Compensation Policy – Board of Directors – Ingram Micro Inc.

1.

Compensation:

Each Director will receive an annual award of cash and equity-based
compensation for each calendar year of service.

The mix of cash and equity-based compensation for the calendar year in which
services are provided must be elected by each Director and such election must be
received by the Corporation prior to December 31 of the prior calendar year or
within 30 days of initial appointment or election to the Board, as the case may
be, based on the procedures outlined below.

Each election must be made by filing an election form with the General
Counsel of the Corporation on such form as adopted by the Corporation from time
to time.

If a Director does not file an election form with respect to a calendar year
by the specified date, the Director will be deemed to have elected to receive
the compensation in the manner elected by the Director in his or her last valid
election, or if there had been no prior election, will be deemed to have elected
to receive the eligible compensation in the form of non-qualified stock options.

When an election is made with respect to a calendar year, the Director may
not revoke or change that election with respect to such calendar year.

The mix of cash and equity-based compensation is subject to the following
assumptions and restrictions:

(a)

Cash Retainer. For cash selected by the Director as a
component of annual compensation (the “Cash
Retainer“), the amount selected will be subject to the following:

(1)

Maximum Amount. The maximum amount of the Cash Retainer that
may be selected annually is as follows:

$80,000 for Directors other than Audit Committee members, Committee chairs
and the Non-Executive Chairman of the Board (“NEC“);

$85,000 for Audit Committee members (other than a Committee chair);

$110,000 for the Audit Committee chair;

$105,000 for the Human Resources Committee chair (subject to an additional
$5,000 if also a member of the Audit Committee);

$100,000 for the Governance Committee chair (subject to an additional $5,000
if also a member of the Audit Committee);

$90,000 for the Executive Committee chair (subject to an additional $5,000 if
also a member of the Audit Committee); and

$170,000 for the NEC.

(2)

Minimum Amount. Audit Committee members and Committee chairs
must select a minimum amount of the Cash Retainer annually, as follows:

$5,000 for Audit Committee members (other than a Committee chair);

$30,000 for the Audit Committee chair;

$25,000 for the Human Resources Committee chair (subject to an additional
$5,000 if also a member of the Audit Committee);

$20,000 for the Governance Committee chair (subject to an additional $5,000
if also a member of the Audit Committee); and

$10,000 for the Executive Committee chair (subject to an additional $5,000 if
also a member of the Audit Committee).

(3)

Payment of Cash Retainer. Subject to Section 1(e)(1) below,
the Cash Retainer will be paid at a rate of one-twelfth of the amount selected
by the Director per month, on a quarterly basis, in arrears, following the close
of each calendar quarter, except that payment of such Cash Retainer for the
fiscal fourth quarter shall be made no later than December 31 of such quarter.

(b)

Equity-Based Compensation:

Equity-based compensation payable with regard to shares of the Corporation153s
common stock (the “Shares“) must be selected by the
Director as a component of annual compensation.

The equity-based compensation must have an annual value of at least $130,000
for Directors other than the NEC, and $260,000 for the NEC, and may consist of
stock options, restricted stock, restricted stock units or a combination
thereof, and are subject to the following terms and conditions:

(1)

Stock Options. Non-qualified stock options will be granted
on the first trading day of January of each calendar year.

The number of options to be granted will be based on a Black-Scholes
calculation or other valuation method as may be adopted by the Corporation from
time to time.

The per share exercise price of the Shares to be issued upon exercise of an
option shall be 100% of the closing price of a Share on the New York Stock
Exchange on the date of grant.

The options shall (i) vest with respect to one-twelfth of the Shares
underlying such options on the last day of each month during the calendar year
in which the award was made, and (ii) have a term of ten years.

Other option provisions will be as specified in the applicable grant
agreements.

(2)

Restricted Stock and Restricted Stock Units. Restricted
stock and restricted stock units will be granted on the first trading day of
January each calendar year.

The number of restricted shares/units to be granted will be determined based
on the dollar amount selected by the Director divided by the closing price of a
Share on the New York Stock Exchange on the date of grant rounded up to the next
whole share.

Restrictions on disposition of such restricted shares/units shall lapse on
December 31 of the calendar year in which the award was made.

Payment of restricted stock units will be in the form of Shares at the time
of vesting (unless deferred under Section 1(e)(2) below), and other provisions
will be as specified in the applicable restricted shares/units agreements.

(c)

Aggregate Limit on Cash Retainer and Equity-Based
Compensation. The aggregate amount of the annual Cash Retainer and the
value of the annual equity-based compensation selected by the Director may not
exceed the following amounts:

$210,000 for Directors other than Audit Committee members, Committee chairs
and the NEC;

$215,000 for Audit Committee members (other than a Committee chair);

$240,000 for the Audit Committee chair;

$235,000 for the Human Resources Committee chair (subject to an additional
$5,000 if also a member of the Audit Committee);

$230,000 for the Governance Committee chair (subject to an additional $5,000
if also a member of the Audit Committee);

$220,000 for the Executive Committee chair (subject to an additional $5,000
if also a member of the Audit Committee); and

$430,000 for the NEC.

(d)

Partial Years of Service:

(1)

If the Director is newly appointed or elected during a calendar year such
that the Director will serve a partial year, the annual cash and equity-based
compensation selected by the Director will be prorated during the calendar year
using the number of months remaining to be served within the initial calendar
year of Board service, divided by 12, commencing with the month that the
Director is first appointed or elected to the Board. Equity-based compensation
will be granted on the first trading day of the month following the appointment
or election to the Board. Stock options will vest proportionately on the last
day of each month during the calendar year in which the award was made.
Restrictions on the disposition of restricted stock and restricted stock units
will lapse on December 31 of the calendar year in which the award was made
(except as otherwise provided with respect to restricted stock units that are
deferred pursuant to Section 1(e)(2) below).

(2)

If the Director153s service on the Board ends during a calendar year such that
the Director will serve a partial year, the annual cash and equity-based
compensation selected by the Non-Executive Director will be prorated using the
number of months of service on the Board during the calendar year, divided by
12, including the month that he or she ceases to serve on the Board. Any
unvested stock options shall cease to vest effective immediately following the
last month of service on the Board. Any vested options shall be exercisable for
a period of five years following the date of conclusion of service on the Board,
unless they expire earlier. Restricted stock/units will be prorated using the
number of months served on the Board during the calendar year as the numerator,
divided by 12. Restrictions on the disposition of restricted stock and
restricted stock units will lapse on the last day of the month of the Director153s
service on the Board (except as otherwise provided with respect to restricted
stock units that are deferred pursuant to Section 1(e)(2) below).

(3)

If a member of the Audit Committee or a Committee chair is appointed to the
applicable Committee during the calendar year of service (i.e., between January
and December) he or she will be eligible to receive the additional Cash Retainer
for serving in such position at a rate of one-twelfth of such amount per month
commencing with the month in which the appointment takes effect. Similarly, if a
member of the Audit Committee or a Committee chair relinquishes his or her
position during the calendar year, he or she will cease to receive the
additional Cash Retainer for serving in such position on the last day of the
month in which he or she ceases to serve as a member of the Audit Committee or
chair to a Committee, respectively.

(e)

Deferral Elections:

(1)

Cash Retainer. The Director may elect to defer any Cash
Retainer payable with respect to a calendar year of service in accordance with
the Ingram Micro Inc. Board of Directors Deferred Compensation Plan, as in
effect from time to time, a copy of which is attached hereto as Exhibit
A.

(2)

Restricted Stock Units. The Director may elect to defer
settlement of Shares payable with respect to any restricted stock units that
will be granted to the Director with respect to a calendar year of service,
subject to the terms and

conditions set forth in this Section 1(e)(2), the restricted stock unit
deferral election form as adopted by the Corporation from time to time, and
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code“) and the regulations thereunder.

(A)

The Director may elect to defer settlement of 100% of the restricted stock
units that the Director elected to receive with respect to a calendar year of
service pursuant to Section 1(b) above (and which are otherwise scheduled to
vest as of the end of such calendar year) by filing a completed restricted stock
unit deferral election form with the General Counsel of the Corporation. The
Director must file the deferral election form no later than December 31 of the
prior calendar year for the calendar year in which service is to be provided;
provided however, that if the Director is newly appointed or elected to the
Board during a calendar year, the Director may elect to defer settlement of
restricted stock units within 30 days of initial appointment or election to the
Board with respect to restricted stock units that relate to service performed
after the election in accordance with Treasury Regulation Section
1.409A-2(a)(7). When a deferral election is made with respect to a calendar
year, the Director may not revoke or change that election with respect to such
calendar year. The Director must irrevocably elect the specified date(s) and
increment(s) with respect to which the Director will receive the Shares
associated with the settlement of the restricted stock units that the Director
has elected to defer (the “Settlement Date“) as
provided under the deferral election form in accordance with such form. In the
event that the Director fails to elect a Settlement Date, settlement of the
restricted stock units will occur on the date of the Director153s “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and
Treasury Regulation Section 1.409A-1(h)) (a “Separation from
Service“). All deferral elections shall be made in accordance with
rules and procedures established by the Corporation as determined in accordance
with Treasury Regulation Section 1.409A-2(a).

(B)

The Director shall receive payment of the Shares on the Settlement Date(s)
elected by the Director (or the date of the Director153s Separation from Service
in the event that the Director fails to elect a Settlement Date) pursuant to the
deferral election form as described in paragraph (A) above.

2.

Expense Reimbursements. The Director will be reimbursed for
travel, lodging and meal expenses incurred to attend Board and Committee
meetings and to perform his or her duties as a Director in accordance with the
Corporation153s plans or policies as in effect from time to time. To the extent
that any such reimbursements are deemed to constitute compensation to the
Director, such amounts shall be reimbursed no later than December 31 of the year
following the year in which the expense was incurred. The amount of any expense
reimbursements that constitute compensation in one year shall not affect the
amount of expense reimbursements constituting compensation that are eligible for
reimbursement in any subsequent year, and the Director153s right to such
reimbursement of any such expenses shall not be subject to liquidation or
exchange for any other benefit.

3.

Ownership Requirement. Each director is required to achieve
and maintain ownership of shares of our common stock with an aggregate value
(market price multiplied by the number of shares) equal to three times the
maximum amount of cash retainer that may be selected by each member of the Board
in their capacity as Board members under the Company153s Compensation Policy for
Members of the Board of Directors (not taking into account additional cash
compensation for other special roles on the Board such as being the Chairman of
the Board, a Committee chair or being a member of a specific Board Committee)
beginning five years from the date of his or her election to the Board. For the
avoidance of doubt, vested stock options held by the Board member which are not
exercised are not considered for purposes of director equity ownership; however,
vested restricted stock units which have been deferred until after a Board
member153s retirement from the Board are included for purposes of director equity
ownership.

4.

Section 409A. To the extent applicable, this Policy and all
election forms and all other instruments evidencing amounts subject to the
Policy shall be interpreted in accordance with Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued
thereunder. Notwithstanding any provision of the Policy, any election form or
any other instrument evidencing amounts subject to the Policy to the contrary,
in the event that the Corporation determines that any amounts subject to the
Policy may not be either exempt from or compliant with Section 409A of the Code,
the Corporation may in its sole discretion adopt such amendments to the Policy,
any election form and any other instruments relating to the Policy, or adopt
other policies and procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions, that the Corporation
determines are necessary or appropriate to (i) exempt such amounts from Section
409A of the Code and/or preserve the intended tax treatment of such amounts, or
(ii) comply with the requirements of Section 409A of the Code and related
Department of Treasury guidance; provided, however, that this
Section 4 shall not create any obligation on the part of the Corporation to
adopt any such amendment, policy or procedure or take any such other action.