agreement nor any
provision hereof shall be construed so as to confer any right or benefit upon
any entity other than the parties to this Agreement, those who agree to be bound
hereby and their respective successors and assigns. References to a party to
this Agreement are also references to any successor or permitted assign of such
party and, when appropriate to effect the binding nature of this Agreement for
the benefit of another party, any other successor or assign of a party.

SECTION 3.7. AMENDMENTS; WAIVERS. (a) No failure or delay on the
part of either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

(b) Neither this Agreement nor any term or provision hereof may be
amended or waived except by an instrument in writing signed by the parties
hereto.

SECTION 3.8. COUNTERPARTS. This Agreement may be executed in two
counterparts, both of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.

SECTION 3.9. REMEDIES. The parties hereby acknowledge and agree that
in the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) in addition to any other remedy to
which the parties may be entitled, that the remedy of specific performance of
this Agreement is appropriate in any action in court. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

SECTION 3.10. EFFECTIVENESS. This Agreement shall become effective
commencing on the effective date of the initial Public Offering.

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<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

INGRAM MICRO INC.

By________________________________________________
Name:
Title:
1600 Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

INGRAM THRIFT PLAN

By W.M. HEAD, R.E. CLAVERIE
AND T.H. LUNN,
as Co-Trustees

By________________________________________________
Name: William M. Head
Title: Co-Trustee
Address: 1229 Nichol Lane
Nashville, TN 37205

By________________________________________________
Name: R.E. Claverie
Title: Co-Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

By________________________________________________
Name: T.H. Lunn
Title: Co-Trustee
Address: 509 Sugartree Lane
Franklin, TN 37064

<PAGE> 1
EXHIBIT 10.17

TAX SHARING AND TAX SERVICES AGREEMENT

This Agreement is entered into the ___ day of _______, 1996, by
and among Ingram Industries Inc. ("Industries"), Ingram Entertainment Inc.
("Entertainment") and Ingram Micro Inc. ("Micro") (Entertainment and Micro are
sometimes hereinafter referred to collectively as the "Subsidiaries" and
individually as a "Subsidiary").

WHEREAS, Industries is the common parent corporation of an
affiliated group of corporations (the "Affiliated Group") within the meaning of
section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
which files consolidated federal income tax returns ("Consolidated Federal
Returns");

WHEREAS, the Subsidiaries are currently wholly- owned
subsidiaries of Industries and members of the Affiliated Group;

WHEREAS, Industries files consolidated, combined or unitary
state income tax returns (collectively, "Consolidated State Returns") in certain
states for groups of corporations which include the Subsidiaries;

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<PAGE> 2
WHEREAS, Industries is distributing all of its stock in each of
the Subsidiaries to certain of the shareholders of Industries in a split-off
transaction (the "Split-off");

WHEREAS, the parties hereto desire to set forth their agreement
concerning the manner in which various matters relating to federal, state and
foreign taxes based upon income (collectively, "Income Taxes") will be handled
after the date of the Split-off;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

1. Termination of Other Income Tax Sharing Agreements. Any
existing Income Tax sharing agreements or arrangements, whether written or
unwritten, between Industries and a Subsidiary are hereby terminated, and this
Agreement shall on and after the date hereof constitute the sole Income Tax
sharing agreement between Industries and each Subsidiary.

2
<PAGE> 3
2. Filing of Income Tax Returns and Payment of Tax Liability.

(a) Federal Income Tax Returns.

(i) Return for Affiliated Group. Industries will prepare
and file the Consolidated Federal Return for the Affiliated Group for the
taxable year which includes the date of the Split-off (the "Split-off Date").

(ii) Separate Federal Income Tax Returns. Industries shall
prepare on behalf of each Subsidiary, in consideration of a fee to be negotiated
by the parties, a separate federal income tax return for the short taxable year
of the Subsidiary which begins immediately after the Split-off Date.

(b) State Income Tax Returns.

(i) Consolidated State Income Tax Returns. Industries shall
prepare and file state income tax returns for the taxable year which includes
the Split-off Date for those states in which Consolidated State Returns are
filed.

(ii) Separate State Income Tax Returns. With respect to
those states in which a Subsidiary files a separate income tax return,
Industries shall prepare on behalf of such Subsidiary, in consideration of a fee
to be negotiated by the

3
<PAGE> 4
parties, an income tax return for the taxable year of the Subsidiary which
includes the Split-off Date. With respect to those states in which Consolidated
State Returns are filed in accordance with section 2(b)(i) above, Industries
shall prepare on behalf of each Subsidiary, in consideration of a fee to be
negotiated by the parties, a separate income tax return for the short taxable
year of the Subsidiary which begins immediately after the Split-off Date.

(c) In preparing the Consolidated Federal Return and any
Consolidated State Returns for the taxable period which includes the Split-off
Date, the items attributable to a Subsidiary for the portion of such taxable
period ending on the Split-off Date shall be determined by closing the books of
the Subsidiary as of the Split-off Date. All such returns shall be prepared
using the same procedures and on the same basis as returns for prior periods,
except as the parties hereto may otherwise agree.

(d) Payment of Tax.

(i) Consolidated Federal and State Returns. Within thirty
(30) days after the Consolidated Federal Return and each Consolidated State
Return for the taxable year which includes the Split-off Date is filed,
Industries shall notify each Subsidiary of the amount of the tax liability
reflected on

4
<PAGE> 5
such return which is allocable to such Subsidiary. Each Subsidiary shall pay to
Industries, within ten (10) days after the date of such notice, the excess of
the amount of tax liability reflected on such tax return which is allocable to
the Subsidiary over the amount previously paid by such Subsidiary to Industries
with respect to the Subsidiary's tax liability for such taxable year, together
with interest, at the intercompany rate of interest determined by Industries'
Treasury Department (the "Inter-Company Rate") for such period, on such excess
amount for the period from the date the tax return is filed until the date of
payment by the Subsidiary. In the event that the amount of tax liability
reflected on such tax return which is allocable to the Subsidiary is less than
the amount previously paid by such Subsidiary to Industries with respect to the
Subsidiary's tax liability for such taxable year, Industries shall pay such
Subsidiary the difference, together with interest at the InterCompany Rate on
such amount for the period from the date the tax return is filed until the date
of payment to the Subsidiary; provided, however, that interest shall only be
paid to the extent such Subsidiary's overpayment was used to fund an
underpayment by Industries or another Subsidiary or interest on such overpayment
was actually received from the relevant taxing authority. Industries shall
allocate the tax liability reflected on the Consolidated Federal Return and each
Consolidated State Return in accordance with the method prescribed in Treas.
Reg. Section 1.1552-1(a)(3).

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<PAGE> 6
(ii) Separate Federal and State Returns. Each Subsidiary
shall be responsible for the payment of any Income Tax liability reflected on
the separate Income Tax returns prepared by Industries on behalf of such
Subsidiary pursuant to sections 2(a)(ii) and 2(b)(ii) of this Agreement.

3. Subsequent Adjustments.

(a) In the event that adjustments are made to a Consolidated
Federal Return, a Consolidated State Return or a foreign or separate state
Income Tax return of Industries or a Subsidiary for any taxable year or portion
thereof ending on or before the Split-off Date, whether by reason of an audit,
amended return or otherwise, and such adjustments result in an increase in the
Income Tax liability for such taxable period, the responsibility for the payment
of such increase in Income Tax liability and any interest, penalties, or
additions to tax imposed with respect to such increase (collectively, a
"Deficiency") shall, except as provided in section 3(b) and section 4(b) below,
be determined in the following manner:

(i) The amount of a Deficiency shall first be offset
against and reduce the amount reflected in the reserve for taxes (the "Reserve")
recorded on the books of Industries as of the Split-off Date. Industries shall
be responsible for

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<PAGE> 7
payment of the amount of such Deficiency which is offset against the Reserve in
accordance with this section 3(a)(i).

(ii) To the extent that the amount of a Deficiency exceeds
the balance in the Reserve (after giving effect to any prior reduction in the
Reserve made pursuant to section 3(a)(i)), the parties hereto shall be
responsible for the payment of the amount of such excess in the following
proportions:

<TABLE>
<S> <C>
Industries 23.01 percent
Micro 72.84 percent
Entertainment 4.15 percent;
</TABLE>

(iii) Provided, however, that in the event that a
Deficiency involves a timing issue and results in a decrease in income or an
increase in a deduction, credit or other tax attribute (an "Offsetting
Adjustment") for a taxable period or portion thereof beginning after the
Split-off Date, the amount of the Deficiency to be taken into account for
purposes of applying sections 3(i) and 3(ii) above shall be reduced by the
present value (using a discount rate equal to 10 percent) of the tax benefit
(based on the applicable maximum corporate tax rate in effect on the date of
such adjustment) which will result from the Offsetting Adjustment and the
Subsidiary benefitting from such Offsetting Adjustment shall pay one hundred
percent (100%) of the foregoing reduction in the Deficiency.

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<PAGE> 8
(b) (i) Notwithstanding the provisions of section 3(a),if the
Split-off fails to qualify for tax-free treatment under Section 355 of the Code
as the result of the breach by one of Industries, Micro or Entertainment of a
representation or covenant contained in Section 6.2 or Section 6.3 of the
Exchange Agreement dated _____, 1996, to which Industries and the Subsidiaries
are parties, the responsibility for the payment of any resulting Deficiency
shall be borne solely by the corporation which committed such breach; and in the
event the Deficiency results from the breach by more than one of the
corporations of such representations or covenants, the responsibility for the
payment of the Deficiency shall be shared by each of the corporations which
committed such breach in the proportion which the percentage specified for such
corporation in section 3(a)(ii) bears to the sum of the percentages specified
therein for each of the corporations which committed such breach. (ii) If a
Deficiency is attributable to a transaction, other than the Split-off, which was
consummated pursuant to the Reorganization Agreement dated ___, 1996, among
Industries, Micro and Entertainment, the responsibility for the payment of such
Deficiency shall be borne 23.01 percent by Industries, 72.84 percent by Micro
and 4.15 percent by Entertainment, as determined after the application of the
procedures set forth in section 3(a)(iii), if appropriate.

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<PAGE> 9
4. Refunds.

(a) In the event that a refund of Income Tax (other than a
refund attributable to a carryback of a loss or tax credit) is received by
Industries with respect to a Federal Consolidated Return or a State Consolidated
Return for any taxable year or portion thereof ending on or before the Split-off
Date, the portion of such refund which is attributable to items of a Subsidiary
shall be promptly paid by Industries to such Subsidiary, together with any
interest received on such portion; provided, however, that in the event that a
refund is received with respect to an amount of a Deficiency which was paid by
Industries or a Subsidiary in accordance with section 3(a)(i) or 3(a)(ii) above,
Industries and each Subsidiary shall be entitled to the portion of such refund,
together with interest thereon, which is the same as the proportion of the
Deficiency which was paid by such party.

(b) In the event that a Subsidiary has a net operating loss,
net capital loss or credits against tax for a taxable year beginning after the
Split-off Date which, under applicable federal or state law, may be carried back
to a Consolidated Federal Return or State Consolidated Return for a taxable
period or portion thereof of the Subsidiary which ends on or before the
Split-off Date, Industries shall pay to such Subsidiary, within 10 days of the
receipt of such refund, the amount of the Income Tax benefit actually received
by the

9
<PAGE> 10
Affiliated Group or the applicable state consolidated, combined or unitary
group, as the case may be, as a result of such carryback. The tax benefit
received as a result of a carryback shall be considered to be equal to the
excess of (i) the Income Taxes which would have been payable for the taxable
period to which the loss or credit is carried in the absence of such carryback
over (ii) the Income Taxes actually payable for such period after taking such
carryback into effect. In the event that any portion of a carryback is
disallowed following payment to a Subsidiary of the tax benefit received from
such carryback, the Subsidiary shall repay to Industries the amount which would
not have been payable to the Subsidiary hereunder if only the portion of the
carryback actually allowed had been taken into account.

5. Allocation of Items. In the case of an assessment or refund
which is imposed or received with respect to an Income Tax Return filed for a
taxable period that includes but does not end on the Split-off Date, the amount
of the assessment or refund which relates to the portion of the taxable period
ending on the Split-off Date shall be determined by allocating the items to
which the assessment or refund relates to the date on which such items are
properly taken into account for Income Tax purposes, and in the case of any item
which cannot be allocated to a specific date, by ratably allocating such item
between the portion of the taxable period ending on the Split-off Date and the
portion of the taxable period beginning immediately

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<PAGE> 11
after the Split-off Date based on the number of days in such respective
portions.

6. Certain Changes. Following the Split-off Date, neither
Industries nor any Subsidiary shall, without the prior written consent of the
other parties to this Agreement, make or change any Income Tax election, adopt
or change any accounting method, file any amended Income Tax Return or agree to
or settle any claim, proposed adjustment or assessment if such action would
result in an increase in Income Tax liability or a reduction in any deduction,
credit loss or other Income Tax attribute for any taxable period or portion
thereof of Industries or a Subsidiary which ends on or before the Split-off
Date.

7. Deductions Related to Options. It is agreed by the parties
that where an option to purchase stock of Industries which is held by an
employee of Industries or Entertainment is converted in connection with the
Split-off into an option to purchase stock of Micro, and Micro issues its stock
to such employee pursuant to the exercise of the converted option, then, to the
extent that Industries or Entertainment is entitled to an Income Tax deduction
for the amount of compensation which results to the employee from exercise of
the converted option, Industries or Entertainment shall pay to Micro the amount
of the tax benefit received by such corporation from the compensation deduction.

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<PAGE> 12
8. Contests. Industries shall have the right to control any
audit, administrative or judicial proceeding involving a claim, proposed
adjustment, assessment or other contest with respect to a Consolidated Federal
Return, Consolidated State Return, or a separate Income Tax return filed by
Industries or a Subsidiary for any taxable period or portion thereof ending on
or prior to the Split-off Date, and Industries shall have the right to determine
when to settle such claim, adjustment, assessment or contest; provided, however,
that Industries shall consult with a Subsidiary regarding any such proceeding to
the extent that such proceeding may affect the tax liability of such Subsidiary
for a taxable period or portion thereof beginning after the Split-off Date and
shall obtain the consent of a Subsidiary, which consent shall not be
unreasonably withheld, to any proposed settlement if such settlement would
increase the tax liability of such Subsidiary for a taxable period of portion
thereof beginning after the Split-off Date. The legal fees and other expenses
incurred by Industries in connection with any such proceeding shall be borne
23.01 percent by Industries, 72.84 percent by Micro and 4.15 percent by
Entertainment. Industries shall allow a Subsidiary and its counsel to
participate in any such proceeding to the extent that the proceeding relates to
such Subsidiary, and the legal fees and other expenses incurred by a Subsidiary
in this regard shall be borne by the parties in the same proportions set forth
in the immediately preceding sentence.

12
<PAGE> 13
9. Cooperation and Assistance. Industries and each Subsidiary
agree to provide each other with such cooperation and information as either of
them may reasonably request in connection with the preparation of Income Tax
returns, amended returns, claims for refunds or other income tax filings or the
conduct of any audit, administrative or judicial proceeding relating to Income
Taxes. The parties further agree to retain all books, records, documents,
accounting data or other information which relate to Income Tax returns for
taxable periods ending on or prior to or which include the Split-off Date, until
the expiration of the applicable statute of limitations (giving effect to any
extension, waiver or mitigation thereof).

10. Governing Law. This Agreement shall be construed under and
governed by the laws of the State of Tennessee.

11. Headings. The headings contained in this Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.

12. Entire Agreement; Amendment; Waiver. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and may not be altered or amended except in writing signed by the
parties. The failure

13
<PAGE> 14
of a party hereto at any time to require the performance of any provision
hereunder shall in no manner affect the right to enforce the same. No waiver by
either party hereto of any condition, or of the breach of any provision of this
Agreement shall be deemed or construed as a further or continuing waiver of any
such condition or of the breach of any other provision herein contained.

13. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement shall not be construed so as
to benefit any person other than the parties hereto and such successors and
assigns.

IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement on the date first written above.

INGRAM INDUSTRIES INC.

By:_______________________

Title:____________________

INGRAM ENTERTAINMENT INC.

By:_______________________

Title:____________________

INGRAM MICRO HOLDINGS INC.

By:_______________________

Title:____________________

<PAGE> 1
EXHIBIT 10.18

MASTER SERVICES AGREEMENT

AGREEMENT dated as of [______________], 1996, (1) among Ingram
Industries Inc., a Tennessee corporation ("INDUSTRIES"), Ingram Micro Inc., a
Delaware corporation ("MICRO"), and Ingram Entertainment Inc., a Tennessee
corporation ("ENTERTAINMENT").

In consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

ARTICLE 1

PERFORMANCE OF SERVICES

SECTION 1.1. PROVISION OF SERVICES. (a) On the terms and subject to
the conditions of this Agreement, during the term of this Agreement Industries
agrees to provide to Micro, Entertainment and their respective Subsidiaries, or
procure the provision to each of Micro, Entertainment and their respective
Subsidiaries of, and each of Micro and Entertainment (on behalf of itself and
its Subsidiaries) agrees to purchase from Industries, the services described on
the Schedules attached hereto (the "SERVICES"), including without limitation
Services in connection with the administration of certain employee benefit plans
and arrangements set forth on such Schedules (the "PLANS"). Notwithstanding
anything herein to the contrary, Industries shall only perform Services
involving the administration of the Micro Thrift Plan or the Entertainment
Thrift Plan (each as defined in the Employee Benefits Transfer and Assumption
Agreement dated as of [ ], 1996 among the parties hereto) upon the
written request of Micro (or an appropriate committee designated thereby) or
Entertainment (or an appropriate committee designated thereby), respectively,
and on the condition that

- --------

(1) To be dated the Closing Date under the Exchange Agreement.
<PAGE> 2
the terms of the Micro Thrift Plan or the Entertainment Thrift Plan, as the case
may be, are acceptable to Industries. Unless otherwise specifically agreed by
the parties, the Services to be provided or procured by Industries hereunder
shall be substantially similar in scope, quality and nature to those provided
to, or procured on behalf of, Micro, Entertainment and their respective
Subsidiaries prior to the date hereof.

(b) Any administration of the Plans by Industries pursuant to the
terms hereof shall be subject to applicable regulatory requirements and the
terms of the governing plan documents as interpreted by the appropriate plan
fiduciaries. The parties shall cooperate fully with each other in the
administration and coordination of regulatory and administrative requirements
associated with the Plans. Such coordination, upon request, will include (but
not be limited to) the following: sharing payroll data for determination of
highly compensated associates, providing census information (including accrued
benefits) for purposes of running discrimination tests, providing actuarial
reports for purposes of determining the funded status of any plan, review and
coordination of insurance and other independent third party contracts, and
providing for review of all summary plan descriptions, requests for
determination letters, insurance contracts, Forms 5500, financial statement
disclosures and plan documents.

SECTION 1.2. SERVICE FEES; EXPENSES. (a) The Schedules hereto
indicate, with respect to each Service listed thereon, the method by which fees
(the "SERVICE FEES") to be charged to Micro or Entertainment, as the case may
be, for such Service will be determined. Each of Micro and Entertainment agrees
to pay to Industries in the manner set forth in Section 1.3 the Service Fees
applicable to each of the Services provided by Industries to Micro (and its
Subsidiaries) and Entertainment (and its Subsidiaries), respectively, pursuant
to the terms hereof.

(b) In addition to any other amounts payable to Industries
hereunder, each of Micro and Entertainment shall reimburse Industries in the
manner set forth in Section 1.3 for (i) all out-of-pocket expenses (including
without limitation travel expenses, professional fees, printing and postage)
incurred by Industries in connection with the performance of Services pursuant
to this Agreement, to the extent that such expenses have not already been taken
into account in determining the Service Fees applicable to such Services and
(ii) without duplication, all costs and expenses (including without limitation
any contributions, premium costs and third-party expenses), incurred by

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<PAGE> 3
Industries in connection with its administration of the Plans.

(c) In addition to any other amounts payable to Industries
hereunder, each of Micro and Entertainment shall reimburse Industries in the
manner set forth in Section 1.3 for any taxes, excises, imposts, duties, levies,
withholdings or other similar charges (excepting any charges for taxes due on
Industries' income) that Industries and its Subsidiaries may be required to pay
on account of Micro (and its Subsidiaries) and Entertainment (and its
Subsidiaries), respectively, in connection with the performance of Services or
with respect to payments made by Micro or Entertainment for such Services
pursuant to this Agreement.

SECTION 1.3. INVOICING AND SETTLEMENT OF COSTS. (a) Industries will
deliver an invoice to each of Micro and Entertainment on a monthly basis (not
later than the fifth day of each accounting month) for (i) Service Fees in
respect of Services provided during the prior accounting month to Micro (and its
Subsidiaries) and Entertainment (and its Subsidiaries), respectively, and (ii)
other amounts owing to Industries pursuant to Section 1.2. Except as otherwise
provided in this Agreement, each such invoice will be prepared and delivered in
a manner substantially consistent with the billing practices used in connection
with services provided to Micro and Entertainment prior to the date hereof;
provided that each such invoice shall (A) provide sufficient detail to identify
each Service, the fee therefor and the method of calculating such fee, (B)
identify all third party costs included in the invoice to the extent
specifically billed and (C) include such other data as may be reasonably
requested by Micro or Entertainment. In addition, Micro and Entertainment shall
have the right to examine any and all books and records as they reasonably
request in order to confirm and verify the calculation of the amount of any
payment pursuant to this Section and Industries shall cooperate in any
reasonable manner in such examination as Micro or Entertainment shall request.

(b) Payment (including payment of any amounts disputed pursuant to
Section 1.3(c)) of each invoice shall be due from Micro and Entertainment on the
day (or the next business day, if such day is not a business day) that is the
later of (i) the third day prior to the end of the accounting month in which
such invoice was received and (ii) the tenth day after the receipt of such
invoice (each, a "PAYMENT DATE"), by wire transfer of immediately available
funds payable to the order of Industries. If either Micro or Entertainment fails
to make any payment within 30 days of

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<PAGE> 4
the relevant Payment Date, the party that has failed to make such payment shall
be obligated to pay, in addition to the amount due on such Payment Date,
interest on such amount at the prime, or best rate announced by Nationsbank of
Texas, N.A. per annum compounded annually from the relevant Payment Date through
the date of payment.

(c) In the event that Micro or Entertainment disputes any charges
invoiced by Industries pursuant to this Agreement, Micro or Entertainment shall
deliver a written statement describing the dispute to Industries within 15 days
following receipt of the disputed invoice. The statement shall provide a
sufficiently detailed description of the disputed items. The parties hereto
shall use their best efforts to resolve any such disputes. Amounts not so
disputed shall be deemed accepted. Disputed amounts resolved in favor of Micro
or Entertainment (together with interest on such amounts at the prime, or best
rate announced by Nationsbank of Texas, N.A. per annum compounded annually from
the date such disputed amounts were paid to Industries to the next relevant
Payment Date) shall be credited against payments owing by Micro and
Entertainment, respectively, to Industries on the next relevant Payment Date.

(d) Unless otherwise specified on the Schedules hereto, in the event
that the actual utilization of a Service is less than the period specified on
such Schedules with respect to such Service, then the Service Fees for such
Service shall be prorated on the basis of actual utilization of such Service;
provided that the monthly charges shall not be prorated on any period of time
less than one day, the per diem charge shall not be prorated on any period of
time less than one-half day, and the hourly charges shall not be prorated on any
period of time less than one hour.

SECTION 1.4. TERM. (a) The term of this Agreement shall commence on
the date hereof and shall end on December 31, 1996 (or, with respect to payroll
services provided to Micro, on December 31, 1997), unless earlier terminated
pursuant to the terms hereof. The provisions of Section 1.2 (with respect to
amounts accrued prior to such termination) shall survive any termination of this
Agreement.

(b) At any time, Micro or Entertainment may request Industries to
discontinue performing all or any portion of the Services upon 45 days' prior
written notice.

SECTION 1.5. LIMITED WARRANTY. Industries will provide the Services
hereunder in good faith, with the care

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<PAGE> 5
and diligence that it exercises in the performance of such services for its
divisions and Subsidiaries. Each of Micro and Entertainment hereby acknowledges
that Industries does not regularly provide to third parties services such as the
Services as part of its business and that, except as set forth in Section 1.1 or
in this Section 1.5, Industries does not otherwise warrant or assume any
responsibility for its Services. The warranty stated above is in lieu of and
exclusive of all other representations and warranties of any kind whatsoever.
EXCEPT AS STATED ABOVE, THERE ARE NO WARRANTIES RELATING TO THE SERVICES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 1.6. PERFORMANCE REMEDY. In the event that Industries fails
to provide a Service hereunder, or the quality of a Service is not in accordance
with Section 1.1 or Section 1.5, Micro or Entertainment may give Industries
prompt written notice thereof. Industries will then have thirty days to cure the
defective Service. If after such period Industries has failed to cure the
defective Service, Micro or Entertainment, as the case may be, may seek an
alternative provider for such Service and Industries shall discontinue
performing such Service at the written request of Micro or Entertainment,
respectively. Neither Micro nor Entertainment shall be liable to Industries for
any Service performed by Industries after Industries has been given written
notice of termination of such Service pursuant to this Section 1.6, except for
any out-of-pocket costs incurred by Industries in connection with the cessation
of such Services or the transfer of such Services back to Micro, Entertainment
or their respective designees. Except as otherwise expressly provided in Article
2, the provisions of this Section 1.6 will provide the exclusive remedy for any
misrepresentation, breach of warranty, covenant or other agreement or other
claim arising out of this Agreement or the Services to be performed hereunder.

ARTICLE 2

INDEMNIFICATION

SECTION 2.1. LIMITATION OF LIABILITY. Micro and Entertainment agree
that none of Industries, any of its Subsidiaries or any of their respective
directors, officers, agents and employees (each, an "INDUSTRIES INDEMNIFIED
PERSON") shall have any liability, whether direct or indirect, in contract, tort
or otherwise, to Micro or Entertainment arising out of or attributable to the

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<PAGE> 6
performance or nonperformance of Services pursuant to this Agreement.

SECTION 2.2. INDEMNIFICATION. (a) Micro agrees to and does hereby
indemnify and hold each Industries Indemnified Person harmless from and against
any and all damage, loss, liability and expense (including without limitation
reasonable expenses of investigation and reasonable attorneys' fees and expenses
in connection with any action, claim, suit or proceeding, including any expenses
incurred in connection with the enforcement of the rights of such Industries
Indemnified Person pursuant to this Agreement) to which such Industries
Indemnified Person may be subjected as a result of a claim made by a third party
arising out of or attributable, directly or indirectly, (i) to the performance
or nonperformance for Micro of any Services or (ii) otherwise in connection with
this Agreement.

(b) Entertainment agrees to and does hereby indemnify and hold each
Industries Indemnified Person harmless from and against any and all damage,
loss, liability and expense (including without limitation reasonable expenses of
investigation and reasonable attorneys' fees and expenses in connection with any
action, claim, suit or proceeding, including any expenses incurred in connection
with the enforcement of the rights of such Industries Indemnified Person
pursuant to this Agreement) to which such Industries Indemnified Person may be
subjected as a result of a claim made by a third party arising out of or
attributable, directly or indirectly, (i) to the performance or nonperformance
for Entertainment of any Services or (ii) otherwise in connection with this
Agreement.

(c) The parties agree to follow the procedures set forth in Section
5.3(a) and 5.3(b) of the Reorganization Agreement dated as of September 4, 1996
among the parties hereto with respect to any claim for indemnification made
pursuant to this Section 2.2.

SECTION 2.3. OWNERSHIP OF WORK PRODUCT. (a) Except for the data
provided by Micro or Entertainment to Industries and the reports produced by
Industries for Micro or Entertainment pursuant to this Agreement, all
proprietary tools and methodologies and all written material including programs,
tapes, listing and other programming documentation which were preexisting or
originated and prepared by Industries pursuant to this Agreement shall belong to
Industries except as otherwise agreed by the parties in a separate written
agreement signed by each party.

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<PAGE> 7
(b) No license under any trade secrets, copyrights, or other rights
is granted by this Agreement or any disclosure hereunder.

(c) Micro and Entertainment shall have reasonable access to all
data, records, files, statements, records, invoices, billings, and other
information generated by or in custody of Industries relating to the Services
provided pursuant to this Agreement. Unless otherwise specified by Micro or
Entertainment or required by law, Industries shall maintain all such business
records pertaining to the Services and will retain the records pertaining to
each Service for a period of twelve months after the cessation of such Service.
At the request of Micro or Entertainment, Industries shall provide copies of
records pertaining to the Services.

ARTICLE 3

GENERAL PROVISIONS

SECTION 3.1. PARTIES. Nothing in this Agreement, express or implied,
is intended to confer upon any person not a party any rights and remedies
hereunder.

SECTION 3.2. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee, without regard
to its conflict of laws provisions.

SECTION 3.3. HEADINGS. The Section and other headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

SECTION 3.4. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties in respect of the subject matter contained herein
and neither this Agreement nor any term or provision hereof may be amended or
waived except by an instrument in writing signed, in the case of an amendment,
by each party and, in the case of a waiver, by the party against whom the waiver
is to be effective.

SECTION 3.5. ASSIGNMENTS. This Agreement shall not be assignable by
any party without the written consent of the other parties hereto. No assignment
of any right or benefit hereunder shall relieve any obligation of the assignor
hereunder without the written consent of the other parties.

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<PAGE> 8
SECTION 3.6. NOTICES. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto shall
be in writing (including telecopier or similar writing) and shall be given to
such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
shall be on file with the Secretary of Industries. Each such notice, request or
other communication shall be effective (i) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified on the signature pages
hereof and the appropriate confirmation is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid addressed as aforesaid or (iii) if given by any other means,
when delivered at the address specified in this Section 3.6.

SECTION 3.7. DEFINITIONS. Terms used but not defined herein shall
have the meanings set forth in the Reorganization Agreement dated as of
September 4, 1996 among the parties hereto.

SECTION 3.8. SEVERABILITY. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 3.9. INDEPENDENT CONTRACTORS. The parties hereto are
independent contractors. Nothing in this Agreement is intended or shall be
deemed to constitute a partnership, agency, franchise or joint venture
relationship among the parties. No party shall incur any debts or make any
commitments for the others, except to the extent, if at all, specifically
provided herein.

SECTION 3.10. REMEDIES. The parties hereby acknowledge and agree
that in the event of any breach of this Agreement, the parties would be
irreparably harmed and could not be made whole by monetary damages. Each party
hereto agrees (i) not to assert by way of defense or otherwise that a remedy at
law would be adequate, and (ii) in addition to any other remedy to which the
parties may be entitled, that the remedy of specific performance of this
Agreement is appropriate in any action in court.

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<PAGE> 9
SECTION 3.11. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Tennessee State Court or United
States Federal Court sitting in the Middle District of Tennessee over any suit,
action or proceeding arising out of or relating to this Agreement. Each party
hereto waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section 3.11. Nothing in this paragraph shall affect or
limit any right to serve process in any manner permitted by law, to bring
proceedings in the courts of any jurisdiction or to enforce in any lawful manner
a judgment obtained in one jurisdiction in any other jurisdiction.

SECTION 3.12. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original with the same effect
as if the signatures thereto and hereto were upon the same instrument.

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<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

INGRAM INDUSTRIES INC.

By:_________________________________________
Name:
Title:
One Belle Meade Place
4400 Harding Road
Nashville, TN 32705
Telecopy: (615) 298-8242

INGRAM MICRO INC.

By:_________________________________________
Name:
Title:
1600 East Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

INGRAM ENTERTAINMENT INC.

By:_________________________________________
Name:
Title:
Two Ingram Boulevard
La Vergne, TN 37086
Telecopy: (615) 287-4985

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<PAGE> 11
SCHEDULES

[TO COME FROM INGRAM]

<PAGE> 1
EXHIBIT 10.19

EMPLOYEE BENEFITS TRANSFER AND ASSUMPTION
AGREEMENT

AGREEMENT dated as of [ ], 1996,(1) among Ingram
Industries Inc., a Tennessee corporation ("INDUSTRIES"), Ingram Micro Inc., a
Delaware corporation ("MICRO"), and Ingram Entertainment Inc., a Tennessee
corporation ("ENTERTAINMENT" and, together with Industries and Micro, the
"INGRAM COMPANIES").

NOW, THEREFORE, it is agreed as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. DEFINITIONS. (a) The following terms, as used
herein, shall have the following meanings:

"CLOSING" and "CLOSING DATE" shall have the meanings ascribed
thereto in the Exchange Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder.

"EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" (as
defined in Section 3(3) of ERISA) maintained at any time by any of the Ingram
Companies or their Subsidiaries.

"ENTERTAINMENT EMPLOYEES" means those individuals listed on
the payroll records of Entertainment or any Subsidiary thereof immediately after
the Closing.

"ENTERTAINMENT GROUP" means all Entertainment Employees and
Entertainment Retirees, including their respective beneficiaries.

"ENTERTAINMENT RETIREE" means each individual who was employed
by Entertainment or any Subsidiary thereof

- --------
(1) To be dated the Closing Date under the Exchange Agreement.
<PAGE> 2
immediately prior to such individual's retirement or other termination of
employment from all Ingram Companies and their Subsidiaries or is otherwise
listed on Schedule 3 as an Entertainment Retiree.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder.

"EXCHANGE AGREEMENT" means the Exchange Agreement dated as of
September 4, 1996 among the Ingram Companies and the other persons listed on the
signature pages thereof.

"INDUSTRIES EMPLOYEES" means those individuals listed on the
payroll records of Industries or any Subsidiary thereof immediately after the
Closing.

"INDUSTRIES EQUITY-BASED PLANS" means the plans identified as
such on Schedule 6 hereto.

"INDUSTRIES GROUP" means all Industries Employees and
Industries Retirees, including their respective beneficiaries.

"INDUSTRIES RETIREE" means each individual who was employed by
Industries or any Subsidiary thereof immediately prior to such individual's
retirement or other termination of employment from all Ingram Companies and
their Subsidiaries and who is not otherwise a member of the Micro Group or
Entertainment Group.

"MICRO COMMON STOCK" means shares of Class B common stock, par
value $.01 per share, of Micro.

"MICRO EMPLOYEES" means those individuals listed on the
payroll records of Micro or any Subsidiary thereof immediately after the
Closing.

"MICRO GROUP" means all Micro Employees and Micro Retirees,
including their respective beneficiaries.

"MICRO RETIREE" means each individual who was employed by
Micro or any Subsidiary thereof immediately prior to such individual's
retirement or other termination of employment from all Ingram Companies and
their Subsidiaries or is otherwise listed on Schedule 3 as a Micro Retiree.

"PERSON" means an individual, corporation, limited
liability company, partnership, association, trust, or other

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<PAGE> 3
entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.

"REORGANIZATION AGREEMENT" shall have the meaning set forth in
the Exchange Agreement.

(b) Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<CAPTION>
Terms Sections
- ----- --------
<S> <C>
Actuarial Valuation 3.03
Entertainment Assumed Liabilities 3.04
Entertainment Indemnified Person 5.01
Entertainment Plan Participants 3.03
Entertainment Retirement Plan 3.03
Entertainment Supplemental Retirement
Assets and Liabilities 3.02
Entertainment Supplemental Thrift
Assets and Liabilities 3.02
Entertainment Thrift Plan 3.01
ERP Amount 3.03
Industries Indemnified Person 5.01
Industries Retained Liabilities 3.04
Industries Retirement Plan 3.03
Industries Supplemental Executive Retirement Plan 3.02
Industries Supplemental Thrift Plan 3.02
Industries Thrift Plan 3.01
IRS 3.01
Loss 5.02
Micro Assumed Liabilities 3.04
Micro Indemnified Person 5.02
Micro Plan Participants 3.03
Micro Retirement Plan 3.03
Micro Supplemental Retirement
Assets and Liabilities 3.02
Micro Supplemental Thrift Assets
and Liabilities 3.02
Micro Thrift Plan 3.01
MRP Amount 3.03
PBGC 3.03
Retained Retirement Assets and Liabilities 3.03
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C>
Retained Supplemental Assets
and Liabilities 3.02
Retained Thrift Assets and Liabilities 3.01
</TABLE>

ARTICLE II

EMPLOYEES;
CERTAIN AGREEMENTS

SECTION 2.01. EMPLOYEES. Subject to the terms and conditions
of this Agreement, effective at the time of the Closing, Industries, Micro and
Entertainment or their respective Subsidiaries shall employ each Industries
Employee, Micro Employee or Entertainment Employee, respectively. No provision
of this Agreement, however, shall require any Ingram Company or any of their
respective Subsidiaries to continue the employment of any of their respective
employees following the Closing.

SECTION 2.02. CERTAIN AGREEMENTS. (a) Except as provided in
Section 2.02(b), this Agreement shall not apply or be deemed to apply to the
Industries Equity-Based Plans and any options, awards, grants or sales made or
to be made thereunder shall not be deemed to be Micro Assumed Agreements or
Entertainment Assumed Agreements.

(b) Micro shall assume all liability relating to, and be
responsible for, all incentive stock units granted to Mr. Lawrence Elcheson,
under the Industries Equity-Based Plans. Industries shall inform Micro on a
quarterly basis of the status of such liability, including any changes thereto.

ARTICLE III

ALLOCATION OF ASSETS AND LIABILITIES

SECTION 3.01. INDUSTRIES THRIFT PLAN. (a) (i) As soon as
practicable after and effective as of the Closing, Micro shall adopt or
designate a profit-sharing plan with a salary reduction arrangement that covers
the Micro Group and meets the requirements of Sections 401(a) and 401(k) of the
Code ("MICRO THRIFT PLAN"). Micro agrees that all service credited under the
Ingram Thrift Plan ("INDUSTRIES THRIFT PLAN") as of the Closing with respect to
the Micro Group shall be credited under the Micro Thrift Plan for all plan
purposes, including eligibility and vesting.

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<PAGE> 5
(ii) Within 30 days after the adoption or designation of the
Micro Thrift Plan by Micro or as soon as practicable thereafter, Industries
shall cause an amount, in cash or in kind as Industries and Micro shall agree,
equivalent to the account balances of all members of the Micro Group under the
Industries Thrift Plan as of the date of the transfer, to be transferred from
the trust maintained under the Industries Thrift Plan to the trust maintained
under the Micro Thrift Plan. Such transfer shall include the number of shares of
Micro Common Stock allocable or attributable to the account balances of all
members of the Micro Group. Such transfer of assets shall be made only after
Micro has supplied to Industries either (A) a copy of an Internal Revenue
Service ("IRS") determination letter finding the Micro Thrift Plan to be a
qualified plan meeting the requirements of Sections 401(a) and 401(k) of the
Code or (B) an opinion of counsel or written representation from Micro (with
appropriate indemnities), in either case, to the effect that the Micro Thrift
Plan has been established in accordance with the Code and ERISA, and an
agreement that Micro will request a determination letter from the IRS and make
any and all changes to the Micro Thrift Plan necessary to receive a favorable
determination letter. Micro and Industries shall cooperate with each other
during the period beginning on the date hereof and ending on the date the assets
are transferred to the trust maintained under the Micro Thrift Plan to ensure
the ongoing operation and administration of the Micro Thrift Plan and the
Industries Thrift Plan with respect to the Micro Group.

(iii) Notwithstanding anything herein to the contrary, each
transfer to the Micro Thrift Plan of shares of Micro Common Stock pursuant to
this Section shall be made in compliance with the provisions of the Transfer
Restrictions Agreement, if any, of even date herewith among Micro and each of
the other parties thereto, including Sections 2.1 and 3.7 thereof.

(b) (i) As soon as practicable after and effective as of the
Closing, Entertainment shall adopt or designate a profit-sharing plan with a
salary reduction arrangement that covers the Entertainment Group and meets the
requirements of Sections 401(a) and 401(k) of the Code ("ENTERTAINMENT THRIFT
PLAN"). Entertainment agrees that all service credited under the Industries
Thrift Plan as of the Closing with respect to the Entertainment Group shall be
credited under the Entertainment Thrift Plan for all plan purposes, including
eligibility and vesting.

(ii) Within 30 days after the adoption or designation of the
Entertainment Thrift Plan by

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<PAGE> 6
Entertainment or as soon as practicable thereafter, Industries shall cause an
amount, in cash or in kind as Industries and Entertainment shall agree,
equivalent to the account balances of all members of the Entertainment Group
under the Industries Thrift Plan as of the date of transfer to be transferred
from the trust maintained under the Industries Thrift Plan to the trust
maintained under the Entertainment Thrift Plan. Such transfer shall include the
number of shares of Micro Common Stock allocable or attributable to the account
balances of all members of the Entertainment Group. Such transfer of assets
shall be made only after Entertainment has supplied to Industries either (A) a
copy of an IRS determination letter finding the Entertainment Thrift Plan to be
a qualified plan meeting the requirements of Sections 401(a) and 401(k) of the
Code or (B) an opinion of counsel or written representation from Entertainment
(with appropriate indemnities), in either case, to the effect that the
Entertainment Thrift Plan has been established in accordance with the Code and
ERISA, and an agreement that Entertainment will request a determination letter
from the IRS and make any and all changes to the Entertainment Thrift Plan
necessary to receive a favorable determination letter. Entertainment and
Industries shall cooperate with each other during the period beginning on the
date hereof and ending on the date the assets are transferred to the trust
maintained under the Entertainment Thrift Plan to ensure the ongoing operation
and administration of the Entertainment Thrift Plan and the Industries Thrift
Plan with respect to the Entertainment Group.

(iii) Notwithstanding anything herein to the contrary, each
transfer to the Entertainment Thrift Plan of shares of Micro Common Stock
pursuant to this Section shall be made in compliance with the provisions of the
Transfer Restrictions Agreement, if any, of even date herewith among
Entertainment and each of the other parties thereto, including Sections 2.1 and
3.7 thereof.

(c) Industries shall retain all assets and liabilities under
the Industries Thrift Plan except as otherwise provided in Section 3.01(a) and
(b) ("RETAINED THRIFT ASSETS AND LIABILITIES").

SECTION 3.02. INDUSTRIES SUPPLEMENTAL PLANS. (a) All
liabilities under the Ingram Supplemental Thrift Plan ("INDUSTRIES SUPPLEMENTAL
THRIFT PLAN") and the Ingram Industries Inc. Supplemental Executive Retirement
Plan ("INDUSTRIES SUPPLEMENTAL RETIREMENT PLAN") to the extent applicable to any
member of the Micro Group and any assets allocable to such liabilities shall be
transferred to and

V-6
<PAGE> 7
assumed by Micro as of the Closing ("MICRO SUPPLEMENTAL ASSETS AND
LIABILITIES").

(b) All liabilities under the Industries Supplemental Thrift
Plan and the Industries Supplemental Retirement Plan to the extent applicable to
any member of the Entertainment Group and any assets allocable to such
liabilities shall be transferred to and assumed by Entertainment as of the
Closing ("ENTERTAINMENT SUPPLEMENTAL ASSETS AND LIABILITIES").

(c) Industries shall retain all assets and liabilities under
the Industries Supplemental Thrift Plan and the Industries Supplemental
Retirement Plan except as otherwise provided in Section 3.02(a) and (b) hereof
and Article 3 of the Reorganization Agreement ("RETAINED SUPPLEMENTAL ASSETS AND
LIABILITIES").

SECTION 3.03. INDUSTRIES RETIREMENT PLAN. (a) (i) As soon as
practicable after and effective as of the Closing, Micro shall adopt or
designate a defined benefit plan ("MICRO RETIREMENT PLAN") that covers the
members of the Micro Group listed as participants therein on Schedule 2 and
Schedule 3 ("MICRO PLAN PARTICIPANTS") and meets the requirements of Section
401(a) of the Code. Micro agrees that all service credited under the Ingram
Retirement Plan (as amended effective January 1, 1989 and restated December 31,
1994) ("INDUSTRIES RETIREMENT PLAN") as of the Closing with respect to the Micro
Plan Participants shall be credited under the Micro Retirement Plan for all plan
purposes, including eligibility, vesting and benefit accrual; provided, however,
that those individuals determined to be highly compensated employees under
Section 414(q) of the Code shall accrue their benefits on and after the Closing
under an unfunded defined benefit plan that is not qualified under Section
401(a) of the Code.

(ii) Within 30 days after the adoption or designation of the
Micro Retirement Plan by Micro or as soon as practicable thereafter, Industries
shall cause an amount in cash or in kind determined as of the Closing pursuant
to subparagraph (iii) below (the "MRP AMOUNT"), adjusted as set forth therein,
to be transferred from the trust maintained under the Industries Retirement Plan
to the trust maintained under the Micro Retirement Plan. Such transfer of assets
shall be made only after Micro has supplied to Industries (x) either (A) a copy
of an IRS determination letter finding the Micro Retirement Plan to be a
qualified plan meeting the requirements of Section 401(a) of the Code or (B) an
opinion of counsel or a written representation from Micro (with appropriate
indemnities), in either case, to the effect that

V-7
<PAGE> 8
the Micro Retirement Plan has been established in accordance with the Code and
ERISA, and an agreement that Micro will request a determination letter from the
IRS and make any and all changes to the Micro Retirement Plan necessary to
receive a favorable determination letter and (y) information enabling the
enrolled actuary for the Industries Retirement Plan to issue the certification
required by Section 414(l) of the Code (Form 5310-A). Micro and Industries shall
cooperate with each other during the period beginning on the date hereof and
ending on the date the assets are transferred to the trust maintained under the
Micro Retirement Plan to ensure the ongoing operation and administration of the
Micro Retirement Plan and the Industries Retirement Plan with respect to the
Micro Plan Participants.

(iii) The MRP Amount shall be equal to that portion of the
total value of the assets held in the Industries Retirement Plan, valued as of
the Closing Date or as soon as practicable thereafter, that bears the same
relation to such total as the aggregate present value of benefits (vested and
non-vested, including special early retirement benefits and death benefit
coverage both before and after the expected retirement ages of Micro Plan
Participants) accrued under the Industries Retirement Plan for Micro Plan
Participants, as determined in the Industries Retirement Plan actuarial
valuation as of January 1, 1996 (the "ACTUARIAL VALUATION"), shall bear to the
aggregate present value of such benefits accrued under the Industries Retirement
Plan for all participants therein, in each case determined by Industries'
enrolled actuary, using the projected unit credit funding method and based on
the actuarial assumptions used for funding purposes as set forth in the
Actuarial Valuation. The MRP Amount shall be adjusted as may be required by the
Pension Benefit Guaranty Corporation ("PBGC") and the IRS to maintain the status
of the Industries Retirement Plan or the Micro Retirement Plan as an employee
pension plan meeting the requirements of Section 401(a) of the Code. Within at
least 30 days prior to the Closing or as soon as practicable thereafter,
Industries and Micro shall make any required governmental filings necessary to
effect the asset transfers described herein, including the filing of IRS Form
5310-A.

(iv) The assets to be transferred to the trust maintained
under the Micro Retirement Plan shall be held, invested and distributed as
required under the Industries Retirement Plan and the related trust thereunder
for the benefit of Micro Plan Participants during the MRP Transition Period,
pending the transfer to the trust maintained under the Micro Retirement Plan
pursuant to this Section 3.03(a).

V-8
<PAGE> 9
Industries and Micro shall use their best efforts to effectuate the above
transfer as promptly as possible following the Closing.

(b) (i) As soon as practicable after and effective as of the
Closing, Entertainment shall adopt or designate a defined benefit plan that
covers the Entertainment Employees and members of the Entertainment Group listed
on Schedule 3 ("ENTERTAINMENT PLAN PARTICIPANTS") and meets the requirements of
Section 401(a) of the Code ("ENTERTAINMENT RETIREMENT PLAN"). Entertainment
agrees that all service credited under the Industries Retirement Plan as of the
Closing with respect to the Entertainment Plan Participants shall be credited
under the Entertainment Retirement Plan for all plan purposes, including
eligibility, vesting and benefit accrual.

(ii) Within 30 days after the adoption or designation of the
Entertainment Retirement Plan by Entertainment or as soon as practicable
thereafter, Industries shall cause an amount in cash or in kind determined as of
the Closing pursuant to subparagraph (iii) below (the "ERP AMOUNT"), adjusted as
set forth therein, to be transferred from the trust maintained under the
Industries Retirement Plan to the trust maintained under the Entertainment
Retirement Plan. Such transfer of assets shall be made only after Entertainment
has supplied to Industries (x) either (A) a copy of an IRS determination letter
finding the Entertainment Retirement Plan to be a qualified plan meeting the
requirements of Section 401(a) of the Code or (B) an opinion of counsel or a
written representation from Entertainment (with appropriate indemnities), in
either case, to the effect that the Entertainment Retirement Plan has been
established in accordance with the Code and ERISA, and an agreement that
Entertainment will request a determination letter from the IRS and make any and
all changes to the Entertainment Retirement Plan necessary to receive a
favorable determination letter and (y) information enabling the enrolled actuary
for the Industries Retirement Plan to issue the certification required by
Section 414(l) of the Code (Form 5310-A). Entertainment and Industries shall
cooperate with each other during the period beginning on the date hereof and
ending on the date the assets are transferred to the trust maintained under the
Entertainment Retirement Plan to ensure the ongoing operation and administration
of the Entertainment Retirement Plan and the Industries Retirement Plan with
respect to the Entertainment Plan Participants.

(iii) The ERP Amount shall be equal to that portion of the
total value of the assets held in the

V-9
<PAGE> 10
Industries Retirement Plan, valued as of the Closing Date or as soon as
practicable thereafter, that bears the same relation to such total as the
aggregate present value of benefits (vested and non-vested, including special
early retirement benefits and death benefit coverage both before and after the
expected retirement ages of Entertainment Plan Participants) accrued under the
Industries Retirement Plan for Entertainment Plan Participants, as determined in
the Actuarial Valuation, shall bear to the aggregate present value of such
benefits accrued under the Industries Retirement Plan for all participants
therein, in each case determined by Industries' enrolled actuary using the
projected unit credit funding method and based on the actuarial assumptions used
for funding purposes as set forth in the Actuarial Valuation. The ERP Amount
shall be adjusted as may be required by the PBGC and the IRS to maintain the
status of the Industries Retirement Plan or the Entertainment Retirement Plan as
an employee pension plan meeting the requirements of Section 401(a) of the Code.
Within at least 30 days prior to the Closing or as soon as practicable
thereafter, Industries and Entertainment shall make any required governmental
filings necessary to effect the asset transfers described herein, including the
filing of IRS Form 5310-A.

(iv) The assets to be transferred to the trust maintained
under the Entertainment Retirement Plan shall be held, invested and distributed
as required under the Industries Retirement Plan and the related trust
thereunder for the benefit of Entertainment Plan Participants during the ERP
Transition Period, pending the transfer to the trust maintained under the
Entertainment Retirement Plan pursuant to this Section 3.03(b). Industries and
Entertainment shall use their best efforts to effectuate the above transfer as
promptly as possible following the Closing.

(c) Industries shall retain all assets and liabilities under
the Industries Retirement Plan except as otherwise provided in Section 3.03(a)
and (b) ("RETAINED RETIREMENT ASSETS AND LIABILITIES").

SECTION 3.04. ASSUMPTION OF LIABILITIES GENERALLY. (a) Subject
to the terms and conditions of this Agreement, effective as of the Closing,
Micro shall assume and agree to pay when due, honor and discharge, the following
("MICRO ASSUMED LIABILITIES"):

(i) all obligations and liabilities arising under any
employment, separation or retirement agreement or arrangement to the
extent applicable to any member of the Micro Group which has been

V-10
<PAGE> 11
established or entered into by any of the Ingram Companies or any of
their Subsidiaries, whether or not listed on any Schedule attached
hereto;

(ii) all obligations and liabilities arising under the Micro
Thrift Plan, the Micro Supplemental Assets and Liabilities and the
Micro Retirement Plan;

(iii) all obligations and liabilities arising under the
welfare benefit plans and other arrangements listed on or otherwise
described in Schedule 4 hereto to the extent applicable to any member
of the Micro Group;

(iv) all obligations and liabilities arising under any other
employee benefit plan or arrangement maintained at any time by any of
the Ingram Companies or any of their Subsidiaries to the extent
applicable to any member of the Micro Group;

(v) all obligations and liabilities to any member of the Micro
Group in respect of the continuation of coverage rules under Sections
601 through 608 of ERISA and Section 4980B of the Code, including all
liabilities and obligations relating to qualifying events that have
occurred on or prior to the Closing;

(vi) all obligations and liabilities arising under any
federal, state, local or foreign law, order or regulation (including,
without limitation, ERISA and the Code) to the extent they relate to
participation by any member of the Micro Group in any Employee Benefit
Plan, whether relating to events occurring on or prior to the Closing
or arising by reason of the transactions contemplated by this Agreement
or otherwise; and

(vii) all statutory obligations and liabilities to any member
of the Micro Group, which arise, directly or indirectly, by reason of
the transactions contemplated by this Agreement.

(b) Subject to the terms and conditions of this Agreement,
effective as of the Closing, Entertainment shall assume and agree to pay when
due, honor and discharge, the following ("ENTERTAINMENT ASSUMED LIABILITIES"):

(i) all obligations and liabilities arising under any
employment, separation or retirement agreement or arrangement to the
extent applicable to any member of the Entertainment Group which has
been established or entered into by any Ingram

V-11
<PAGE> 12
Company or any of their Subsidiaries, whether or not listed on any
Schedule attached hereto;

(ii) all obligations and liabilities arising under the
Entertainment Thrift Plan, the Entertainment Supplemental Assets and
Liabilities and the Entertainment Retirement Plan;

(v) all obligations and liabilities to any member of the
Entertainment Group in respect of the continuation of coverage rules
under Sections 601 through 608 of ERISA and Section 4980B of the Code,
including all liabilities and obligations relating to qualifying events
that have occurred on or prior to the Closing;

(vi) all obligations and liabilities arising under any
federal, state, local or foreign law, order or regulation (including,
without limitation, ERISA and the Code) to the extent they relate to
participation by any member of the Entertainment Group in any Employee
Benefit Plan, whether relating to events occurring on or prior to the
Closing or arising by reason of the transactions contemplated by this
Agreement or otherwise; and

(vii) all statutory obligations and liabilities to any member
of the Entertainment Group which arises, directly or indirectly, by
reason of the transactions contemplated by this Agreement.

(c) Subject to the terms and conditions of this Agreement,
effective as of the Closing, Industries shall retain and agree to pay when due,
honor and discharge, the following ("INDUSTRIES RETAINED LIABILITIES"):

V-12
<PAGE> 13
(i) all obligations and liabilities arising under any
employment, separation or retirement agreement or arrangement to the
extent applicable to any member of the Industries Group which has been
established or entered into by any of the Ingram Companies or any of
their Subsidiaries, whether or not listed on any Schedule attached
hereto;

(ii) obligations and liabilities arising under the Retained
Thrift Assets and Liabilities, the Retained Supplemental Assets and
Liabilities, and the Retained Retirement Assets and Liabilities;

(iv) all obligations and liabilities arising under any other
employee benefit plan or arrangement maintained at any time by any
Ingram Company or any of their Subsidiaries to the extent applicable to
any member of the Industries Group;

(v) all obligations and liabilities to any member of the
Industries Group in respect of the continuation of coverage rules under
Sections 601 through 608 of ERISA and Section 4980B of the Code,
including all liabilities and obligations relating to qualifying events
that have occurred on or prior to the Closing;

(vi) all obligations and liabilities arising under any
federal, state, local or foreign law, order or regulation (including,
without limitation, ERISA and the Code) to the extent they relate to
participation by any member of the Industries Group in any Employee
Benefit Plan, whether relating to events occurring on or prior to the
Closing or arising by reason of the transactions contemplated by this
Agreement or otherwise; and

(vii) all statutory obligations and liabilities to any member
of the Industries Group, which arise, directly or indirectly, by reason
of the transactions contemplated by this Agreement.

V-13
<PAGE> 14
(d) All obligations, liabilities and responsibilities arising
out of or relating to workers' compensation shall be transferred among and
assumed by the parties pursuant to the terms of the Risk Management Agreement
dated as of the Closing among Industries, Micro and Entertainment.

SECTION 3.05. METHOD OF SETTLEMENT. Notwithstanding anything
herein to the contrary, any transfer or assumption of liabilities pursuant to
this Article III shall be effected through a corresponding adjustment in the
relevant intercompany account balances of the parties hereto.

SECTION 3.06. FURTHER ASSURANCES. (a) On and after the date
hereof, Industries will, at the reasonable request of Micro, execute,
acknowledge and deliver all such endorsements, assurances, consents,
assignments, transfers, conveyances, powers of attorney and other instruments
and documents, and take such other actions necessary (i) to assign, transfer,
convey and deliver to Micro, acting in its fiduciary capacity, all the assets to
be transferred to Micro pursuant to Article III hereof and (ii) to assist Micro
in obtaining the consent and approval of all governmental bodies and other
Persons required to be obtained by Micro to effect the transfer thereof and the
assumption of the Micro Assumed Liabilities by Micro or otherwise appropriate to
carry out the transactions contemplated hereby.

(b) On and after the date hereof, Industries will, at the
reasonable request of Entertainment, execute, acknowledge and deliver all such
endorsements, assurances, consents, assignments, transfers, conveyances, powers
of attorney and other instruments and documents, and take such other actions
necessary (i) to assign, transfer, convey and deliver to Entertainment, acting
in its fiduciary capacity, all the assets to be transferred to Entertainment
pursuant to Article III hereof, and (ii) to assist Entertainment in obtaining
the consent and approval of all governmental bodies and other Persons required
to be obtained by Entertainment to effect the transfer thereof and the
assumption of the Entertainment Assumed Liabilities by Entertainment or
otherwise appropriate to carry out the transactions contemplated hereby.

(c) On and after the date hereof, each of Micro and
Entertainment will, at the reasonable request of Industries, execute,
acknowledge and deliver all such assumptions, endorsements and other instruments
and documents, and take such other actions necessary (i) to

V-14
<PAGE> 15
assume, pay, honor and discharge the Micro Assumed Liabilities and Entertainment
Assumed Liabilities, respectively, and (ii) to assist Industries in obtaining
the consent and approval of all governmental bodies and other Persons required
to be obtained by Industries to effect the transfer of the assets to be
transferred to Micro or Entertainment pursuant to Article III hereof,
respectively, and the assumption of the Micro Assumed Liabilities and
Entertainment Assumed Liabilities by Micro and Entertainment, respectively, or
otherwise appropriate to carry out the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. CERTAIN INDUSTRIES REPRESENTATIONS. Industries
hereby represents and warrants to Micro and Entertainment on the date hereof
that the Industries Thrift Plan and the Industries Retirement Plan have been
established in accordance with the Code and ERISA, are qualified under Section
401(a) of the Code, have been so qualified during the period from their adoption
to the date hereof and each will be so qualified as of the date of the transfers
referred to in Section 3.01 and 3.03 respectively, and that each trust forming a
part thereof is exempt from tax pursuant to Section 501(a) of the Code.

ARTICLE V

INDEMNIFICATION

SECTION 5.01. INDEMNIFICATION BY MICRO. Micro agrees to
indemnify and hold harmless Entertainment and its Subsidiaries and their
respective directors, officers, agents and employees (each, an "ENTERTAINMENT
INDEMNIFIED PERSON") and Industries, its Subsidiaries and their respective
directors, officers, agents and employees (each, an "INDUSTRIES INDEMNIFIED
PERSON") from any and all damage, loss, liability and expense (including,
without limitation, reasonable expenses of investigation and reasonable
attorneys' fees and expenses in connection with any action, suit or proceeding)
(collectively, "LOSS") incurred or suffered by such Entertainment Indemnified
Person or Industries Indemnified Person, as the case may be, arising out of or
related to the Micro Assumed Liabilities.

SECTION 5.02. INDEMNIFICATION BY ENTERTAINMENT. Entertainment
agrees to indemnify and hold harmless Micro

V-15
<PAGE> 16
and its Subsidiaries and their respective directors, officers, agents and
employees (each, a "MICRO INDEMNIFIED PERSON") and each Industries Indemnified
Person from any and all Losses, incurred or suffered by such Micro Indemnified
Person or Industries Indemnified Person, as the case may be, arising out of or
related to the Entertainment Assumed Liabilities.

SECTION 5.03. INDEMNIFICATION BY INDUSTRIES. Industries agrees
to indemnify and hold harmless each Entertainment Indemnified Person and each
Micro Indemnified Person from any and all Losses, incurred or suffered by such
Micro Indemnified Person or Industries Indemnified Person, as the case may be,
arising out of or related to the Industries Retained Liabilities.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.01. PARTIES. Nothing in this Agreement, express or
implied, is intended to confer upon any person not a party any rights and
remedies hereunder.

SECTION 6.02. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Tennessee, without
regard to its conflict of laws provisions.

SECTION 6.03. HEADINGS. The Section and other headings
contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

SECTION 6.04. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties in respect of the subject matter contained
herein and neither this Agreement nor any term or provision hereof may be
amended or changed except by an instrument in writing signed by Industries,
Micro and Entertainment. Industries shall deliver prompt written notice to each
other party hereto of any amendment to this Agreement approved pursuant to this
Section.

SECTION 6.05. ASSIGNMENTS. This Agreement shall not be
assignable by any party, without the written consent of the other parties
hereto. No assignment of any right or benefit hereunder shall relieve any
obligation of the assignor hereunder without the written consent of the other
party.

V-16
<PAGE> 17
SECTION 6.06. NOTICES. Any notice, request, instruction or
other document to be given hereunder by any party hereto to another party hereto
shall be in writing (including telecopier or similar writing) and shall be given
to such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
shall be on file with the Secretary of Industries. Each such notice, request or
other communication shall be effective (i) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified on the signature pages
hereof and the appropriate confirmation is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid addressed as aforesaid or (iii) if given by any other means,
when delivered at the address specified in this Section 6.06.

SECTION 6.07. SEVERABILITY. The invalidity or unenforceability
of any provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 6.08. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be an original with the same
effect as if the signatures thereto and hereto were upon the same instrument.

V-17
<PAGE> 18
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

INGRAM INDUSTRIES INC.

By:__________________________________________
Name:
Title:
One Belle Meade Place
4400 Harding Road
Nashville, TN 32705
Telecopy: (615) 298-8242

INGRAM MICRO INC.

By:__________________________________________
Name:
Title:
1600 East Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

INGRAM ENTERTAINMENT INC.

By:__________________________________________
Name:
Title:
Two Ingram Boulevard
La Vergne, TN 37086
Telecopy: (615) 287-4985

V-18
<PAGE> 19
SCHEDULES TO EMPLOYEE BENEFIT
ASSUMPTION AND SERVICES AGREEMENT

<TABLE>
<CAPTION>
<S> <C>
Schedule 1 [RESERVED]

Schedule 2 Current Micro Retirement Plan Participants

Schedule 3 Allocation of Certain Current or Former
Employees

Schedule 4 Welfare Benefit Plans and Other
Arrangements

Schedule 5 [RESERVED]

Schedule 6 Industries' Equity-Based Plans
</TABLE>
<PAGE> 20
SCHEDULE 1

[RESERVED]
<PAGE> 21
SCHEDULE 2

CURRENT MICRO RETIREMENT PLAN PARTICIPANTS

[FINAL LIST TO BE PROVIDED AS OF CLOSING]

MICRO PLAN PARTICIPANTS

Antonucci, Maureen J.
Atkinson, Caryn Ann
Baldwin, Susan C.
Blueweiss, Lynn L.
Browning, Frank E.
Buchnowski, Barbara
Convertini, Philip A.
Cook, Michael J.
Cooney, Lynn Anne
Crowe, Mary Jane C.
Dean, Celeste
DiCarlo, Geraldine
DiMarco, Peter F.
Dixon, Kent W.
Elkington, Robert S.
Evans, David T.
Gajewski, Cheryl A.
Gilcart, Daughn M.
Healy, Patrick J.
Henning, Thomas P.
Hinshaw, Sylvia Y.
Hiser, March D.
Imiola, Donna
Johnson, Paul D.
Kalman, Rob P.
Lepore, Robert J.
Lewis-Johnson, Karen
Long, Geraldine
Mesel, James D.
Montgomery, Robert L.
Morehouse, Elizabeth
Pelino, Gary
Rockey, Emerson T.
Rung, Leon P.
Rutan, William H.
Scherrer, Henry
Schmidt, Wallace M.
Schwind, Robert A.
<PAGE> 22
Sherwood, Donna M.
Taravella, Stephen
Thornton, Lynne M.
Trinca, Joseph S.
Tuzzo, Mark
Wendt, Janet E.
Willoughby, Donald D.
Wiser, Brian D.

"Highly Compensated Employees" (as determined under Section 414(q) of the Code)
will not accrue additional benefits under the Micro Retirement Plan following
the Closing. Accordingly, Credited Service, Final Average Earnings and Final
Excess Average Earnings will not increase for any member of the Micro Group
during any Plan Year that such individual is a Highly Compensated Employee as
determined under such Plan. Highly Compensated Employees will accrue benefits
following the Closing under an unfunded non-qualified defined benefit plan.

V-2
<PAGE> 23
SCHEDULE 3

ALLOCATION OF CERTAIN CURRENT OR FORMER EMPLOYEES

EMPLOYEES DUE BENEFITS AND NOT CURRENTLY ACCRUING FUTURE
BENEFITS UNDER RETIREMENT PLAN

[FINAL LIST TO BE PROVIDED AS OF CLOSING]
<PAGE> 24
ENTERTAINMENT GROUP

<TABLE>
<CAPTION>
Soc Sec No Name
<S> <C>
V415703657 J.H. Baker
V409274568 M. Barrett
V409337748 T. Barrett
V342441493 L. Barringer
V409648748 N.C. Batte
V429822792 D.K. Bishop
V467490589 M. Blum
V002368165 J.G. Bradley
V477069515 R. Burcholz
V546881493 M. Cherry
V412887970 S.B. Close
V410113680 T. Cunningham
V499845882 T. Davis
V477901882 D. Decker
V554157389 R. Delayo
V285520744 C.E. Dodson
V415623250 I. Donelson II
V415373976 K. Dowell
V294466866 K. Eades
V415152522 L. Ferrell
V408984163 V.R. Green
V541047950 E.M. Hoffmann
V453804355 H. Hoffner
V414333411 K. Mallory
V086381549 C. Morse
V410700318 D. Mullins
V408113807 R.L. Parker
V414291830 S. Pennington
V524190712 K. Perry
V409295428 C. Potts
V416609204 K. Rabinovitz
V474545997 M.J. Silsbee
V242157161 J.K. Smith
V541763931 J. Stabler
V542568688 M.O. Stewart
R515148768 G.J. Sullivan
V573610828 C. Varbosa
V257372813 L. White
</TABLE>
<PAGE> 25
MICRO GROUP

<TABLE>
<CAPTION>
Soc Sec No Name
<S> <C>
V133640502 B.R. Atkinson
V097500603 L. Balash
V603104521 R.M. Barragan
V075608147 J.M. Bax
V122669921 J. Bellamy
V557948682 C. Benavines
V098423660 T.T. Booker
V411922893 M.R. Briggs
V117506731 W.M. Brooks
V116606554 J.J. Burket
V105486357 E. Bush
V072565601 M.C. Cameron
V546414899 R. Carbonniere
V090524387 L.M. Close
V341527490 A. Cobb
V059642350 T. Colombo
V085567893 C. Curley-Rolan
V087547829 R. Daniels
V126489159 J. Davis
V064445120 D.M. Dillon
V095661919 L. Dolan
V098340724 M. Dominguez
V103323285 W. Drescher Jr
V055623522 R.F. Drumsta
V140401850 R. Eisner
V050669556 E.M. Elkington
V088606541 R. Ensminger
V096508617 M.A. Fatta
V083525241 K.T. Flanagan
V088562528 J. Fleshler
V054564648 W.P. Flynn
V093626371 M. Fohl
V129563761 R. Franklin
V125382674 L.D. Gorbaty
V118489104 G. Harris
V081586434 A. Hecht
V080440395 G.J. Henzler
V126488210 P.J. Hickman
V064446032 K. Holley
V034481251 M. Islam
V111603530 C. Joensen
V126488560 D.M. Kempa
V114522171 M.R. Kipler
V057408654 A. Kosowski
V122561866 P.J. Kozlowski
V094600762 L.A. Kubik
V117403527 S. Kuhn
V088540003 P.M. Kuhn
V061462495 M. Laudan
V083520461 K.L. Lintner
V075344931 A. Lombardo
V083508444 D.E. Maefs
V134568725 J.P. Marchiano
V075565613 B. Maynard
V090265795 F. McCarthy
V557822649 D. Messerli
V116509083 N.F. Meyer
V080529496 H. Mis
V106584443 R. Nelson
V509447415 M.L. Newcomb
V093608315 J.A. Oberther
V128505759 J. Oexle
V121627308 B.A. Orlow
V105608203 M. Pawliske
V064380586 R. G. Perryman
V063568828 C.E. Petrosian
V086647849 T. Pitts
V073641965 P.R. Porto
V096546594 L. Pratt
V093441685 C.M. Prible
V099404220 J.L. Ptak
V057563872 S. Quick
V574164708 L.S. Ricci
V116509656 A. Roberto
V052604564 T.J. Sager
V562472771 L. Schneider
V105483237 C. Siembida
V095485350 B. Singleteary
V075665471 M.J. Sterry
V082521426 J.F. Tabbi
V111648494 B.J. Trinca
V092624756 J. Vigneron
V052509346 S.A. Wadsworth
V094520519 L. Wesolowski
V210263090 G. Will
V128426423 L.D. Williams
V050469043 D. Willoughby
V120407126 M.F. Witkowski
</TABLE>
<PAGE> 26
SCHEDULE 4

WELFARE BENEFIT PLANS AND OTHER ARRANGEMENTS

INDUSTRIES PLANS AND ARRANGEMENTS

Ingram Health Care Plan
Ingram Dental Care Plan
Ingram DMO (Cigna) Plan
Ingram Vision Care Plan
Ingram Long Term Disability Plan
Ingram Industries Dependent Care Plan
Ingram Industries Flexible Benefits Plan
Group Life Plan for All Employees
Group AD&D Plan for All Employees
Ingram Assistance Plan
Accrued Vacation Benefits
Accrued Sick Leave

MICRO PLANS AND ARRANGEMENTS

Ingram Micro Health Care Plan
Ingram Micro Dental Care Plan
Ingram Micro DMO (Cigna) Plan
Ingram Micro Vision Care Plan
Ingram Micro Long Term Disability Plan
Ingram Micro Dependent Care Plan
Ingram Micro Flexible Benefits Plan
Ingram Micro Group Life Plan for All Employees
Ingram Micro Group AD&D Plan for All Employees
Ingram Micro Assistance Plan
Accrued Vacation Benefits
Accrued Sick Leave

ENTERTAINMENT PLANS AND ARRANGEMENTS

Ingram Entertainment Health Care Plan
Ingram Entertainment Dental Care Plan
Ingram Entertainment DMO (Cigna) Plan
Ingram Entertainment Vision Care Plan
Ingram Entertainment Long Term Disability Plan
Ingram Entertainment Dependent Care Plan
Ingram Entertainment Flexible Benefits Plan
Ingram Entertainment Group Life Plan for All Employees
Ingram Entertainment Group AD&D Plan for All Employees
Ingram Entertainment Assistance Plan
Accrued Vacation Benefits
Accrued Sick Leave
<PAGE> 27
SCHEDULE 5

[RESERVED]
<PAGE> 28
SCHEDULE 6

INDUSTRIES EQUITY-BASED PLANS

Ingram Industries Inc. 1994 Nonqualified Stock Option Plan
Ingram Industries Inc. 1994 Incentive Stock Option Plan
Ingram Industries Inc. 1990 Nonqualified Stock Option Plan
Ingram Industries Inc. 1990 Incentive Stock Option Plan
Ingram Industries Inc. 1986 Employee Incentive Stock Option Plan
Ingram Industries Inc. 1985 Employee Incentive Stock Option Plan
Ingram Industries Inc. 1992 Incentive Stock Unit Plan
Ingram Industries Inc. 1990 Incentive Stock Unit Plan
Ingram Industries Inc. 1987 Executive Incentive Plan
Ingram Industries Inc. 1986 Executive Incentive Plan
Ingram Micro Holdings Inc. 1992 Incentive Stock Unit Plan
Ingram Micro D Inc. (Delaware) Incentive Stock Unit Plan

<PAGE> 1
EXHIBIT 10.20

DATA CENTER SERVICES AGREEMENT

AGREEMENT dated as of [ ], 1996,(1) among Ingram Micro
Inc., a Delaware corporation ("MICRO"), Ingram Book Company ("BOOK"), a division
of Ingram Industries Inc., a Tennessee corporation, and Ingram Entertainment
Inc., a Tennessee corporation ("ENTERTAINMENT").

ARTICLE 1

PERFORMANCE OF SERVICES

SECTION 1.1. PROVISION OF SERVICES. On the terms and subject to the
conditions of this Agreement, during the term of this Agreement Micro agrees to
provide to Book, Entertainment and their respective Subsidiaries, or procure the
provision to each of Book, Entertainment and their respective Subsidiaries of,
and each of Book and Entertainment (on behalf of itself and its Subsidiaries)
agrees to purchase from Micro, the services performed at the Ingram Micro Data
Center in La Vergne, Tennessee and described on the Schedules attached hereto
(the "SERVICES"). Unless otherwise specifically agreed by the parties, the
Services to be provided or procured by Micro hereunder shall be substantially
similar in scope, quality and nature to those provided to, or procured on behalf
of, Book, Entertainment and their respective Subsidiaries prior to the date
hereof.

- --------

(1) To be dated the Closing Date under the Exchange Agreement.
<PAGE> 2
may be, for such Service will be determined. Each of Book and Entertainment
agrees to pay to Micro in the manner set forth in Section 1.3 the Service Fees
applicable to each of the Services provided by Micro to Book (and its
Subsidiaries) and Entertainment (and its Subsidiaries), respectively, pursuant
to the terms hereof.

(b) In addition to any other amounts payable to Micro hereunder,
each of Book and Entertainment shall reimburse Micro in the manner set forth in
Section 1.3 for all out-of-pocket expenses (including without limitation travel
expenses, professional fees, printing and postage) incurred by Micro in
connection with the performance of Services pursuant to this Agreement, to the
extent that such expenses have not already been taken into account in
determining the Service Fees applicable to such Services.

(c) In addition to any other amounts payable to Micro hereunder,
each of Book and Entertainment shall reimburse Micro in the manner set forth in
Section 1.3 for any taxes, excises, imposts, duties, levies, withholdings or
other similar charges (excepting any charges for taxes due on Micro's income)
that Micro and its Subsidiaries may be required to pay on account of Book (and
its Subsidiaries) and Entertainment (and its Subsidiaries), respectively, in
connection with the performance of Services or with respect to payments made by
Book or Entertainment for such Services pursuant to this Agreement.

SECTION 1.3. INVOICING AND SETTLEMENT OF COSTS. (a) Micro will
deliver an invoice to each of Book and Entertainment on a monthly basis (not
later than the fifth day of each accounting month) for (i) Service Fees in
respect of Services provided during the prior accounting month to Book (and its
Subsidiaries) and Entertainment (and its Subsidiaries), respectively, and (ii)
other amounts owing to Micro pursuant to Section 1.2. Each such invoice shall
(A) provide sufficient detail to identify each Service, the fee therefor and the
method of calculating such fee, (B) identify all third party costs included in
the invoice to the extent specifically billed and (C) include such other data as
may be reasonably requested by Book or Entertainment. In addition, Book and
Entertainment shall have the right to examine any and all books and records as
they reasonably request in order to confirm and verify the calculation of the
amount of any payment pursuant to this Section and Micro shall cooperate in any
reasonable manner in such examination as Book or Entertainment shall request.

(b) Payment (including payment of any amounts disputed pursuant to
Section 1.3(c)) of each invoice shall

III-2
<PAGE> 3
be due from Book and Entertainment on the day (or the next business day, if such
day is not a business day) that is the later of (i) the third day prior to the
end of the accounting month in which such invoice was received and (ii) the
tenth day after the receipt of such invoice (each, a "PAYMENT DATE"), by wire
transfer of immediately available funds payable to the order of Micro. If either
Book or Entertainment fails to make any payment within 30 days of the relevant
Payment Date, the party that has failed to make such payment shall be obligated
to pay, in addition to the amount due on such Payment Date, interest on such
amount at the prime, or best rate announced by Nationsbank of Texas, N.A. per
annum compounded annually from the relevant Payment Date through the date of
payment.

(c) In the event that Book or Entertainment disputes any charges
invoiced by Micro pursuant to this Agreement, Book or Entertainment shall
deliver a written statement describing the dispute to Micro within 15 days
following receipt of the disputed invoice. The statement shall provide a
sufficiently detailed description of the disputed items. The parties hereto
shall use their best efforts to resolve any such disputes. Amounts not so
disputed shall be deemed accepted. Disputed amounts resolved in favor of Book or
Entertainment (together with interest on such amounts at the prime, or best rate
announced by Nationsbank of Texas, N.A. per annum compounded annually from the
date such disputed amounts were paid to Micro to the next relevant Payment Date)
shall be credited against payments owing by Book and Entertainment,
respectively, to Micro on the next relevant Payment Date.

SECTION 1.4. TERM. (a) The term of this Agreement shall commence on
the date hereof and shall end on [ ], 1999, unless earlier terminated
pursuant to the terms hereof. The provisions of Section 1.2 (with respect to
amounts accrued prior to such termination) shall survive any termination of this
Agreement.

III-3
<PAGE> 4
[(b) At any time, Book or Entertainment may request Micro to
discontinue performing all or any portion of the Services upon 45 days' prior
written notice.]

SECTION 1.5. LIMITED WARRANTY. Micro will provide the Services
hereunder in good faith, with the care and diligence that it exercises in the
performance of such services for its divisions and Subsidiaries. Each of Book
and Entertainment hereby acknowledges that Micro does not regularly provide to
third parties services such as the Services as part of its business and that,
except as set forth in Section 1.1 or in this Section 1.5, Micro does not
otherwise warrant or assume any responsibility for its Services. The warranty
stated above is in lieu of and exclusive of all other representations and
warranties of any kind whatsoever. EXCEPT AS STATED ABOVE, THERE ARE NO
WARRANTIES RELATING TO THE SERVICES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

SECTION 1.6. PERFORMANCE REMEDY. In the event that Micro fails to
provide a Service hereunder, or the quality of a Service is not in accordance
with Section 1.1 or Section 1.5, Book or Entertainment may give Micro prompt
written notice thereof. Micro will then have thirty days to cure the defective
Service. If after such period Micro has failed to cure the defective Service,
Book or Entertainment, as the case may be, may seek an alternative provider for
such Service and Micro shall discontinue performing such Service at the written
request of Book or Entertainment, respectively. Neither Book nor Entertainment
shall be liable to Micro for any Service performed by Micro after Micro has been
given written notice of termination of such Service pursuant to this Section
1.6, except for any out-of-pocket costs incurred by Micro in connection with the
cessation of such Services or the transfer of such Services back to Book,
Entertainment or their respective designees. Except as otherwise expressly
provided in Article 2, the provisions of this Section 1.6 will provide the
exclusive remedy for any misrepresentation, breach of warranty, covenant or
other agreement or other claim arising out of this Agreement or the Services to
be performed hereunder.

III-4
<PAGE> 5
ARTICLE 2

INDEMNIFICATION

SECTION 2.1. LIMITATION OF LIABILITY. Book and Entertainment agree
that none of Micro, any of its Subsidiaries or any of their respective
directors, officers, agents and employees (each, an "MICRO INDEMNIFIED PERSON")
shall have any liability, whether direct or indirect, in contract, tort or
otherwise, to Book or Entertainment arising out of or attributable to the
performance or nonperformance of Services pursuant to this Agreement.

SECTION 2.2. INDEMNIFICATION. (a) Book agrees to and does hereby
indemnify and hold each Micro Indemnified Person harmless from and against any
and all damage, loss, liability and expense (including without limitation
reasonable expenses of investigation and reasonable attorneys' fees and expenses
in connection with any action, claim, suit or proceeding, including any expenses
incurred in connection with the enforcement of the rights of such Micro
Indemnified Person pursuant to this Agreement) to which such Micro Indemnified
Person may be subjected as a result of a claim made by a third party arising out
of or attributable, directly or indirectly, (i) to the performance or
nonperformance for Book of any Services or (ii) otherwise in connection with
this Agreement.

(b) Entertainment agrees to and does hereby indemnify and hold each
Micro Indemnified Person harmless from and against any and all damage, loss,
liability and expense (including without limitation reasonable expenses of
investigation and reasonable attorneys' fees and expenses in connection with any
action, claim, suit or proceeding, including any expenses incurred in connection
with the enforcement of the rights of such Micro Indemnified Person pursuant to
this Agreement) to which such Micro Indemnified Person may be subjected as a
result of a claim made by a third party arising out of or attributable, directly
or indirectly, (i) to the performance or nonperformance for Entertainment of any
Services or (ii) otherwise in connection with this Agreement.

SECTION 2.3. OWNERSHIP OF WORK PRODUCT. (a) Except for the data
provided by Book or Entertainment to

III-5
<PAGE> 6
Micro and the reports produced by Micro for Book or Entertainment pursuant to
this Agreement, all proprietary tools and methodologies and all written material
including programs, tapes, listing and other programming documentation which
were preexisting or originated and prepared by Micro pursuant to this Agreement
shall belong to Micro except as otherwise agreed by the parties in a separate
written agreement signed by each party.

(b) No license under any trade secrets, copyrights, or other rights
is granted by this Agreement or any disclosure hereunder.

(c) Book and Entertainment shall have reasonable access to all data,
records, files, statements, records, invoices, billings, and other information
generated by or in custody of Micro relating to the Services provided pursuant
to this Agreement. Unless otherwise specified by Book or Entertainment or
required by law, Micro shall maintain all such business records pertaining to
the Services and will retain the records pertaining to each Service for a period
of twelve months after the cessation of such Service. At the request of Book or
Entertainment, Micro shall provide copies of records pertaining to the Services.

ARTICLE 3

GENERAL PROVISIONS

SECTION 3.1. PARTIES. Nothing in this Agreement, express or implied,
is intended to confer upon any person not a party any rights and remedies
hereunder.

SECTION 3.2. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee, without regard
to its conflict of laws provisions.

SECTION 3.3. HEADINGS. The Section and other headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

III-6
<PAGE> 7
of a waiver, by the party against whom the waiver is to be effective.

SECTION 3.6. NOTICES. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto shall
be in writing (including telecopier or similar writing) and shall be given to
such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
shall be on file with the Secretary of Micro. Each such notice, request or other
communication shall be effective (i) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified on the signature pages hereof and
the appropriate confirmation is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section 3.6.

SECTION 3.7. DEFINITIONS. Terms used but not defined herein shall
have the meanings set forth in the Reorganization Agreement dated as of
September 4, 1996 among the parties hereto.

III-7
<PAGE> 8
SECTION 3.10. REMEDIES. The parties hereby acknowledge and agree
that in the event of any breach of this Agreement, the parties would be
irreparably harmed and could not be made whole by monetary damages. Each party
hereto agrees (i) not to assert by way of defense or otherwise that a remedy at
law would be adequate, and (ii) in addition to any other remedy to which the
parties may be entitled, that the remedy of specific performance of this
Agreement is appropriate in any action in court.

SECTION 3.11. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Tennessee State Court or United
States Federal Court sitting in the Middle District of Tennessee over any suit,
action or proceeding arising out of or relating to this Agreement. Each party
hereto waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section 3.11. Nothing in this paragraph shall affect or
limit any right to serve process in any manner permitted by law, to bring
proceedings in the courts of any jurisdiction or to enforce in any lawful manner
a judgment obtained in one jurisdiction in any other jurisdiction.

III-8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

INGRAM MICRO INC.

By:_________________________________________
Name:
Title:
1600 East Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

INGRAM BOOK COMPANY, A
DIVISION OF INGRAM INDUSTRIES
INC.

By:_________________________________________
Name:
Title:
One Belle Meade Place
4400 Harding Road
Nashville, TN 32705
Telecopy: (615) 298-8242

INGRAM ENTERTAINMENT INC.

By:_________________________________________
Name:
Title:
Two Ingram Boulevard
La Vergne, TN 37086
Telecopy: (615) 287-4985

III-9

<PAGE> 1
EXHIBIT 10.21

EXCHANGE AGREEMENT

DATED AS OF

[ ], 1996

AMONG

INGRAM INDUSTRIES INC.,

INGRAM MICRO INC.,

INGRAM ENTERTAINMENT INC.,

AND

THE PERSONS IDENTIFIED
ON THE SIGNATURE PAGES HEREOF
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page

<S> <C>
ARTICLE 1

DEFINITIONS

SECTION 1.1. DEFINITIONS.............................................................. 1

ARTICLE 2

EXCHANGE

SECTION 2.1. EXCHANGE BY HOLDERS...................................................... 3
SECTION 2.2. THE CLOSING.............................................................. 4
SECTION 2.3. OTHER HOLDERS............................................................ 5
SECTION 2.4. ACKNOWLEDGEMENT AND RELEASE.............................................. 6
SECTION 2.5. SURRENDER OF EXISTING CERTIFICATES....................................... 6
SECTION 2.6. CERTAIN REPRESENTATIONS AND
WARRANTIES............................................................... 7
SECTION 2.7. LEGEND................................................................... 7

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF EACH HOLDER

SECTION 3.1. PRIVATE PLACEMENT........................................................ 8
SECTION 3.2. OWNERSHIP................................................................ 9
SECTION 3.3. TAX MATTERS.............................................................. 9
SECTION 3.4. COMMUNITY PROPERTY....................................................... 9
SECTION 3.5. REPRESENTATION OF THE THRIFT PLAN........................................ 9

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EACH PARTY

SECTION 4.1. AUTHORITY; NO OTHER ACTION............................................... 10
SECTION 4.2. BINDING EFFECT........................................................... 10

ARTICLE 5

CONDITIONS TO CLOSING

SECTION 5.1. CONDITIONS TO OBLIGATIONS OF THE
PARTIES.................................................................. 10
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
SECTION 5.2. CONDITIONS TO OBLIGATION OF THE
INGRAM COMPANIES........................................................ 11
SECTION 5.3. CONDITIONS TO OBLIGATION OF THE
HOLDERS................................................................. 13
SECTION 5.4. CONDITIONS TO OBLIGATION OF CERTAIN
STOCKHOLDERS............................................................ 13
SECTION 5.5. CONDITIONS TO OBLIGATION OF THE
THRIFT PLAN............................................................. 14

ARTICLE 6

CERTAIN AGREEMENTS; TAX MATTERS

SECTION 6.1. TAX REPRESENTATION OF THE HOLDERS....................................... 14
SECTION 6.2. TAX REPRESENTATION OF THE INGRAM
COMPANIES............................................................... 15
SECTION 6.3. TAX COVENANT............................................................ 15
SECTION 6.4. AGREEMENTS OF INVESTMENT MANAGER........................................ 15
SECTION 6.5. TRUE-UP................................................................. 16
SECTION 6.6. TERMINATION OF STOCK PURCHASE
AGREEMENT OBLIGATIONS................................................... 17
SECTION 6.7. COOPERATION............................................................. 17

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. HEADINGS................................................................ 18
SECTION 7.2. ENTIRE AGREEMENT........................................................ 18
SECTION 7.3. NOTICES................................................................. 18
SECTION 7.4. APPLICABLE LAW.......................................................... 18
SECTION 7.5. SEVERABILITY............................................................ 19
SECTION 7.6. TERMINATION............................................................. 19
SECTION 7.7. SUCCESSORS, ASSIGNS, TRANSFEREES........................................ 19
SECTION 7.8. AMENDMENTS; WAIVERS..................................................... 19
SECTION 7.9. COUNTERPARTS............................................................ 21
SECTION 7.10. REMEDIES................................................................ 21
SECTION 7.11. CONSENT TO JURISDICTION................................................. 21
SECTION 7.12. EXPENSES................................................................ 22

Exhibit A Form of Transfer Restrictions Agreement
Exhibit B Form of Registration Rights Agreement
Exhibit C Form of Board Representation Agreement
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
Exhibit D - Form of Stock Option, SAR/ISU
Conversion and Exchange Agreement
Exhibit E - Form of Certificate of Incorporation of Micro
Exhibit F - Form of Bylaws of Micro
Exhibit G - Form of Thrift Plan Liquidity Agreement

Annex I - Industries stockholders and
optionholders as of 12/31/95
Annex II - Family Stockholders
</TABLE>

iii
<PAGE> 5
EXCHANGE AGREEMENT

EXCHANGE AGREEMENT dated as of [ ], 1996 among Ingram
Industries Inc., a Tennessee corporation ("INDUSTRIES"), Ingram Micro Inc., a
Delaware corporation ("MICRO"), Ingram Entertainment Inc., a Tennessee
corporation ("ENTERTAINMENT" and, together with Industries and Micro, the
"INGRAM COMPANIES"), and each Person listed on the signature pages hereof.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1. DEFINITIONS. (a) The following terms, as used herein, have
the following meanings:

"BOARD REPRESENTATION AGREEMENT" means the Board Representation
Agreement substantially in the form attached as Exhibit C hereto.

"CLOSING" means the closing of the transactions contemplated hereby.

"ENTERTAINMENT COMMON STOCK" means shares of common stock, without par
value, of Entertainment.

"EXCHANGE" means the exchange of Industries Common Stock pursuant to
Article 2.

"EXCHANGE SECURITIES" means the shares of Industries Common Stock to be
exchanged pursuant to Article 2.

"FAMILY STOCKHOLDERS" means the Family Stockholders set forth on Annex
II hereto.

"GROUP" means any Stockholder Group, which includes the Micro Group,
the Entertainment Group, the Industries Group, the Family Group, and the
Industries Optionholder Group, in each case as indicated on Annex I hereto.

"HOLDER" means each Person listed on the signature pages hereof (other
than any Ingram Company), each Person who becomes a party to this Agreement
pursuant to Section 2.3, or all of them, as the context requires; provided that
<PAGE> 6
any Person who withdraws from this Agreement pursuant to Section 7.8(d) shall
cease to be a Holder effective on the date of such withdrawal.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

"INDUSTRIES COMMON STOCK" means shares of Class A common stock and
Class B common stock, without par value, of Industries.

"INVESTMENT MANAGER" means State Street Bank and Trust Company, in its
capacity as investment manager with respect to the Thrift Plan.

"MICRO COMMON STOCK" means shares of Class B common stock, par value
$0.01 per share, of Micro.

"QTIP" means the E. Bronson Ingram Qtip Marital Trust.

"RELATED AGREEMENTS" means the Transfer Restrictions Agreement
substantially in the form attached as Exhibit A hereto, the Registration Rights
Agreement substantially in the form attached as Exhibit B hereto, the Stock
Option, SAR and ISU Conversion and Exchange Agreement substantially in the form
attached as Exhibit D hereto and the Thrift Plan Liquidity Agreement.

"REORGANIZATION AGREEMENT" means the Reorganization Agreement of even
date herewith among Industries, Micro and Entertainment.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"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
immediately after the Closing.

"THRIFT PLAN" means the Ingram Thrift Plan.

2
<PAGE> 7
"THRIFT PLAN LIQUIDITY AGREEMENT" means the Thrift Plan Liquidity
Agreement substantially in the form attached as Exhibit G hereto.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

TERM SECTION
---- -------

Adjustment Amount 6.5
Affected Group 7.8
Charitable Trusts and Foundation 7.8
Claims 2.4
Closing Date 2.2
HLH&Z 5.5
Holder's Fraction 2.1
Initial Adjustment Period 6.5
Offer Period 2.3
Other Holder 2.3
Required Holders 7.8
Tax Ruling 5.2
Unexchanged Shares 2.1

ARTICLE 2

EXCHANGE

SECTION 2.1. EXCHANGE BY HOLDERS. On the terms and subject to the
conditions set forth herein, each Holder who is a member of the Stockholder
Groups hereby agrees to exchange the number of shares of Industries Common Stock
set forth opposite the name of such Holder under the heading "III Common Stock
To Be Exchanged" on Annex I; provided that the number of shares of Industries
Common Stock to be exchanged by each member of the Family Group shall be
increased by an amount equal to the product of

(a) the sum (the "UNEXCHANGED SHARES") of (x) the product of .7599 and
the aggregate number of shares of Industries Common Stock set forth under the
heading "III Common Stock Owned" on Annex I opposite the name of each member of
the Industries Group identified under such heading who does not elect to
participate in the Exchange pursuant to Section 2.3; and (y) the product of
.7284 and the aggregate number of shares of Industries Common Stock acquired
upon exercise after December 31, 1995 of options held as of December 31, 1995 as
set forth under the heading "III Common Stock Owned" on Annex I opposite the
name of

3
<PAGE> 8
each member of the Industries Optionholder Group who does not elect to
participate in the Exchange pursuant to Section 2.3; and

(b) a fraction (the "HOLDER'S FRACTION"), the numerator of which shall
equal the number of shares of Industries Common Stock set forth opposite the
name of such member of the Family Group under the heading "III Common Stock
Owned" on Annex I and the denominator of which shall equal the total number of
shares of Industries Common Stock set forth opposite the name of all members of
the Family Group under the heading "III Common Stock Owned" on Annex I.

Except as otherwise determined by the Board of Directors of Industries,
if the Exchange Securities of any Holder constitute less than 100% of such
Holder's Industries Common Stock, the Exchange Securities of such Holder shall,
to the extent practicable, consist of 90% of Class B common stock of Industries
and 10% of Class A common stock of Industries.

SECTION 2.2. THE CLOSING. (a) The Closing shall take place at the
executive offices of Industries in Nashville, Tennessee or at such other place,
and at such time, as the Ingram Companies may agree following satisfaction or
waiver of the conditions set forth in Article 5. The date and time of closing
are referred to herein as the "CLOSING DATE". The Closing shall take place in
two phases as specified below.

(b) In the first phase, the following actions shall take place
simultaneously:

(i) the Thrift Plan, pursuant to the written instructions of the
Investment Manager, shall deliver to Industries (x) certificates
representing the Exchange Securities of the Thrift Plan, duly endorsed in
blank or accompanied by a duly executed stock power and (y) executed
counterpart signature pages to each Related Agreement; and

(ii) Industries shall deliver to the Thrift Plan certificates
representing the number of shares of Micro Common Stock, rounded up to the
nearest whole share, which the Thrift Plan is entitled to receive as set
forth opposite the name of the Thrift Plan on Annex I thereto.

4
<PAGE> 9
(i) The Exchange Securities and other documents tendered pursuant to
Section 2.5 shall be released from escrow to Industries;

(ii) Industries shall deliver to:

(x) each Holder (other than the Thrift Plan), certificates
representing the number of shares of Micro Common Stock which such
Holder is entitled to receive as set forth opposite the name of such
Holder on Annex I, rounded up to the nearest whole share, plus with
respect to each member of the Family Group, the number of shares of
Micro Common Stock, rounded up to the nearest whole share, represented
by the product of (A) such Holder's Fraction and (B) the product of
1.3729 and the Unexchanged Shares; and

(y) each Holder identified on Annex I hereto as being a member
of the Entertainment Group, certificates representing the number of
shares of Entertainment Common Stock, rounded up to the nearest whole
share, which such Holder is entitled to receive as set forth opposite
the name of such Holder on Annex I hereto; and

(iii) Industries shall deliver to Micro for cancellation all of the
shares of Micro Common Stock that have not been delivered to the Thrift
Plan pursuant to Section 2.2(b) or to the Holders pursuant to Section
2.2(c).

(d) If pursuant to Section 2.5 any Holder has delivered to Industries
certificates representing a greater number of shares of Industries Common Stock
than the number of Exchange Securities of such Holder, at the Closing,
Industries shall deliver to such Holder a new certificate representing the
number of shares (if any) of the class of Industries Common Stock, rounded up to
the nearest whole share, to be retained by such Holder immediately following the
Exchange.

SECTION 2.3. OTHER HOLDERS. Within 15 days following the date hereof,
Industries shall offer each stockholder of Industries set forth on Annex I that
has not signed this Agreement on the date hereof (each, an "OTHER HOLDER") the
opportunity to participate in the Exchange by exchanging the Exchange Securities
of such Person on the terms and conditions set forth on Annex I. Each Other
Holder may elect to participate in the Exchange by delivering to Industries no
later than 20 business days

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<PAGE> 10
following the date on which the offer is made or such later date as Industries
may specify in its sole discretion following the date hereof (the "OFFER
PERIOD"), an executed counterpart signature page to this Agreement and the
documents referred to in Section 2.5. Upon execution and delivery thereof to
Industries, such Other Holder shall become a party to this Agreement effective
as of the date hereof and shall be bound by all of the provisions hereof.

SECTION 2.4. ACKNOWLEDGEMENT AND RELEASE. (a) Each Holder hereby agrees
that, as of the date hereof, the fair value of the securities to be received by
such Holder in the Exchange is equal to the fair value of such Holder's Exchange
Securities. Each Holder hereby acknowledges that an initial public offering of
Micro Common Stock is contemplated, but no assurance can be given as to whether
such public offering will be consummated or as to the market value of the Micro
securities to be sold in such public offering or whether a market for such
securities will develop or be maintained.

(b) In consideration of the Exchange and effective at the Closing, each
Holder hereby unconditionally and irrevocably releases and discharges each
Ingram Company and each other Person directly or indirectly controlling,
controlled by, or under common control with, such Ingram Company and any and all
directors, officers and shareholders of any of the foregoing, of any claim,
obligation or liability, in law or in equity, that such Holder had in the past,
now has or hereafter shall or may have for, upon or by reason of any event,
matter or thing which has occurred from the beginning of the world to the
Closing Date, (the "CLAIMS") arising out of or relating to such Holder's
ownership of Industries Common Stock, including without limitation (i) Claims
alleging that such Holder has a right to receive additional or different
consideration in the Exchange and (ii) Claims against directors of any Ingram
Company alleging a breach of fiduciary duty of such directors arising in
connection with the transactions contemplated hereby or by the Board
Representation Agreement, the Related Agreements, the Reorganization Agreement
or the Ancillary Agreements (as defined in the Reorganization Agreement) or any
other agreement referred to herein or therein, except that no Holder shall agree
hereby to waive any such Claim to the extent that any such director was not
acting in good faith.

SECTION 2.5. SURRENDER OF EXISTING CERTIFICATES. (a) Except as
otherwise provided in Section 2.5(b), concurrently with the execution by each
Holder (other than the Thrift Plan) of this Agreement, such Holder will deliver

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<PAGE> 11
to Industries in escrow pending the consummation of the Closing executed
counterpart signature pages to each Related Agreement and all certificates
representing the Exchange Securities owned by such Holder. Each certificate
representing such Exchange Securities shall be duly endorsed in blank or
accompanied by a duly executed stock power.

(b) Notwithstanding anything to the contrary in Section 2.5(a), (i) no
later than two days prior to the Closing Date, each of the Family Stockholders,
the QTIP and the Charitable Trusts and Foundation will deliver to Industries in
escrow pending consummation of the Closing all certificates representing the
Exchange Securities owned by such Holder, duly endorsed in blank or accompanied
by a duly executed stock power, and (ii) all certificates representing Exchange
Securities which are currently pledged to Nationsbank, N.A., Nationsbank of
Tennessee, N.A. or First American National Bank shall be delivered by the
pledgee to Industries at the Closing, duly endorsed as described above.

SECTION 2.6. CERTAIN REPRESENTATIONS AND WARRANTIES. Each of Micro and
Entertainment represents and warrants to each Holder as of the date hereof and
as of the Closing Date that the shares of Micro Common Stock and Entertainment
Common Stock, respectively, to be delivered pursuant to Section 2.2 are validly
issued, fully paid and non-assessable.

SECTION 2.7. LEGEND. Each certificate representing a share of Micro
Common Stock or Entertainment Common Stock to be acquired pursuant to this
Agreement shall (except as provided below) include any legends required pursuant
to applicable securities laws and a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.

Any Holder or transferee of a share of Micro Common Stock or Entertainment
Common Stock may, upon providing evidence (including without limitation an
opinion of counsel) reasonably satisfactory to Micro or Entertainment,
respectively, that such share either is not a "restricted security" (as defined
in Rule 144 promulgated under the Securities Act) or may be sold pursuant to
Rule 144(k) promulgated under the Securities Act, exchange the certificate
representing such share for a new certificate that does not bear such legend.

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<PAGE> 12
ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF EACH HOLDER

Each Holder hereby represents and warrants to each Ingram Company as of
the date hereof and as of the Closing Date as follows:

SECTION 3.1. PRIVATE PLACEMENT. (a) Such Holder understands that (i)
the Exchange and the delivery of securities in the Exchange as contemplated
hereby is intended to be exempt from registration under the Securities Act
pursuant to Section 4(2) of the Securities Act and (ii) there is no existing
public or other market for such securities and, except as otherwise provided in
the Related Agreements, there can be no assurance that such Holder will be able
to sell or dispose of the securities delivered to such Holder pursuant to the
terms hereof.

(b) The securities to be acquired by such Holder pursuant to this
Agreement are being acquired for its own account for investment and without a
view to the public distribution of such securities or any interest therein.

(c) Unless Industries has been notified in writing to the contrary
prior to the date hereof, such Holder is an "Accredited Investor" as such term
is defined in Regulation D promulgated under the Securities Act.

(d) Such Holder has sufficient knowledge and experience in financial
and business matters so as to be capable of evaluating the merits and risks of
its investment in the securities to be acquired by such Holder pursuant to this
Agreement and such Holder is capable of bearing the economic risks of such
investment, including a complete loss of its investment in such securities,
since such securities may not be transferred except as provided in the Related
Agreements.

(e) Such Holder has been given the opportunity to ask questions of, and
receive answers from the Ingram Companies concerning the Ingram Companies, the
securities to be acquired by such Holder pursuant to this Agreement, the
transactions contemplated hereby and by the Reorganization Agreement and other
related matters. Such Holder further represents and warrants to each Ingram
Company that such Ingram Company has made available to such Holder or its agents
all documents and information relating to an investment in such securities
requested by or on behalf of such Holder. In evaluating the suitability of an
investment

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<PAGE> 13
in such securities, such Holder has not relied upon any other representations or
other information (whether oral or written) made by or on behalf of any Ingram
Company.

(f) Such Holder understands that (i) the securities to be acquired by
such Holder pursuant to this Agreement may not be transferred except in
compliance with the provisions of the Related Agreements and (ii) such
securities will bear a legend to such effect.

SECTION 3.2. OWNERSHIP. Except as set forth on Schedule 3.2, such
Holder is the record and beneficial owner of the Exchange Securities of such
Holder. Except as set forth on Schedule 3.2, such Exchange Securities are and,
as of the Closing will be, free and clear of any lien, pledge, charge, security
interest or encumbrance of any kind and any other limitation or restriction
(including without limitation any restriction on the right to vote, sell or
otherwise dispose of such Exchange Securities).

SECTION 3.3. TAX MATTERS. There is no plan or intention by such Holder
to sell, exchange, transfer by gift or otherwise dispose of any of such Holder's
stock in any of the Ingram Companies subsequent to the Exchange.

SECTION 3.4. COMMUNITY PROPERTY. If such Holder's Exchange Securities
constitute community property, this Agreement has been executed and delivered by
such Holder's spouse, who shall be bound hereby, and the representations and
warranties contained in Article 3 (other than the first sentence of Section
3.2), Article 4 and Section 6.2 are true and correct as to such spouse.

SECTION 3.5. REPRESENTATION OF THE THRIFT PLAN. If such Holder is the
Thrift Plan, the Investment Manager has made the determination as of the date
hereof that the exchange of the Thrift Plan's shares of Industries Common Stock
for Micro Common Stock is prudent and in the best interest of the Thrift Plan
participants and beneficiaries.

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<PAGE> 14
ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EACH PARTY

Each party hereto hereby represents and warrants to each other party
hereto as of the date hereof and as of the Closing Date as follows:

SECTION 4.1. AUTHORITY; NO OTHER ACTION. (a) Such Person, if an
individual, has the legal capacity to enter into this Agreement and each Related
Agreement. If such Person is not an individual, the execution, delivery and
performance by such Person of this Agreement and each Related Agreement are
within such Person's powers and have been duly authorized on its part by all
requisite action.

(b) No action by or in respect of, or filing with, any governmental
authority, agency or official is required for the execution, delivery and
performance by such Person of this Agreement and each Related Agreement, other
than compliance with any applicable requirements of the HSR Act. The execution,
delivery and performance by such Person of this Agreement and each Related
Agreement do not (i) contravene or conflict with or constitute a violation of
any provision of any existing law, regulation, judgment, injunction, order or
decree binding upon or applicable to such Person or (ii) after giving effect to
the actions to be taken in connection with the Closing, require any further
consent, approval or other action by any other Person or constitute a default
under any provision of any material agreement, contract, indenture, lease or
other instrument binding upon such Person or any material license, franchise,
permit or other similar authorization held by such Person which would have a
material adverse effect on the business, financial condition or prospects of any
such Person.

SECTION 4.2. BINDING EFFECT. This Agreement has been duly executed by
such Person and constitutes, and, when executed and delivered, each Related
Agreement shall constitute, a valid and binding agreement of such Person.

ARTICLE 5

CONDITIONS TO CLOSING

SECTION 5.1. CONDITIONS TO OBLIGATIONS OF THE PARTIES. The obligations
of each party to consummate the Closing are subject to the satisfaction of the
following conditions:

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<PAGE> 15
(i) any applicable waiting period under the HSR Act relating to the
consummation of the Closing and the transactions contemplated by the
Reorganization Agreement and the other agreements referred to herein or
therein shall have expired or been terminated;

(ii) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the Closing
or the transactions contemplated by the Reorganization Agreement and the
other agreements referred to herein or therein;

(iii) all actions by or in respect of or filings with any governmental
body, agency, official or authority required to permit the consummation of
the Closing and the transactions contemplated by the Reorganization
Agreement and the other agreements referred to herein or therein shall have
been taken, made or obtained;

(iv) the Related Agreements, the Board Representation Agreement, the
Reorganization Agreement and the Ancillary Agreements (as defined in the
Reorganization Agreement) shall have been executed and delivered by each of
the parties thereto and shall be in full force and effect; and

(v) the certificate of incorporation and bylaws of Micro shall be
substantially in the forms attached as Exhibits E and F, respectively.

SECTION 5.2. CONDITIONS TO OBLIGATION OF THE INGRAM COMPANIES. The
obligation of each Ingram Company to consummate the Closing is subject to the
satisfaction of the following further conditions:

(i) (A) each Holder shall have performed in all material respects all
of its obligations under this Agreement and any other agreement,
certificate or other writing delivered in connection herewith required to
be performed by it on or prior to the Closing Date and (B) the
representations and warranties of each Holder contained in this Agreement
and in any other agreement, certificate or other writing delivered in
connection herewith shall be true at and as of the Closing Date, as if made
at and as of such date;

(ii) (A) a ruling (the "TAX RULING") with respect to the federal income
tax consequences of the transactions contemplated hereby and by the

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<PAGE> 16
Reorganization Agreement and the other agreements referred to herein and
therein in form and substance reasonably satisfactory to Industries shall
have been received and shall not have been revoked and (B) nothing shall
have come to the attention of the Board of Directors of Industries that
causes them to conclude, after consideration of advice of tax counsel and
all other facts and circumstances that they deem appropriate, that
significant questions exist as to the validity of the Tax Ruling as applied
to the transactions contemplated hereby and by the Reorganization Agreement
and the other agreements referred to herein and therein;

(iii) each Ingram Company shall have received an opinion of McDermott,
Will & Emery, counsel to the Investment Manager, dated the date of the
Closing, to the effect that the transactions contemplated to be entered
into by the Thrift Plan at Closing and the consummation thereof will not
constitute prohibited transactions under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended;

(iv) all third party non-governmental consents, authorizations and
approvals required in connection with the consummation of the Closing and
the transactions contemplated by the Reorganization Agreement and the other
agreements referred to herein or therein shall have been received, in each
case in form and substance reasonably satisfactory to Industries, and no
such consent, authorization or approval shall have been revoked;

(v) all receivables, payables and other liabilities (other than loans
made to or by any stockholder of Industries and other than purchases and
sales of goods in the ordinary course of business) owing between any Ingram
Company or any of its Subsidiaries, on the one hand, and any other Ingram
Company or any of its Subsidiaries, on the other hand, shall have been
settled and repaid;

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<PAGE> 17
(vi) agreements relating to the transactions referred to on Schedule
5.2(vi) shall have been executed and delivered by the parties thereto and
shall be in full force and effect, and the conditions to closing of each
such agreement shall have been satisfied;

(vii) the Offer Period referred to in Section 2.3 shall have expired;
and

(viii) the exchanges and conversions contemplated by the Stock Option,
SAR and ISU Conversion and Exchange Agreement substantially in the form
attached as Exhibit D hereto shall have occurred (or shall occur
concurrently with the Closing).

SECTION 5.3. CONDITIONS TO OBLIGATION OF THE HOLDERS. The obligation of
each Holder to consummate the Closing is subject to the satisfaction of the
following further conditions that (i) each Ingram Company shall have performed
in all material respects all of its obligations under this Agreement and any
other agreement, certificate or other writing delivered in connection herewith
required to be performed by it at or prior to the Closing Date and (ii) the
representations and warranties of each Ingram Company contained in this
Agreement and in any other agreement, certificate or other writing delivered in
connection herewith shall be true at and as of the Closing Date, as if made at
and as of such date.

SECTION 5.4. CONDITIONS TO OBLIGATION OF CERTAIN STOCKHOLDERS. The
obligation of each of the Family Stockholders and the QTIP to consummate the
Closing is subject to the satisfaction of the further conditions that (i) the
Tax Ruling, in form and substance reasonably satisfactory to each of the Family
Stockholders and the QTIP, shall have been received and shall not have been
revoked and (ii) nothing shall have come to the attention of any Family
Stockholder or the QTIP that causes them to conclude, after consideration of
advice of tax counsel and all other facts and circumstances that they deem
appropriate, that significant questions exist as to the validity of the Tax
Ruling as applied to the transactions contemplated hereby and by the
Reorganization Agreement and the other agreements referred to herein and
therein.

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SECTION 5.5. CONDITIONS TO OBLIGATION OF THE THRIFT PLAN. The
obligation of the Thrift Plan to consummate the Closing is subject to the
satisfaction of the following further conditions:

(i) the Thrift Plan shall have received an opinion dated the date of
the Closing of McDermott, Will & Emery, counsel to the Investment Manager,
in form and substance satisfactory to the trustees of the Thrift Plan, to
the effect that the transactions to be entered into by the Thrift Plan, at
the Closing and the consummation thereof will not constitute prohibited
transactions under Section 406 of the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of
1986, as amended;

(ii) the Investment Manager of the Thrift Plan shall have received a
written opinion from Houlihan, Lokey, Howard & Zukin ("HLH&Z") to the
effect that (A) the fair market value of the shares of Micro Common Stock
to be received by the Thrift Plan pursuant to Section 2.2 is at least equal
to the fair market value of the Exchange Securities of the Thirft Plan and
(B) the terms and conditions of the Exchange are fair and reasonable to the
Thrift Plan from a financial point of view;

(iii) the Investment Manager shall have provided the written direction
to the trustees of the Thrift Plan contemplated under Section 2.2(b)(i);
and

(iv) Nothing shall have come to the attention of the Investment Manager
that causes it to conclude that its decision to exchange the Thrift Plan's
shares of Industries Common Stock for Micro Common Stock was not prudent or
in the best interest of the Thrift Plan participants and beneficiaries.

ARTICLE 6

CERTAIN AGREEMENTS; TAX MATTERS

SECTION 6.1. TAX REPRESENTATION OF THE HOLDERS. Each Holder hereby
represents and warrants to each Ingram Company as of the date hereof and as of
the Closing Date that there is no plan or intention by such Holder to sell,
exchange, transfer by gift or otherwise dispose of any of

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such Holder's stock in any of the Ingram Companies subsequent to the Exchange.

SECTION 6.2. TAX REPRESENTATION OF THE INGRAM COMPANIES. Each Ingram
Company represents and warrants to each Holder as of the date hereof and as of
the Closing Date that such Ingram Company has no plan or intention to liquidate,
merge or consolidate with any other Person, or to sell or otherwise dispose of
its assets other than in the ordinary course of business following the Closing.

SECTION 6.3. TAX COVENANT. Each Ingram Company covenants that, during
the two-year period following the Closing, it will not, and will not enter into
any agreement to, (i) liquidate, merge or consolidate with any other Person, or
sell, exchange, distribute or otherwise dispose of any material asset other than
in the ordinary course of business; (ii) redeem or reacquire any of its capital
stock transferred pursuant to this Agreement (except for the redemption of the
stock held by an employee or by the Thrift Plan on behalf of an employee upon
the employee's termination or death in accordance with the terms of an
applicable stock purchase agreement, Section 2.6 or Section 2.7(a)(ii) of the
Transfer Restrictions Agreement or the Thrift Plan Liquidity Agreement) or, in
the case of Industries, any of the Industries common stock outstanding as of the
Closing that is not transferred pursuant to this Agreement (except for the
redemption of the stock held by an employee upon such employee's termination or
death in accordance with the terms of an applicable stock purchase agreement);
(iii) cease to conduct the principal active trade or business conducted by it
during the five years immediately preceding the Closing; or (iv) otherwise take
any actions inconsistent with the facts and representations set forth in the Tax
Ruling; provided that such Ingram Company may take an action inconsistent with
any of the foregoing covenants if it first obtains an opinion from recognized
tax counsel acceptable to the other Ingram Companies, or a ruling from the
Internal Revenue Service, that such action will not affect the qualification of
the transactions contemplated by this Agreement for tax-free treatment under
Section 355 of the Internal Revenue Code of 1986, as amended.

SECTION 6.4. AGREEMENTS OF INVESTMENT MANAGER. (a) The Investment
Manager represents and warrants to each Holder as of the date hereof that it has
received written confirmation, attached hereto as Schedule 6.4, from HLH&Z that
HLH&Z will deliver the opinion contemplated pursuant to Section 5.5(ii),
provided that, immediately after the Closing, the Thrift Plan will own shares of
Micro Common

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<PAGE> 20
Stock representing not less than 9.1% (as adjusted to reflect rounding and any
sale of Micro Common Stock to the Chief Executive Officer of Micro) of all
shares of Micro Common Stock outstanding at such time.

(b) The Investment Manager hereby agrees to cooperate with the Ingram
Companies and HLH&Z in connection with obtaining the opinion from HLH&Z referred
to in Section 5.5(ii). The Investment Manager hereby further agrees to deliver
the written direction to the trustees of the Thrift Plan referred to in Section
2.2(b)(i) and 5.5(iii) promptly following receipt of such HLH&Z opinion.

(c) The Investment Manager hereby agrees (i) to deliver to the trustees
of the Thrift Plan the written direction contemplated pursuant to Section
2.2(b)(i), provided that the applicable conditions to the obligation of the
Thrift Plan set forth in Article 5 are satisfied or waived and (ii) to direct
the trustees of the Thrift Plan to enter into the Exchange Agreement on behalf
of the Thrift Plan.

SECTION 6.5. TRUE-UP. (a) Subject to Section 6.5(b), each Ingram
Company hereby agrees that, at or immediately prior to the Closing, the
Adjustment Amount (as defined below) shall be allocated 23.01% to Industries,
72.84% to Micro and 4.15% to Entertainment. Such allocation shall be made
through appropriate adjustments effected by way of dividends or capital
contributions to balance (A) the actual amount which each of Micro and
Entertainment and their respective Subsidiaries, and Industries and its
Subsidiaries (other than Micro, Entertainment and their respective
Subsidiaries), have contributed to the Adjustment Amount with (B) the respective
share of the Adjustment Amount to be allocated to each of them pursuant to the
foregoing sentence. As used herein, "ADJUSTMENT AMOUNT" shall mean the sum of
(i) consolidated net income as reported in Industries' unaudited interim
financial statements for the period (the "INITIAL ADJUSTMENT PERIOD") commencing
January 1, 1996 and ending (x) on the last day of the full accounting month
ended immediately prior to the Closing Date (if the Closing Date occurs later
than the 15th day of the month) or (y) the last day of the second full
accounting month ended prior to the Closing Date (if the Closing Date occurs on
or prior to the 15th day of the month) and (ii) the consolidated net income of
Industries, as projected by Industries, for the period commencing on the first
day following the end of the Initial Adjustment Period and ending on the last
day of the fiscal year, assuming for purposes of this clause (ii) that the
Closing does not occur during such fiscal year; provided that the Adjustment
Amount

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shall be determined without giving effect to (a) any net income or losses
related to IMS or IPSI (each, as defined in the Reorganization Agreement), (b)
the after-tax effect of the Industries LIFO provision for such period, (c) any
accrual for expenses related to the transactions contemplated hereby, by the
Related Agreements, by the Reorganization Agreement or by the Ancillary
Agreements (as defined in the Reorganization Agreement), (d) any non-cash
charges related to Micro's stock option plans or (e) any expenses referred to in
Section 7.12 of this Agreement; provided further that the Adjustment Amount
shall be increased or decreased by such other amounts as the Ingram Companies
may agree.

(b) Notwithstanding anything herein to the contrary, the parties agree
that, in consideration of distributions to Industries previously made by Micro
and Entertainment, no costs and expenses shall be allocated to, and no
liabilities or obligations shall be assumed or borne by, Micro or Entertainment
pursuant to Section 6.5(a) or Section 7.12 of this Agreement or pursuant to
Article 3 of the Reorganization Agreement, until the aggregate of such costs,
expenses, liabilities and obligations shall exceed $20,778,000, in the case of
Micro, or $1,160,000, in the case of Entertainment, in which event such
allocation or assumption shall be made only to the extent of such excess. To the
extent that the aggregate of such costs, expenses, liabilities and obligations
is less than $20,778,000 in the case of Micro, or $1,160,000 in the case of
Entertainment, Industries shall make a payment in the amount of such difference
to Micro or Entertainment, as the case may be.

SECTION 6.6. TERMINATION OF STOCK PURCHASE AGREEMENT OBLIGATIONS.
Industries and each Holder who is a party to a stock purchase agreement with
Industries hereby acknowledges that, effective upon the Closing hereunder, all
obligations of the other party to such stock purchase agreement will cease with
respect to all shares of Industries common stock of such Holder that are
exchanged for shares of Micro Common Stock or Entertainment Common Stock
pursuant to this Agreement.

SECTION 6.7. COOPERATION. Each Holder agrees to cooperate with Micro in
connection with the initial registered public offering of shares of Micro Common
Stock. Without limiting the generality of the foregoing, each Holder agrees to
execute and deliver such documents, certificates, agreements and other writings
(including without limitation any lock-up agreement requested by the
underwriters) and to take such other actions requested by

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Micro in connection with the consummation of such initial public offering.

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.

SECTION 7.2. ENTIRE AGREEMENT. This Agreement, the Board Representation
Agreement, the Related Agreements, the Reorganization Agreement and the
Ancillary Agreements (as defined in the Reorganization Agreement) constitute the
entire agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. This Agreement and such other
agreements supersede all prior agreements and understandings between the parties
hereto and thereto with respect to the subject matter hereof and thereof.

SECTION 7.3. NOTICES. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto shall
be in writing (including telecopier or similar writing) and shall be given to
such party at its address set forth on the signature pages hereof, or to such
other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
shall be on file with the Secretary of Industries. If notice is given pursuant
to this Section of a permitted successor or assign of a party to this Agreement,
then notice shall thereafter be given as set forth above to such successor or
assign of such party to this Agreement. Each such notice, request or other
communication shall be effective (i) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified on the signature pages hereof and
electronic or oral confirmation of receipt is received, (ii) if given by mail,
at the close of business on the third business day after such communication is
deposited in the mails with first class postage prepaid addressed as aforesaid
or (iii) if given by any other means, when delivered at the address specified in
this Section 7.3.

SECTION 7.4. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the

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laws of the State of Tennessee without regard to the conflicts of law rules of
such state.

SECTION 7.5. SEVERABILITY. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

SECTION 7.6. TERMINATION. This Agreement may be terminated at any time
prior to the Closing at the election of Industries or the holders of a majority
of the outstanding shares of Industries Common Stock for any reason or for no
reason without any liability to any Person.

SECTION 7.7. SUCCESSORS, ASSIGNS, TRANSFEREES. No Holder or Ingram
Company may assign or otherwise transfer any of its rights under this Agreement
without the consent of each Ingram Company. This Agreement is binding upon the
parties to this Agreement and their respective legal representatives, heirs,
devisees, legatees, beneficiaries and successors and permitted assigns and
inures to the benefit of the parties to this Agreement and their respective
permitted legal representatives, heirs, devisees, legatees, beneficiaries and
other permitted successors and assigns, if any. Neither this Agreement nor any
provision hereof shall be construed so as to confer any right or benefit upon
any Person other than the parties to this Agreement, those who agree to be bound
hereby and their respective permitted legal representatives, heirs, devisees,
legatees, beneficiaries and other permitted successors and assigns. References
to a party to this Agreement are also references to any permitted successor or
assign of such party and, when appropriate to effect the binding nature of this
Agreement for the benefit of another party, any other successor or assign of a
party.

SECTION 7.8. AMENDMENTS; WAIVERS. (a) No failure or delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

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(b) Neither this Agreement nor any term or provision hereof may be
amended or waived except by an instrument in writing:

(i) signed by (x) each of the Family Stockholders, (y) each Ingram
Company, following approval of such amendment or waiver by the Board of
Directors of such Ingram Company and (z) the Thrift Plan; provided that the
Thrift Plan is materially adversely affected by such amendment or waiver;
and

(ii) approved by the members of each Group which is materially
adversely affected by such amendment or waiver (an "AFFECTED GROUP");
provided that the approval referred to in this clause (ii) shall be deemed
to have been received with respect to any Affected Group (A) if Industries
has not received written notice of disapproval within ten business days
after effective delivery of the proposed amendment or waiver signed by (x)
the Holders of at least 66% of the shares of Industries Common Stock (other
than shares held by the Family Stockholders and the Thrift Plan) held by
all members of such Affected Group (other than the Family Stockholders and
the Thrift Plan) and (y) at least 66% of the members (other than the Family
Stockholders and the Thrift Plan) of each such Affected Group (the Persons
referred to in clause (x) and (y) above are hereinafter referred to as the
"REQUIRED HOLDERS"), or (B) if the amendment or waiver is signed by the
Holders of more than 33% of the shares of Industries Common Stock (other
than shares held by the Family Stockholders and the Thrift Plan) held by
the members of such Affected Group or by more than 33% of the members
(other than the Family Stockholders or the Thrift Plan) of such Affected
Group; provided further that for purposes of this clause (ii), the Micro
Group shall be divided into two Groups, the first of which shall include
the E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust, the Martha and
Bronson Ingram Foundation, the E. Bronson Ingram 1994 Charitable Lead
Annuity Trust (collectively, the "CHARITABLE TRUSTS AND FOUNDATION") and
the QTIP, and the second of which shall include all other members of the
Micro Group (other than the Family Stockholders and the Thrift Plan).

(c) Industries shall deliver prompt written notice to each other party
hereto of any amendment or waiver to this Agreement approved pursuant to this
Section .

20
<PAGE> 25
(d) Any Holder (other than an Ingram Stockholder, the QTIP, the
Charitable Trusts and Foundation or the Thrift Plan) who is materially adversely
affected by an amendment approved pursuant to this Section and who did not
execute such amendment pursuant to clause (b) above shall have the right to
withdraw as a party to this Agreement by written notice to Industries delivered
within 10 days following receipt of the notice described in clause (c) above, in
which event such Holder shall not participate in the Exchange and shall retain
its shares of Industries Common Stock.

SECTION 7.9. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original with the same effect as if
the signatures thereto and hereto were upon the same instrument.

SECTION 7.10. REMEDIES. The parties hereby acknowledge and agree that
in the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) in addition to any other remedy to
which the parties may be entitled, that the remedy of specific performance of
this Agreement is appropriate in any action in court.

SECTION 7.11. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Tennessee State Court or United
States Federal Court sitting in the Middle District of Tennessee over any suit,
action or proceeding arising out of or relating to this Agreement. Each party
hereto (other than any Ingram Company) hereby irrevocably appoints The
Corporation Trust Company as its authorized agent to accept and acknowledge on
its behalf service of any and all process which may be served in any such suit,
action or proceeding in any such court and represents and warrants that such
agent has accepted such appointment. Each party hereto consents to process being
served in any such suit, action or proceeding by serving a copy thereof upon the
agent for service of process, provided that to the extent lawful and possible,
written notice of such service shall also be mailed to such party. Each party
hereto waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section 7.11. Nothing in this paragraph shall affect or
limit any right to serve process in any manner permitted by law, to bring
proceedings in the courts of any jurisdiction or to enforce in any lawful

21
<PAGE> 26
manner a judgment obtained in one jurisdiction in any other jurisdiction.

SECTION 7.12. EXPENSES. (a) Subject to Section 6.5(b), all costs and
expenses of the Ingram Companies (i) incurred as a result of services provided
by third parties in connection with the preparation of this Agreement, the
Reorganization Agreement, the Ancillary Agreements (as defined in the
Reorganization Agreement) and the Related Agreements and the consummation of the
transactions contemplated hereby and thereby (including without limitation (x)
rating agency fees incurred in connection with the refinancings referred to in
Section 5.2(vi), (y) expenses incurred in connection with the Tax Ruling and (z)
fees charged by software vendors in connection with the transfer or replacement
(but not enhancement), directly as a result of the consummation of the
transactions contemplated hereby, of software packages currently used by the
Ingram Companies and related equipment costs) and (ii) incurred by the party
providing services pursuant to the Ancillary Agreements as a result of the
cessation of such services, shall be borne 23.01% by Industries, 72.84% by Micro
and 4.15% by Entertainment, except as otherwise specifically provided in this
Agreement, the Reorganization Agreement, any Ancillary Agreement or any Related
Agreement; provided that (A) all costs and expenses incurred in connection with
the initial public offering of Micro and the adoption and grant of awards under
the 1996 Equity Incentive Plan and 1996 Key Employee Stock Purchase Plan of
Micro shall be borne by Micro and (B) rating agency fees incurred in connection
with all financings (other than those referred to in Section 5.2(vi)) shall be
borne by the party undertaking such financing.

(b) All costs and expenses incurred by the parties to this Agreement
(other than the Ingram Companies) in connection with the preparation of this
Agreement, the Reorganization Agreement, the Ancillary Agreements and the
Related Agreements and the consummation of the transactions contemplated hereby
and thereby shall be borne by the party incurring such costs and expenses,
except as otherwise specifically provided herein or therein.

22
<PAGE> 27
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

INGRAM INDUSTRIES INC.

By____________________________________
Name:
Title:
Address: One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
Telecopy: (615) 298-8242

INGRAM MICRO INC.

By:___________________________________
Name:
Title:
Address: 1600 East Saint Andrew Place
Santa Ana, CA 92705
Telecopy: 714-566-7900

INGRAM ENTERTAINMENT INC.

By:___________________________________
Name:
Title:
Address: Two Ingram Blvd.
La Vergne, TN 37086
Telecopy: 615-287-4985

STATE STREET BANK & TRUST COMPANY

By:___________________________________
Name: Kelly Q. Driscoll
Title: Vice President
Address: Batterymarch Park III
3 Pinehill Drive
Quincy, MA 02169
Telecopy: 617-376-7313

23
<PAGE> 28
HOLDERS E. BRONSON INGRAM
Q-TIP MARITAL TRUST

By MARTHA R. INGRAM, ORRIN H. INGRAM,
JOHN R. INGRAM, DAVID B. INGRAM AND
ROBIN I. PATTON, as Co-Trustees

By:___________________________________
Name: Martha R. Ingram
Title: Co-Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

By:___________________________________
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

By:___________________________________
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

By:___________________________________
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By:___________________________________
Name: Robin I. Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

24
<PAGE> 29
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST

By MARTHA R. INGRAM, as Trustee

By___________________________________
Name: Martha R. Ingram
Title: Trustee
Address: 120 Hillwood Drive
Nashville, TN 37215

MARTHA AND BRONSON INGRAM FOUNDATION

By___________________________________
Name:
Title:
Address: c/o Ingram Industries Inc.
4440 Harding Road
Nashville, TN 37205
(615) 298-8200

E. BRONSON INGRAM 1994
CHARITABLE LEAD ANNUITY TRUST

By ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN B.
INGRAM PATTON, as Co-Trustees

By___________________________________
Name: Orrin H. Ingram
Title: Co-Trustee
Address: 1475 Moran Road
Franklin, TN 37069

By___________________________________
Name: John R. Ingram
Title: Co-Trustee
Address: 311 Jackson Boulevard
Nashville, TN 37205

25
<PAGE> 30
By___________________________________
Name: David B. Ingram
Title: Co-Trustee
Address: 4417 Tyne Boulevard
Nashville, TN 37215

By___________________________________
Name: Robin B. Ingram Patton
Title: Co-Trustee
Address: 1600 Chickering Road
Nashville, TN 37215

INGRAM THRIFT PLAN

By W.M. HEAD, R.E. CLAVERIE
AND T.H. LUNN, as Co-Trustees

By___________________________________
Name: William M. Head
Title: Co-Trustee
Address: 1229 Nichol Lane
Nashville, TN 37205

By___________________________________
Name: R.E. Claverie
Title: Co-Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

By___________________________________
Name: T.H. Lunn
Title: Co-Trustee
Address: 509 Sugartree Lane
Franklin, TN 37064

_____________________________________
Linwood A. Lacy, Jr.
2304 Cranborne Road
Midlothian, VA 23113

26
<PAGE> 31
LINWOOD A. LACY, JR.
1996 IRREVOCABLE TRUST DATED
MARCH 24, 1996

By NATIONSBANK, N.A, as Trustee

By___________________________________
Name:
Title:
Address: NationsBank, N.A.
Attention: Phil Rudder,
Vice President
12th and Main, 12th Floor
Richmond, VA 23261

______________________ ___________________________________
Spouse David W. Rutledge
34 Deerwood East
Irvine, CA 92714

_____________________ ___________________________________
Spouse Ronald K. Hardaway
2 Moss Glen
Irvine, CA 92715

___________________________________
Victoria L. Cotten
8 Medici
Aliso Viejo, CA 92656

___________________________________
David B. Ingram
4417 Tyne Boulevard
Nashville, TN 37215

DAVID AND SARAH INGRAM
FAMILY 1996 GENERATION SKIPPING TRUST

By THOMAS H. LUNN, as Trustee

By___________________________________
Name: Thomas H. Lunn
Title: 509 Sugartree Lane
Address: Franklin, TN 37064

27
<PAGE> 32
TRUST FOR THE BENEFIT OF DAVID BRONSON
INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, successor trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF DAVID BRONSON
INGRAM, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

28
<PAGE> 33
TRUST FOR THE BENEFIT OF DAVID B.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

DAVID B. INGRAM IRREVOCABLE TRUST
DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

1994 DAVID BRONSON INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

___________________________________
Thomas H. Lunn
509 Sugartree Lane
Franklin, TN 37064

29
<PAGE> 34
LUNN FAMILY PARTNERS, L.P.

By
as General Partner

By___________________________________
Name:
Title:
Address: 509 Sugartree Lane
Franklin, TN 37064

_____________________________________
Philip M. Pfeffer
836 Treemont Court
Nashville, TN 37220

PFEFFER FAMILY PARTNERS, L.P.

By
as General Partner

By___________________________________
Name:
Title:
Address: 836 Treemont Court
Nashville, TN 37220

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF JOHN-
LINDELL PHILIP PFEFFER

By EDWARD G. NELSON, as Trustee

By___________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

30
<PAGE> 35
___________________________________
John-Lindell Philip Pfeffer
Place Constantin Meunier F B.2
1180 Brussels
Belgium

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF DAVID
MAURICE PFEFFER

By EDWARD G. NELSON, as Trustee

By___________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF JAMES
HOWARD PFEFFER

By EDWARD G. NELSON, as Trustee

By___________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

___________________________________
Roy E. Claverie
6107 Hickory Valley Road
Nashville, TN 37205

31
<PAGE> 36
ROY E. CLAVERIE, JR.
1996 VESTED TRUST

By WILLIAM S. JONES, as Trustee

By___________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

ROY E. CLAVERIE, JR.
1996 GENERATION SKIPPING TRUST

By WILLIAM S. JONES, as Trustee

By___________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

KEITH J. CLAVERIE, JR.
1996 VESTED TRUST

By WILLIAM S. JONES, as Trustee

By___________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

KEITH J. CLAVERIE, JR.
1996 GENERATION SKIPPING TRUST

By WILLIAM S. JONES,as Trustee

By___________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

32
<PAGE> 37
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF KEITH
JOSEPH CLAVERIE

By EDWARD G. NELSON, as Trustee

By___________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN BRONSON AND MARTHA INGRAM,
GRANTORS, AND EDWARD G. NELSON,
TRUSTEE FOR THE BENEFIT OF ROY
EDWARD CLAVERIE, JR.

By EDWARD G. NELSON, as Trustee

By___________________________________
Name: Edward G. Nelson
Title: Trustee
Address: Nelson Capital Corp.
3401 West End Avenue
Nashville, TN 37203

___________________________________
Roy E. Claverie, Jr.
6107 Hickory Valley Road
Nashville, TN 37205

___________________________________
David F. Sampsell
420 Welshwood #47
Nashville, TN 37211

___________________________________
Steven J. Mason
1318 Chickering Road
Nashville, TN 37215

33
<PAGE> 38
THE DAVID C. MASON
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND MICHAEL G.
MASON, as Co-Trustees

By___________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By___________________________________
Name: Michael G. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

THE MICHAEL G. MASON
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND STEVEN J.
MASON, JR., as Co-Trustees

By___________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By___________________________________
Name: Steven J. Mason, Jr.
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

34
<PAGE> 39
THE STEVEN J. MASON, JR.
1996 GENERATION SKIPPING TRUST

By LINDA L. MASON AND DAVID C. MASON,
as Co-Trustees

By___________________________________
Name: Linda L. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

By___________________________________
Name: David C. Mason
Title: Co-Trustee
Address: 1318 Chickering Road
Nashville, TN 37215

___________________________________
Neil N. Diehl
6 Castle Rising
Nashville, TN 37215

___________________________________
W. Michael Head
1229 Nichol Lane
Nashville, TN 37205

___________________________________
David L. Hettinger
5010 Woodland Hills Drive
Nashville, TN 37211

___________________________________
Lavonna G. Russell
9549 Butler Drive
Brentwood, TN 37027

___________________________________
Michael F. Lovett
1013 Beech Grove Road
Brentwood, TN 37027

35
<PAGE> 40
___________________________________
William S. Jones
6015 Wellesley Way
Brentwood, TN 37027

___________________________________
James F. Neal
c/o Neal & Harwell
2000 One Nashville Place
150 Fourth Avenue, North
Nashville, TN 37219

___________________________________
Martha R. Ingram
120 Hillwood Drive
Nashville, TN 37215

___________________________________
Orrin H. Ingram, II
1475 Moran Road
Franklin, TN 37069

TRUST FOR THE BENEFIT OF ORRIN HENRY
INGRAM, II, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

36
<PAGE> 41
TRUST FOR THE BENEFIT OF ORRIN HENRY
INGRAM, II, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF ORRIN H.
INGRAM, II, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

ORRIN H. INGRAM IRREVOCABLE
TRUST DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as
Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

37
<PAGE> 42
1994 ORRIN HENRY INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

___________________________________
John R. Ingram
311 Jackson Boulevard
Nashville, TN 37205

THE JOHN AND STEPHANIE INGRAM
FAMILY 1996 GENERATION SKIPPING TRUST

By WILLIAM S. JONES, as Trustee

By___________________________________
Name: William S. Jones
Title: Trustee
Address: 6015 Wellesley Way
Brentwood, TN 37027

TRUST FOR THE BENEFIT OF JOHN
RIVERS INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

38
<PAGE> 43
TRUST FOR THE BENEFIT OF JOHN RIVERS
INGRAM, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF JOHN R.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

JOHN R. INGRAM IRREVOCABLE TRUST
DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

39
<PAGE> 44
1994 JOHN RIVERS INGRAM TRUST

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

___________________________________
Robin B. Ingram Patton
1600 Chickering Road
Nashville, TN 37215

TRUST FOR THE BENEFIT OF ROBIN
INGRAM, DATED OCTOBER 27, 1967

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

40
<PAGE> 45
TRUST FOR THE BENEFIT OF ROBIN
BIGELOW INGRAM, DATED JUNE 14, 1968

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

TRUST FOR THE BENEFIT OF ROBIN B.
INGRAM, DATED DECEMBER 22, 1975

By TRUSTMAN, AS NOMINEE FOR TRUST
COMPANY BANK, as Successor Trustee

By___________________________________
Name:
Title:
Address: Trust Company Bank
Trust Company of Georgia
Attn: Thomas A. Shanks, Jr.
Trust Company Tower
25 Park Place, 2nd Floor
Atlanta, GA 30303

ROBIN B. INGRAM IRREVOCABLE
TRUST DATED AUGUST 16, 1988

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

41
<PAGE> 46
1994 ROBIN INGRAM PATTON TRUST

By ROY E. CLAVERIE, as Trustee

By___________________________________
Name: Roy E. Claverie
Title: Trustee
Address: 6107 Hickory Valley Road
Nashville, TN 37205

___________________________________
Panjah B. Shah
1201 Parker Place
Brentwood, TN 37207-7002

___________________________________
S. Ray Taylor
3280 Central Valley Road
Murfreesboro, TN 37219

___________________________________
Jacob S. Sherman
215 Lauderdale Road
Nashville, TN 37205

___________________________________
Susan F. Flaster
144 September Drive
La Vergne, TN 37086

42
<PAGE> 47
ANNEX II

FAMILY STOCKHOLDERS

David B. Ingram

David and Sarah Ingram Family 1996 Generation Skipping Trust

Trust for the Benefit of David Bronson Ingram,
Dated October 27,1967

Trust for the Benefit of David Bronson Ingram,
Dated June 14, 1968

Trust for the Benefit of David B. Ingram,
Dated December 22, 1975

David B. Ingram Irrevocable Trust
Dated August 16, 1988

1994 David Bronson Ingram Trust

Martha R. Ingram

Orrin H. Ingram, II

Trust for the Benefit of Orrin Henry Ingram, II,
Dated October 27, 1967

Trust for the Benefit of Orrin Henry Ingram, II,
Dated June 14, 1968

Trust for the Benefit of Orrin H. Ingram, II,
Dated December 22, 1975

Orrin H. Ingram Irrevocable Trust
Dated August 16, 1988

1994 Orrin Henry Ingram Trust

John R. Ingram

John and Stephanie Ingram Family
1996 Generation Skipping Trust

Trust for the Benefit of John Rivers Ingram,
Dated October 27, 1967
<PAGE> 48
Trust for the Benefit of John Rivers Ingram,
Dated June 14, 1968

Trust for the Benefit of John R. Ingram,
Dated December 22, 1975

John R. Ingram Irrevocable Trust
Dated August 16, 1988

1994 John Rivers Ingram Trust

Robin B. Ingram Patton

Trust for the Benefit of Robin Ingram,
Dated October 27, 1967

Trust for the Benefit of Robin Bigelow Ingram,
Dated June 14, 1968

Trust for the Benefit of Robin B. Ingram,
Dated December 22, 1975

Robin B. Ingram Irrevocable Trust
Dated August 16, 1988

1994 Robin Ingram Patton Trust

<PAGE> 1
Exhibit 10.22

August 26, 1996

Mr. Jerre L. Stead
2407 Oakmont Court
Oakton, VA 22124

Dear Jerre:

The Search Committee of the Ingram Micro Board of Directors appreciates very
much your interest in the position of Chairman and Chief Executive Officer of
Ingram Micro. The Committee thinks the following plan (which is mostly in line
with your innovative initial thoughts) is exciting and very fair:

1. You will maintain your residence in Scottsdale, Arizona. Ingram Micro will
provide a company-owned house (the townhouse in Corona del Mar or a place of
equivalent value) and a reasonable corporate vehicle while you are employed by
Ingram Micro. You will not be reimbursed for any relocation expenses. Bill
Jones, the Assistant Vice President for Taxes at Ingram Industries, will work
with you and your tax advisor to make this as tax efficient as possible.

2. You have asked for lifetime healthcare for you and your spouse. Ingram Micro
agrees to purchase lifetime insurance protection with an individual $2 million
cap.

3. You have asked for personal indemnification for any actions arising from
Ingram Micro's business or associates before you joined the Company. Ingram
Micro's certificate of incorporation currently provides for indemnification of
directors and officers. If this is not sufficient for your purposes, we will
negotiate a mutually acceptable separate indemnification agreement with you.
<PAGE> 2
Mr. Jerre L. Stead
Page 2
August 26, 1996

4. You have asked to have a limited ability to transfer some of your options to
trusts for your children and spouse. Ingram Micro will work with you however
reasonably possible to accomplish these goals.

5. You agree to limit outside Board of Director participation to three boards.
This does not include the Center of Ethics and Values at Northwestern where you
will continue your current active role.

6. You agree to take no salary, bonus, or other cash compensation during the
vesting period of your options.

7. Effective on the date of Ingram Micro's IPO, you will be awarded options to
purchase 3,600,000 shares of Ingram Micro Class A Common Stock. Of these
options, 400,000 will vest immediately upon being awarded and 1,600,000 will
vest as follows, subject to your continued employment with the Company (except
as hereinafter described):

400,000 on April 1, 1998
400,000 on April 1, 1999
400,000 on April 1, 2000
400,000 on April 1, 2001

The remaining 1,600,000 options will be "performance" (cliff vesting) options.
The Company's current plan is to grant other members of senior management
performance options exercisable at the IPO price, 50% of which can be exercised
at such time as the closing stock price has been at $35 or higher on the
beginning and ending days of a 90 day period during which the average closing
price has been at $35 or higher (but not sooner than April 1, 1998), and the
remaining 50% of which can be exercised when the foregoing criteria is met at
$45 per share, and all of which will vest in any event at the end of nine years.
We would like your performance criteria to be the same as the rest of senior
management's. You have indicated that there are better ways to structure these
performance options. As Chairman and Chief Executive Officer of the Company, it
would be your responsibility to propose an alternative structure to the Board of
Directors for its consideration.

8. With respect to the above stock option award, there are several other
specific points. The first is that this is a one-time award. The Board has no
further
<PAGE> 3
Mr. Jerre L. Stead
Page 3
August 26, 1996

obligation to provide compensation during your tenure. The second relates to the
option exercise price per share which will be the IPO price. In the event that
the IPO price is higher than $14 per share Ingram Micro agrees to compensate you
for the difference on all the options, in a mutually agreeable manner. We have
discussed the possibility of using a life insurance policy to accomplish this
and will explore this further with you and your advisors. If a suitable
structure cannot be constructed using life insurance, we will explore other
arrangements. The third is that the maximum number of options possible will
receive ISO tax treatment.

9. If you become permanently disabled or die while in the position of Chairman
and Chief Executive Officer, you (or your estate) will keep all options vested
at that time. In addition, the vesting of the next two tranches of the 1,600,000
option award scheduled to vest will be accelerated to that date. As a practical
example, if the IPO occurs on October 1, 1996 and you die or become disabled on
December 1, 1996, you (or your estate) will have the 400,000 options which will
vest immediately upon award on the IPO date as well as the 800,000 options which
would otherwise have vested on April 1, 1998 and April 1, 1999.

10, If your employment with Ingram Micro terminates for any reason other than
for cause, the Board will permit you to exercise any vested options for a
two-year period from the date you leave Ingram Micro, but not later than March
31, 2004 for the non-performance options and not later than March 31, 2006 for
the performance options.

11. In order to protect your family, the Company will purchase, or at your
option reimburse you for, a term life insurance policy on your life with a
beneficiary of your choosing, to be effective on the commencement date of your
employment and continuing through the date of the IPO. The amount of the policy
will be $8,000,000 if the policy is acquired in a manner that will make the
proceeds taxable to your estate and $5,000,000 if the proceeds would not be
taxable to your estate.

Jerre, the above represents Ingram Micro's best efforts to reach a mutually
agreeable package for the position of Chairman and Chief Executive Officer. If
the above is agreeable, please sign below.

Sincerely,
<PAGE> 4
Mr. Jerre L. Stead
Page 4
August 26, 1996

Martha R. Ingram
Chairman of the Board
Ingram Micro Inc.

Signed and agreed this 26th day of August, 1996.

_____________________________
Jerre L. Stead

<PAGE> 1

EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 (333-08453) of our report dated February 29,
1996, except as to Note 12 which is dated as of September 9, 1996, relating to
the financial statements of Ingram Micro Inc., which appears in such Prospectus.
We also consent to the application of such report to the Financial Statement
Schedules for the three years ended December 30, 1995 listed under Item 16(b) of
this Registration Statement when such schedules are read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also included these schedules. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Nashville, Tennessee

September 9, 1996