Notice of Withdrawal – Of Exercise of Put Option Under Indenture – Tech Data Corp.

NOTICE OF WITHDRAWAL

2.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026

ISSUED BY

TECH DATA CORPORATION

CUSIP Numbers: 878237AE6

All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company Notice, dated November 16, 2011, and the
accompanying Letter of Transmittal and Purchase Notice (the “Purchase Notice”),
of Tech Data Corporation, a corporation duly organized and existing under the
laws of the State of Florida (the “Company”), relating to the purchase by the
Company, at the option of the holders thereof, of the Company153s 2.75%
Convertible Senior Debentures due 2026 (the “Debentures”) at a purchase price
(the “Purchase Price”) equal to $1,000 per $1,000 principal amount, plus any
accrued and unpaid interest, up to, but excluding, December 15, 2011, subject to
the conditions set forth in the Indenture and the Debentures.

A Purchase Notice may be withdrawn, for some or all of the Debentures for
which such Purchase Notice has been delivered, if the registered holder delivers
and the Depositary receives this completed and signed Notice of Withdrawal
before midnight, New York City time, on December 14, 2011.

This Notice of Withdrawal is to be completed by registered holders of
Debentures desiring to withdraw a Purchase Notice, for some or all of the
Debentures for which a Holder has previously exercised the Put Option, if (i)
the Put Option has been exercised by delivering a Purchase Notice to the
Depositary, or (ii) delivery of such Debentures has been previously made by
book-entry transfer to the Depositary153s account at The Depository Trust Company
(“DTC”) pursuant to the book-entry transfer procedures described under the
caption “Procedures to be Followed by Holders Electing to Exercise the Put
Option” in the Company Notice.

HOLDERS WHO EXERCISED THE PUT OPTION AND DELIVERED THEIR DEBENTURES
TO THE DEPOSITARY THROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”) SHOULD
ELECTRONICALLY TRANSMIT THEIR WITHDRAWAL THROUGH DTC153S ATOP SYSTEM, SUBJECT TO
THE TERMS AND PROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR WITHDRAWAL
THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT TIME FOR COMPLETION OF THE ATOP
PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC.

The Paying Agent is U.S. Bank National Association. The address of the Paying
Agent is:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107-2292

Telephone: (800) 934-6802

The Depositary is Global Bondholder Services Corporation. The address of the
Depositary is:

Global Bondholder Services Corporation

65 Broadway : Suite 404

New York, New York 10006

Attention: Corporate Actions

Telephone: (866) 794-2200

Fax: (212) 430-3775 or (212) 430-3779

Additional copies of this Notice of Withdrawal may be obtained from Global
Bondholder Services Corporation (the “Information Agent”). The address of the
Information Agent is:

Global Bondholder Services Corporation

65 Broadway : Suite 404

New York, New York 10006

Attention: Corporate Actions

Telephone: (866) 794-2200

Fax: (212) 430-3775 or (212) 430-3779

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Ladies and Gentlemen:

The undersigned hereby withdraws the undersigned153s previously delivered
Purchase Notice for the Debentures described below.

The undersigned understands that the withdrawal of a Purchase Notice that has
been previously delivered, effected by this Notice of Withdrawal, may not be
rescinded and that such Purchase Notice will no longer be deemed to be validly
delivered for purposes of exercising the Put Option. The Put Option for
Debentures for which a Purchase Notice has been withdrawn may be re-exercised
only by following the procedures for exercising the Put Option set forth in the
Company Notice and in the accompanying Purchase Notice.

All authority conferred or agreed to be conferred in this Notice of
Withdrawal shall not be affected by and shall survive the death or incapacity of
the undersigned, and any obligations of the undersigned under this Notice of
Withdrawal shall be binding upon the heirs, personal and legal representatives,
trustees in bankruptcy, successors and assigns of the undersigned.

* * *

DESCRIPTION OF DEBENTURES FOR WHICH THE PURCHASE
NOTICE IS WITHDRAWN

Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Debentures) (1)		Certificate Number(s) (2)		Principal Amount Represented by Debentures		Principal Amount for which the Purchase Notice is Withdrawn (3)

Total Principal Amount for which the Purchase Notice
is Withdrawn

Total Principal Amount, if any, which Remains Subject
to the Purchase Notice

and which Has Been or Shall Be Delivered for Purchase
by the Company

(1)

Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Debentures and the Depositary153s record of registered holders or, if the Put Option is exercised by a DTC participant, exactly as such participant153s name(s) and address(es) appear(s) on the security position listing of DTC.

(2)	Need not be completed if the Debentures were delivered by book-entry transfer.

(3)	Unless otherwise specified, the Purchase Notice will be deemed to have been withdrawn for the entire principal amount evidenced by such Debentures.

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METHOD OF DELIVERY

¨	CHECK HERE IF DEBENTURES WERE PHYSICALLY DELIVERED TO THE DEPOSITARY.

¨	CHECK HERE IF DEBENTURES WERE DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING:

Name of Delivering Institution:

Address:

Telephone:						Facsimile:

Contact Person:						Date Delivered:

DTC Account Number:						Transaction Code Number:

¨	CHECK HERE IF DEBENTURES WERE NOT DELIVERED TO THE DEPOSITARY. A HOLDER WHO CHECKS THIS BOX EXERCISED THE PUT OPTION BY DELIVERING THE PURCHASE NOTICE WITHOUT SIMULTANEOUSLY DELIVERING THE DEBENTURES TO THE DEPOSITARY.

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SIGN HERE

(To Be Completed by All Registered Holders of Debentures
Subject to this Notice of Withdrawal)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Debentures or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Debentures by documents transmitted with this
Notice of Withdrawal. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer153s full title.

(Signature(s) of Holder(s) or Authorized Signatory)

Date: , 2011
Name(s):
(Please Print)

Capacity (full title):

Address:
(Include Zip Code)

Area Code(s) and Telephone Number(s):

GUARANTEE OF SIGNATURE(S)

(Required if Certificates Have Been Delivered or Otherwise
Identified to the Depositary)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:
Date: , 2011

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