8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

February 21, 2007

INGRAM MICRO INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation
or organization) 1-12203
(Commission File
Number) 62-1644402
(I.R.S. Employer
Identification No.)

1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (714) 566-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors on Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2007, our Board of Directors elected Leslie Stone Heisz to serve as an independent director, expanding the Board to 13 members. Ms. Heisz’s election as a member of our Board as well as a member of each of the Board’s Audit and Executive and Finance Committees is effective as of March 1, 2007. A copy of the press release on Ms. Heisz’s election to our Board as well as her background is attached hereto as Exhibit 99.1, the text of which is incorporated by reference herein. This press release is not deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing, or to form a part of our public disclosure in the United States or otherwise.

Ms. Heisz will receive compensation as a non-executive Board member pursuant to the Compensation Plan for Non-Executive Members of the Board of Directors (the “Plan”). Under the Plan, each non-executive Board member receives an annual award of cash and equity-based compensation for each calendar year of service. The mix of cash and equity-based compensation must be selected by each Board member prior to January 1 of each calendar year or within 30 days of initial appointment or election to the Board, as the case may be, based on the procedures outlined in the Plan. Under the Plan, equity-based compensation will be granted to Ms. Heisz on the first trading day of the month following her election to the Board. A copy of the Plan is attached hereto as Exhibit 99.2, the text of which is incorporated by reference herein.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 21, 2007, our Board of Directors amended our Bylaws to increase the maximum number of Directors from twelve to thirteen (in connection with the election of Ms. Heisz as a new member of the Board), and to clarify that the duties and responsibilities of the Executive and Finance, Governance, Human Resources and Audit Committees are governed pursuant to Charters of these Committees as may be amended from time to time, but in conformity with SEC and NYSE requirements. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2, the text of which is incorporated by reference herein.

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Item 9.01   Financial Statements and Exhibits.

Exhibit No.	Description
3.2	Amended and Restated Bylaws, dated February 21, 2007
99.1	Press Release dated February 21, 2007
99.2	Compensation Plan for Non-Executive Members of the Board of Directors
99.3	Compensation Agreement -- Form of Board of Directors Compensation Election Form (Chairman of the Board)
99.4	Compensation Agreement -- Form of Board of Directors Compensation Election Form (Audit Committee Chair)
99.5	Compensation Agreement -- Form of Board of Directors Compensation Election Form (Non-Audit Committee Chair)
99.6	Compensation Agreement -- Form of Board of Directors Compensation Election Form (Non-Chair Member)
99.7	Compensation Agreement -- Form of Board of Directors Restricted Stock Units Deferral Election Agreement (Chairman of the Board)
99.8	Compensation Agreement -- Form of Board of Directors Restricted Stock Units Deferral Election Agreement (Non-Chairman of the Board)
99.9	Compensation Agreement -- Form of Board of Directors Compensation Cash Deferral Election Form

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INGRAM MICRO INC.
By:	/s/ Larry C. Boyd
	Name:	Larry C. Boyd
	Title:	Senior Vice President, Secretary and General Counsel

Date: February 21, 2007

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EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS OF

INGRAM MICRO INC.

(as of February 21, 2007)

* * * * *

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

     Section 3. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the chief executive officer in the absence of a designation by the Board of Directors).

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held to elect the Board of Directors and transact such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special meetings of stockholders may be called by the Board of Directors or the chairman of the Board of Directors and shall be called by the secretary at the request in writing of stockholders having at least ten percent of the outstanding voting power of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

     Section 4. Notice of Meetings and Adjourned Meetings; Waivers of Notice.

     (a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. Business transacted at

any special meeting of stockholders shall be limited to the purposes stated in the notice. Unless these Bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that if the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

     (b) A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     Section 5. Quorum. Unless otherwise provided under the certificate of incorporation or these Bylaws and subject to Delaware Law, 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 the transaction of business at any meeting of the stockholders; provided that in the case of any vote to be taken by classes, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class shall constitute a quorum for the transaction of business by such class.

     Section 6. Voting.

     (a) Unless otherwise provided by Delaware Law or by the certificate of incorporation, each stockholder of record of any class or series of capital stock of the Corporation shall be entitled to such number of votes for each share of such stock as may be fixed in the certificate of incorporation or in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such stock.

     (b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

     (c) Unless otherwise provided by Delaware Law, the certificate of incorporation or these Bylaws, the affirmative vote of shares of capital stock of the Corporation representing a majority of the outstanding voting power of the Corporation present, in person or by proxy, at a meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders.

     Section 7. Action by Consent.

     (a) Unless otherwise provided in the certificate of incorporation, any action required to be taken at any special meeting of stockholders, or any action which may be taken at any special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the

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corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     (b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation in the manner required by this Section 7 of Article II and Delaware Law, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

     Section 8. Organization. At each meeting of stockholders, the chairman of the Board of Directors, if one shall have been elected (or in his absence or if one shall not have been elected, the chief executive officer), shall act as chairman of the meeting. The secretary (or in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

     Section 9. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

     Section 1. General Powers. Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Each member of the Board of Directors, and all committees of the Board of Directors, shall have at all times full access to the books and records of the Corporation and all minutes of stockholder, Board of Directors and committee meetings, proceedings and actions. Each member of the Board of Directors shall have the right to add items to any agenda for a meeting of the Board of Directors.

     Section 2. Number, Election and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors but shall in no event be less than eight nor more than thirteen. The Board of Directors may be expanded up to thirteen members, in accordance with Delaware Law and the certificate of incorporation, by the affirmative vote of a majority of directors. Directors shall be nominated by a majority of the Governance Committee. Any vacancy created by the death, disability, resignation or removal of any director shall be filled pursuant to Section 12 of this Article III. Except as provided in this Section 2 or Section 12 of this Article III, directors shall be elected at annual meetings of the stockholders in accordance with the schedule set forth in Article Eighth(c) of the Corporation’s certificate of incorporation and in accordance with Delaware Law, and each director so elected shall hold office for a term as set forth in Article Eighth(c) of the Corporation’s certificate of incorporation.

Section 3. Quorum and Manner of Acting.

     (a) Unless the certificate of incorporation or these Bylaws require a greater number, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the entire Board of Directors shall be the act of the Board of Directors.

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     (b) When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 4. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the chief executive officer in the absence of a determination by the Board of Directors).

     Section 5. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders and, if practicable, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

     Section 6. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the chief executive officer and shall be called by the secretary on the written request of three directors. Notice of special meetings of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.

     Section 8. Committees.

     (a) The Board of Directors shall have at least four committees with the designations, qualifications, powers and composition set forth in this Section 8 of Article III, which four committees shall be: (i) an Executive and Finance Committee, (ii) a Governance Committee, (iii) a Human Resources Committee, and (iv) an Audit Committee. Unless the certificates of incorporation or these Bylaws require a greater number, a majority of the members of the respective committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the entire number of directors that constitute any such committee shall be the act of the respective committee. The composition of each committee shall comply with all applicable requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which shares of the Corporation’s common stock are listed or quoted.

     (b) The Executive and Finance Committee shall consist of three or more directors. During the period of time between each regularly scheduled meeting of the Board of Directors, management decisions requiring the immediate attention of the Board of Directors may be made with the approval of a majority of the members of the Executive and Finance Committee; provided, however, that the Executive and Finance Committee shall not have the authority to approve any of the following items, all of which require the approval of the Board of Directors: (i) any action that would require approval of a majority of the outstanding voting power held by the stockholders entitled to vote thereon at any annual or special

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meeting under applicable law or under the certificate of incorporation or Bylaws of the Corporation (provided, however, that subject to applicable law, the Board of Directors shall be entitled to delegate to the Executive and Finance Committee the authority to negotiate and finalize actions, the general terms of which have been approved by the Board of Directors); (ii) any acquisition with a total aggregate consideration in excess of 2% of the Corporation’s stockholders’ equity calculated in accordance with generally accepted accounting principles for the most recent fiscal quarter for which financial information is available (after taking into account the amount of any indebtedness to be assumed or discharged by the Corporation or any of its subsidiaries and any amounts required to be contributed, invested or borrowed by the Corporation or any of its subsidiaries); (iii) any action outside of the ordinary course of business of the Corporation; or (iv) any other action involving a material shift in policy or business strategy for the Corporation. In addition to the provisions hereof, the provisions of the Corporation’s Executive and Finance Committee Charter, as in effect from time to time, shall govern the duties and responsibilities of the Executive and Finance Committee. The Charter shall comply with all applicable requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which shares of the Corporation’s common stock are listed or quoted.

     (c) The Governance Committee shall consist of three or more directors and shall have the duties and responsibilities as set forth herein these Bylaws and in the provisions of the Corporation’s Governance Committee Charter, as in effect from time to time, which Charter shall comply with all applicable requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which shares of the Corporation’s common stock are listed or quoted.

     (d) The Human Resources Committee shall consist of three or more directors. The Human Resources Committee shall have the duties and responsibilities as set forth in the Corporation’s Human Resources Committee Charter, as in effect from time to time, which Charter shall comply with all applicable requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which shares of the Corporation’s common stock are listed or quoted.

     (e) The Audit Committee shall consist of three or more directors. The Audit Committee shall have the duties and responsibilities as set forth in the Corporation’s Audit Committee Charter, as in effect from time to time, which Charter shall comply with all applicable requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which shares of the Corporation’s common stock are listed or quoted,.

     (f) No committee of the Board of Directors shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the Bylaws of the Corporation, or authorizing any action required pursuant to these Bylaws to be authorized or approved by a majority of the entire Board of Directors; and unless the resolution of the Board of Directors, the certificate of incorporation or these Bylaws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock by the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

     (g) The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more additional committees, each such committee to consist of one or more directors of the Corporation. Any such additional committee, to the extent provided in the resolution of the Board of Directors and subject to Section 8(f) of this Article III, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require

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it. Notwithstanding the foregoing, no committee designated by the Board of Directors pursuant to this Section 8(g) shall have powers or authority which conflict with or impinge or encroach upon the powers and authority granted to the committees designated in Sections 8(b), 8(c), 8(d) or 8(e) of this Article III.

     Section 9. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     Section 10. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 11. Resignation. Any director may resign at any time by giving written notice to the Board of Directors or to the secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 12. Vacancies. Unless otherwise provided in the certificate of incorporation, if, as a result of the death, disability, resignation or removal of a director, a vacancy is created on the Board of Directors, the vacancy shall be filled by a person nominated by the Governance Committee and approved by a majority of the entire Board of Directors then in office. If such vacancy on the Board of Directors also creates a vacancy on any committee thereof, the Governance Committee shall appoint such replacement director elected in accordance with Sections 8 and 11 of this Article III to fill the committee position or positions held by his or her predecessor. If the Board of Directors so determines, an election of directors may be held in accordance with these Bylaws and Delaware Law.

     Unless otherwise provided in the certificate of incorporation, a vacancy created on the Board of Directors as a result of the increase in the number of directors as provided in Section 2 of this Article III may be filled in each case in a manner consistent with the provisions of Sections 2, 3 and 12 of this Article III.

     Section 13. Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding voting power of all of the shares of capital stock of the Corporation then entitled to vote generally for the election of directors, voting together as a single class, and the vacancies thus created shall be filled in accordance with Section 12 of this Article III. A committee member shall be subject to removal from his or her position as a committee member by the affirmative vote of a majority of the members of the Governance Committee, and the vacancies thus created shall be filled in accordance with Sections 8 and 12 of this Article III.

     Section 14. Compensation. Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

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ARTICLE IV

OFFICERS

     Section 1. Principal Officers. The principal officers of the Corporation shall be a chief executive officer who shall have the power, among other things, to appoint regional officers of the Corporation, one or more presidents, one or more vice presidents, a treasurer and a secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including a chairman, a vice chairman or one or more controllers, as the Board of Directors may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of president and secretary.

     Section 2. Election, Term of Office and Remuneration. The Board of Directors at the annual meeting thereof shall elect the principal officers of the Corporation annually. Each such officer shall hold office until his successor is elected and qualified, or until his earlier death, disability, resignation or removal. The Board of Directors shall fix the remuneration of all officers of the Corporation. Any vacancy in any office shall be filled in such manner, as the Board of Directors shall determine.

     Section 3. Subordinate Officers. In addition to the principal officers enumerated in Section 1 of this Article IV, the Corporation may have one or more assistant treasurers, assistant secretaries and assistant controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

     Section 4. Removal. Except as otherwise permitted with respect to subordinate officers, the Board of Directors may remove any officer, with or without cause, at any time.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 6. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

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ARTICLE V

GENERAL PROVISIONS

     Section 1. Fixing the Record Date.

     (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     Section 2. Dividends. Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

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     Section 3. Fiscal Year. The fiscal year of the Corporation shall commence on the day following the end of the preceding fiscal year of the Corporation and end on the Saturday nearest December 31 of each year.

     Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

     Section 5. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.

     Section 6. Amendments. At any time, (a) the stockholders may alter, amend, restate or repeal these Bylaws or any of them, or make new bylaws, by the affirmative vote of a majority of the votes entitled to be cast thereon at any annual or special meeting and (b) the Board of Directors may alter, amend, restate or repeal these Bylaws or any of them, or make new bylaws, by the affirmative vote of a majority of the members of the entire Board of Directors.

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EX-99.1

	EXHIBIT 99.1
For More Information Contact:
Media:	Investors:
Ingram Micro Inc.	Ingram Micro Inc.
Jim Trainor 714.382.2378 jim.trainor@ingrammicro.com	Ria Marie Carlson 714.382.4400 ria.carlson@ingrammicro.com
Rekha Parthasarathy 714.382.1319 rekha@ingrammicro.com	Kay Leyba 714.382.4175 kay.leyba@ingrammicro.com

LESLIE STONE HEISZ ELECTED TO INGRAM MICRO BOARD OF DIRECTORS

     SANTA ANA, Calif., Feb. 21, 2007 – Ingram Micro Inc. (NYSE: IM), the world’s largest technology distributor, today announced that its board of directors elected Leslie Stone Heisz to serve as an independent director effective March 1, 2007, expanding the board to 13 members.

     Heisz, an experienced investment banking and finance executive, currently is a managing director of the Los Angeles office of Lazard Freres & Co., where she provides strategic advisory services for clients in a variety of industries. Before joining Lazard in 2003, she was managing director of the Los Angeles office of Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.) for six years, specializing in mergers and acquisitions and leading the Gaming and Leisure Group. She was also a vice president at Salomon Brothers, where she developed the firm’s industry-leading gaming practice, and a senior consultant specializing in strategic information systems at Price Waterhouse.

     Heisz also has experience on both public and private corporate boards. She currently is a board member for International Game Technology, a publicly-traded (NYSE: IGT) manufacturer and operator of electronic gaming devices, and for Eldorado Resorts LLC, a privately held owner and operator of casino hotels.

     “Leslie brings a valuable combination of financial expertise, general management background and board experience to Ingram Micro,” said Kent B. Foster, chairman of the board, Ingram Micro Inc. “She’s led more than 50 successful mergers and acquisitions, restructurings and public offerings, so she’s well suited for a company focused on growth, while her experience on other boards provides additional insight on corporate governance and directorship. I look forward to her leadership, and our Board welcomes Leslie to the team.”

LESLIE STONE HEISZ ELECTED TO INGRAM MICRO BOARD OF DIRECTORS…page 2-2-2

     Ms. Heisz received a Bachelor’s of Science degree in economics from the University of California at Los Angeles and an M.B.A. from the UCLA Anderson School of Management. She and her family live in Los Angeles.

About Ingram Micro Inc.

     As a vital link in the technology value chain, Ingram Micro creates sales and profitability opportunities for vendors and resellers through unique marketing programs, outsourced logistics services, technical support, financial services, and product aggregation and distribution. The company serves 140 countries and is the only global IT distributor with operations in Asia. Visit www.ingrammicro.com.

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© 2007 Ingram Micro Inc. All rights reserved. Ingram Micro and the registered Ingram Micro logo are trademarks used under license by Ingram Micro Inc.

EX-99.2

EXHIBIT 99.2

INGRAM MICRO INC.

Compensation Plan for
Non-Executive Members of
The Board of Directors
(Revised as of November 28, 2006)

1.	Each non-executive Director of the Corporation’s Board of Directors (“Board”) 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 must be selected by each Board member prior to January 1 of each 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. The mix of cash and equity-based compensation is subject to the following assumptions and restrictions:
	(a)	Cash retainer: If cash is selected as a component of compensation, the maximum amount that may be selected is $70,000 ($85,000 for Committee chairs and $90,000 for the Audit Committee chair). Committee chairs must select a minimum of $15,000 ($20,000 for the Audit Committee chair) in cash, which will be paid on a quarterly basis, in arrears, at a rate of $1,250 per month ($1,666.67 per month for the Audit Committee chair). If a chair is appointed by the Committee during the calendar year of service (i.e., between January and December) s(he) will be eligible to receive the applicable Committee chair fee of $1,250 per month ($1,666.67 per month for the Audit Committee chair) commencing with the month in which the appointment takes effect. Similarly, Committee chairs who relinquish their chair position during the calendar year will cease to receive the applicable chair retainer fee on the last day of the month in which they cease to act as chair to a Committee.
	(b)	Equity-based compensation: Equity-based compensation must be selected as a component of compensation. The equity-based compensation may consist of stock options, restricted stock, restricted stock units or a combination thereof, having an annual value of at least $110,000. The sum of the cash retainer and the value of the equity-based compensation selected may not exceed $180,000 ($195,000 for Committee chairs and $200,000 for the Audit Committee chair).
		Stock Options. Non-qualified stock options will be granted on the first trading day 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. Options will be exercisable at the closing price of the Corporation’s stock on the New York Stock Exchange on the date of grant, vest one-

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	twelfth on the last day of each month during the calendar year in which the award was made, and have a term of ten years. Other option provisions will be as specified in the applicable grant agreements. Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units will be granted on the first trading day of each calendar year. The number of restricted shares/units to be granted will be determined based on the dollar amount selected by the individual Board Member divided by the closing price of the Corporation’s stock on the New York Stock Exchange on the date of grant rounded up to the next whole share. Restrictions on disposition of these 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 common shares of the Corporation’s stock at the time of vesting (unless deferred under the following paragraph f), and other provisions will be as specified in the applicable restricted share agreements.
(c)	Meeting Fees: Non-executive Directors will receive a cash meeting fee of $1,500 for each meeting they attend of the Ingram Micro Inc. Board of Directors and its committees on which they serve, whether in person or by conference telephone call.
(d)	Payment of Cash Retainer and Meeting Fees: The payment of the cash retainer and meeting fees will be paid quarterly, following the close of each calendar quarter.
(e)	Partial Years of Service:
	(1) For newly appointed or elected directors who serve a partial year, the annual cash and equity-based compensation selected by the individual will be prorated using the number of full months remaining to be served within the initial calendar year of Board service divided by 12. Equity-based compensation will be granted on the first trading day of the month following 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 (unless deferred under the following paragraph f). (2) For elected directors whose service on the Board ends during a calendar year, the annual cash and equity-based compensation selected by the individual will be prorated using the number of full month’s service on the Board during the calendar year divided by 12. Any unvested stock options shall cease to vest effective with last full 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 full months served on the board as the numerator divided by

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12. Restrictions on the disposition of restricted stock/units shall lapse on the last day of the month of their service on the Board.

(f)

Deferral Agreement: Any cash and/or restricted stock units awarded may be deferred in accordance with the Non-Executive Director Compensation Deferral Agreement. A request to defer compensation (cash and/or restricted stock units) must be received by the Corporation prior to the beginning of the calendar year for which service is provided on such forms as the Corporation may adopt from time to time, or within 30 days of initial election to the Board.

2.	Non-Executive Directors will be reimbursed for travel, lodging and meal expenses incurred to attend Board and Committee meetings and to perform their duties as Directors of the Corporation.
3.	Non-Executive Directors will be required to achieve and maintain ownership of at least 15,000 shares of Ingram Micro Inc.’s common stock (with vested but unexercised stock options counted as owned shares) beginning five years from the date of his or her election to the Board.

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EX-99.3

EXHIBIT 99.3

BOARD OF DIRECTORS FEES
2007 COMPENSATION ELECTION FORM
NON-EXECUTIVE CHAIRMAN

Name: ___________________________ Social Security Number: _______________________

I hereby elect the following fixed compensation for my services as Chairman of the Corporation’s Board of Directors for the period January 1, 2007 through May 31, 2007. The “projected value” of the fixed compensation, equal to $270,833, is set forth below:

A.   Cash Remuneration: I elect to receive a cash retainer in the amount noted at “A” (min $0.00 - max $105,324 to be paid in quarterly installments, in arrears, at the end of each calendar quarter, unless I make an election to defer receipt (Cash Deferral Election Form must be attached). A.  $________

B.  Stock Options: I elect to receive stock options with the “projected value” noted at “B” (must be, when combined with the amount noted at “C”, $165,509 or greater). Options will be granted as NQSOs, effective the first business day in January 2007. The number of options granted will be equal to the “projected value”, noted at “B”, divided by the FAS 123R value of the Corporation’s stock options, using the closing price of the Corporation’s Class A Common Stock on the NYSE on December 15, 2006, rounded up to the next whole share. The options will be exercisable at the closing price of the Corporation’s stock on the NYSE on the date of grant, vest one-fifth on the last day of each month and have a term of 10 years. B. $________

C.    Restricted Stock/Restricted Stock Units: 1. Restricted Stock - I elect to receive shares of restricted stock from the Corporation with the “projected value” noted at “C1” (must be, when combined with the amount noted at “B” and “C2”, $165,509 or greater). Shares of restricted stock will be granted effective the first business day in January 2007. The number of restricted shares granted will equal the “projected value”, noted at “C1”, divided by the closing price on the of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse May 31, 2007. And/or 2. Restricted Stock Units - I elect to receive shares of restricted stock units from the Corporation with the “projected value” noted at “C2” (must be, when combined with the amount noted at “B” and “C1”, $165,509 or greater). Shares of restricted stock units will be granted effective the first business day in January 2007. The number of restricted stock units granted will equal the “projected value”, noted at “C2”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse May 31, 2007, unless I make an election to defer the lapse date (RSU Deferral Election Agreement must be attached).     C1.  $________     C2.  $________

D.   Total Fixed Compensation: The sum of compensation noted at “A”, “B” and “C” shall equal $270,833. TOTAL:         $270,833

E.   Stock Ownership:

As a member of the Corporation’s Board of Directors, I agree that I will own personally or beneficially stock of the Corporation of at least 15,000 shares of Ingram Micro Common Stock (with vested but unexercised stock options counted as outstanding shares) beginning five years from the date of my election to the Board of Directors.

Signature Date

EX-99.4

EXHIBIT 99.4

BOARD OF DIRECTORS
2007 COMPENSATION ELECTION FORM
AUDIT COMMITTEE CHAIR

Name: ___________________________ Social Security Number: ________________________

In addition to the cash fee of $1,500 which I will receive for each meeting I attend of the Ingram Micro Inc. Board of Directors and its committees on which I serve, I hereby elect the following fixed compensation for my services as a member of the Corporation’s Board of Directors for the period January 1, 2007 through December 31, 2007. The “projected value” of the fixed compensation, equal to $200,000 for audit committee chairperson, is set forth below:

A.   Cash Remuneration: I elect to receive a cash retainer in the amount noted at “A” (min $20,000 - max $90,000), to be paid in four equal quarterly installments, in arrears, unless I make an election to defer receipt (Cash Deferral Election Form must be attached). A.  $________

B.  Stock Options: I elect to receive stock options with the “projected value” noted at “B” (must be, when combined with the amount noted at “C”, $110,000 or greater). Options will be granted as NQSOs, effective the first business day in January 2007. The number of options granted will be equal to the “projected value”, noted at “B”, divided by the FAS 123R value of the Corporation’s stock options, using the closing price of the Corporation’s Class A Common Stock on the NYSE on December 15, 2006, rounded up to the next whole share. The options will be exercisable at the closing price of the Corporation’s stock on the NYSE on the date of grant, vest one-twelfth on the last day of each month and have a term of 10 years. B.  $________

C.    Restricted Stock/Restricted Stock Units: 1. Restricted Stock - I elect to receive shares of restricted stock from the Corporation with the “projected value” noted at “C1” (must be, when combined with the amount noted at “B” and “C2”, $110,000 or greater). Shares of restricted stock will be granted effective the first business day in January 2007. The number of restricted shares granted will equal the “projected value”, noted at “C1”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007. And/or 2. Restricted Stock Units - I elect to receive shares of restricted stock units from the Corporation with the “projected value” noted at “C2” (must be, when combined with the amount noted at “B” and “C1”, $110,000 or greater). Shares of restricted stock units will be granted effective the first business day in January 2007. The number of restricted stock units granted will equal the “projected value”, noted at “C2”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007, unless I make an election to defer the lapse date (RSU Deferral Election Agreement must be attached).     C1.  $________     C2.  $_________

D.   Total Fixed Compensation: The sum of compensation noted at “A”, “B” and “C” shall equal $200,000 for audit committee chairperson. TOTAL:         $200,000

E.   Stock Ownership:

As a member of the Corporation’s Board of Directors, I agree that I will own personally or beneficially stock of the Corporation of at least 15,000 shares of Ingram Micro Common Stock (with vested but unexercised stock options counted as outstanding shares) beginning five years from the date of my election to the Board.

Signature Date

EX-99.5

EXHIBIT 99.5

BOARD OF DIRECTORS
2007 COMPENSATION ELECTION FORM
NON-AUDIT COMMITTEE CHAIR

Name: ___________________________ Social Security Number: ________________________

In addition to the cash fee of $1,500 which I will receive for each meeting I attend of the Ingram Micro Inc. Board of Directors and its committees on which I serve, I hereby elect the following fixed compensation for my services as a member of the Corporation’s Board of Directors for the period January 1, 2007 through December 31, 2007. The “projected value” of the fixed compensation, equal to $195,000 for committee chairperson, is set forth below:

A.    Cash Remuneration: I elect to receive a cash retainer in the amount noted at “A” (min $15,000 - max $85,000), to be paid in four equal quarterly installments, in arrears, unless I make an election to defer receipt (Cash Deferral Election Form must be attached). A.  $__________

B.  Stock Options: I elect to receive stock options with the “projected value” noted at “B” (must be, when combined with the amount noted at “C”, $110,000 or greater). Options will be granted as NQSOs, effective the first business day in January 2007. The number of options granted will be equal to the “projected value”, noted at “B”, divided by the FAS 123R value of the Corporation’s stock options, using the closing price of the Corporation’s Class A Common Stock on the NYSE on December 15, 2006, rounded up to the next whole share. The options will be exercisable at the closing price of the Corporation’s stock on the NYSE on the date of grant, vest one-twelfth on the last day of each month and have a term of 10 years. B.  $__________

C.    Restricted Stock/Restricted Stock Units: 1. Restricted Stock - I elect to receive shares of restricted stock from the Corporation with the “projected value” noted at “C1” (must be, when combined with the amount noted at “B” and “C2”, $110,000 or greater). Shares of restricted stock will be granted effective the first business day in January 2007. The number of restricted shares granted will equal the “projected value”, noted at “C1”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007. And/or 2. Restricted Stock Units - I elect to receive shares of restricted stock units from the Corporation with the “projected value” noted at “C2” (must be, when combined with the amount noted at “B” and “C1”, $110,000 or greater). Shares of restricted stock units will be granted effective the first business day in January 2007. The number of restricted stock units granted will equal the “projected value”, noted at “C2”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007, unless I make an election to defer the lapse date (RSU Deferral Election Agreement must be attached).     C1.  $________     C2.  $________

D.   Total Fixed Compensation: The sum of compensation noted at “A”, “B” and “C” shall equal $195,000 for committee chairperson. TOTAL:   D.    $195,000

E.   Stock Ownership:

As a member of the Corporation’s Board of Directors, I agree that I will own personally or beneficially stock of the Corporation of at least 15,000 shares of Ingram Micro Common Stock (with vested but unexercised stock options counted as outstanding shares) beginning five years from the date of my election to the Board.

Signature Date

EX-99.6

EXHIBIT 99.6

BOARD OF DIRECTORS
2007 COMPENSATION ELECTION FORM

Name: _________________________
Social Security Number: _____________________

In addition to the cash fee of $1,500 which I will receive for each meeting I attend of the Ingram Micro Inc. Board of Directors and its committees on which I serve, I hereby elect the following fixed compensation for my services as a member of the Corporation’s Board of Directors for the period January 1, 2007 through December 31, 2007. The “projected value” of the fixed compensation, equal to $180,000, is set forth below:

A.   Cash Remuneration: I elect to receive a cash retainer in the amount noted at “A” (min $0.00 - max $70,000), to be paid in four equal quarterly installments, in arrears, unless I make an election to defer receipt (Cash Deferral Election Form must be attached). A. $__________

B.  Stock Options: I elect to receive stock options with the “projected value” noted at “B” (must be, when combined with the amount noted at “C”, $110,000 or greater). Options will be granted as NQSOs, effective the first business day in January 2007. The number of options granted will be equal to the “projected value”, noted at “B”, divided by the FAS 123R value of the Corporation’s stock options, using the closing price of the Corporation’s Class A Common Stock on the NYSE on December 15, 2006, rounded up to the next whole share. The options will be exercisable at the closing price of the Corporation’s stock on the NYSE on the date of grant, vest one-twelfth on the last day of each month and have a term of 10 years. B. $__________

C.    Restricted Stock/Restricted Stock Units: 1.Restricted Stock - I elect to receive shares of restricted stock from the Corporation with the “projected value” noted at “C1” (must be, when combined with the amount noted at “B” and “C2”, $110,000 or greater). Shares of restricted stock will be granted effective the first business day in January 2007. The number of restricted shares granted will equal the “projected value”, noted at “C1”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007. And/or 2.Restricted Stock Units - I elect to receive shares of restricted stock units from the Corporation with the “projected value” noted at “C2” (must be, when combined with the amount noted at “B” and “C1”, $110,000 or greater). Shares of restricted stock units will be granted effective the first business day in January 2007. The number of restricted stock units granted will equal the “projected value”, noted at “C2”, divided by the closing price of the Corporation’s Class A Common Stock on the NYSE on the day of grant, rounded up to the next whole share. Restrictions on disposition of these shares will lapse on December 31, 2007, unless I make an election to defer the lapse date (RSU Deferral Election Agreement must be attached).     C1. $__________     C2. $__________

D.   Total Fixed Compensation: The sum of compensation noted at “A”, “B” and “C” shall equal $180,000. TOTAL: $180,000.

E.  Stock Ownership:

As a member of the Corporation’s Board of Directors, I agree that I will own personally or beneficially stock of the Corporation of at least 15,000 shares of Ingram Micro Common Stock (with vested but unexercised stock options counted as outstanding shares) beginning five years from the date of my election to the Board.

 

___________________________	__________________
Signature	Date

EX-99.7

EXHIBIT 99.7

BOARD OF DIRECTORS
RESTRICTED STOCK UNIT
DEFERRAL ELECTION AGREEMENT
(2007 Non-Executive Chairman Fees)

Please complete this Agreement and return a signed copy to Larry Boyd, SVP, Secretary and General Counsel, no later than December 15, 2006.

  Name:
  SS #:

I hereby irrevocably elect to defer receipt of the Shares related to my restricted stock units that were granted me as compensation for my services as Chairman and member of the Corporation’s Board of Directors for 2007 that are scheduled to vest on May 31, 2007. This deferral is made in accordance with the terms and provisions outlined in this Agreement in the manner and amount set forth below.

Amount of the Voluntary Deferral

I hereby elect to defer settlement of ______% of my restricted stock units that were granted as compensation for my services as Chairman and member of the Board of Directors that are scheduled to vest on May 31, 2007.

Settlement Date
In making this election, the following rules apply:
•	You must select a Settlement Date as of which you will receive the Shares associated with the restricted stock units that you elected to defer above.
•	You may elect up to three Settlement Dates related to the restricted stock units that are scheduled to vest on May 31, 2007.
I hereby irrevocably elect to defer receipt of the Shares associated with the above-referenced restricted stock units until the following date(s) and in the following increment(s).
A.	-	____________%	__________________________________
			Month              Day              Year
B.	-	____________%	__________________________________
			Month              Day              Year
C.	-	____________%	__________________________________
			Month              Day              Year
D.	-	100% Total
If no Settlement Date is specified, then the default settlement date will occur upon your termination or retirement from the Board.

All deferrals to a particular Settlement Date will be paid in Shares of Ingram Micro Class A stock. All of the Shares you are entitled to receive on the Settlement Date specified in this Deferral Election Agreement will be transferred to you on such Settlement Date.

By executing this Deferral Election Agreement, I hereby acknowledge my understanding of and agreement with all the terms and provisions set forth in this Ingram Micro Inc. Restricted Stock Unit Deferral Election Agreement.

Director	Ingram Micro Inc.
	By:
Date:	Date:

EX-99.8

EXHIBIT 99.8

BOARD OF DIRECTORS
RESTRICTED STOCK UNIT
DEFERRAL ELECTION AGREEMENT

Please complete this Agreement and return a signed copy to Larry Boyd, SVP, Secretary and General Counsel, no later than December 15, 2006.

  Name:
  SS #:

o I hereby irrevocably elect to defer receipt of the Shares related to my restricted stock units that are scheduled to vest on December 31, 2007. This deferral shall be in accordance with the terms and provisions outlined in this Agreement in the manner and amount set forth below. (If you check this box, please complete all sections of this Agreement, sign, date, and return the Agreement as indicated above).

Amount of the Voluntary Deferral

I hereby elect to defer settlement of ______% of my restricted stock units that are scheduled to vest on December 31, 2007.

Settlement Date
In making this election, the following rules apply:
•	You must select a Settlement Date as of which you will receive the Shares associated with the restricted stock units that you elected to defer above.
•	You may elect up to three Settlement Dates as you wish related to the restricted stock units that are scheduled to vest on December 31, 2007.
I hereby irrevocably elect to defer receipt of the Shares associated with the above-referenced restricted stock units until the following date(s) and in the following increment(s).
A.	-	____________%	__________________________________
			Month              Day              Year
B.	-	____________%	__________________________________
			Month              Day              Year
C.	-	____________%	__________________________________
			Month              Day              Year
D.	-	100% Total
If no Settlement Date is specified, then the transfer will occur upon your retirement from the Board.

All deferrals to a particular Settlement Date will be paid out in Shares. All of the Shares you are entitled to receive on the Settlement Date specified in this Deferral Election Agreement will be transferred to you on such Settlement Date.

By executing this Deferral Election Agreement, I hereby acknowledge my understanding of and agreement with all the terms and provisions set forth in this Ingram Micro Inc. Restricted Stock Units Deferral Election Agreement.

Director	Ingram Micro Inc.
	By:
Date:	Date:

EX-99.9

EXHIBIT 99.9

2007 NON-EMPLOYEE DIRECTOR CASH DEFERRAL ELECTION FORM

First Name: _________________ Last Name: _________________ SSN: _________________

1. DEFERRAL ELECTION

I hereby irrevocably elect to defer the payment of the following compensation for my services as a member of the Ingram Micro Inc. Board of Directors in 2007:

Cash Retainer: ________% of the annual cash retainer elected not to exceed $70,000 ($85,000 for committee chairperson or $90,000 for audit committee chairperson).

Meeting Fees: ________% of the $1,500 meeting fee for each meeting I attend during 2007 of the Ingram Micro Inc. Board of Directors and its committees on which I serve.

2. INITIAL INVESTMENT ELECTIONS: Choose among the following:

Investment elections must be in whole percentages and must be divisible by 5%. The sum of the elections must equal 100%. You may obtain a fund prospectus for any of the funds by contacting Fidelity Investments*

_____ I participated in the Ingram Micro Board of Directors Deferred Compensation Plan in 2006. Use my current investment elections for the 2007 Plan year. If you want to change your investment elections, you may do so at any time by contacting Fidelity Investments*.

_____ I am a new Ingram Micro Board of Directors Deferred Compensation Plan participant for 2007. Please invest my deferred compensation for the 2007 Plan year according to the following elections. The elections must be in whole percentages and must be divisible by 5%. The sum of the elections must equal 100%. You may obtain a fund prospectus for any of the funds by contacting Fidelity Investments*.

____% - Fidelity Managed Income Portfolio	____%- American Funds Growth Fund of America Class R4
____% -Dodge & Cox Balanced Fund	____% - Artisan Mid Cap Fund-Investor Class
____% - Fidelity Equity-Income Fund	____% - Vanguard Small-Cap Growth Index Fund-Investor Class
____% - Artisan Small Cap Value Fund	____% - PIMCO Total Return Fund-Institutional Class
____% - Spartan U.S. Equity Index Fund	% - Fidelity Diversified International Fund
____% - Fidelity Freedom Income Fund	% - Fidelity Freedom 2005 Fund
____% - Fidelity Freedom 2010 Fund	% - Fidelity Freedom 2015 Fund
____% - Fidelity Freedom 2020 Fund	% - Fidelity Freedom 2025 Fund
____% - Fidelity Freedom 2030 Fund	% - Fidelity Freedom 2035 Fund
____% - Fidelity Freedom 2040 Fund

_____________________________________________	_______________________
Non-Employee Director’s Signature	Date

*To contact Ingram Micro’s Deferred Compensation Plan Administrator, please call Fidelity at (800) 835-5095 or log on to Fidelity’s website at www.401K.com.

FOR BENEFITS DEPARTMENT USE ONLY
Effective Date:	Date Received:	Benefits Dept. Representative:

2007 NON-EMPLOYEE DIRECTOR
DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM

First Name: _________________ Last Name: _________________ SSN: _________________

DISTRIBUTION ELECTION: You may change the form of your distribution (to the extent permitted under Section 409A of the Internal Revenue Code) and/or delay your distribution date, provided you complete and submit a new Distribution Election Form to the Corporate Benefits Department at least 12 months after the date of the preceding election and at least 12 months in advance of the scheduled distribution date. Delays in distribution dates must be made for a period of not less than five (5) years from the date payment would otherwise have been made.

Please make an election in both Section A and Section B below for your deferred compensation

A. I elect the following distribution date and form of distribution payment for my 2007 deferred compensation.

1. DISTRIBUTION DATE*:

Please select one of the following distribution dates for your Deferred Compensation Plan account balance.
________	60 days following my termination of service from the Board with the Company, including death, disability or retirement.
________	On January 31 of the calendar year following the year of my termination of service from the Board with the Company, including death, disability or retirement.

2. DISTRIBUTION PAYMENT OPTIONS*

Please select one of the following distribution payment options.
________ Lump Sum Payment	________ 5 Annual Installments (5 years)
________ 20 Quarterly Installments (5 years)	________ 10 Annual Installments (10 years)
________ 40 Quarterly Installments (10 years)	________ 15 Annual Installments (15 years)
________ 60 Quarterly Installments (15 years)
*If you do not make an election for the form of your distribution payment, the default form of distribution is quarterly installments over a 10-year period commencing 60 days following your termination of service from the Board with the Company, including death, disability or retirement.

B. BENEFICIARY DESIGNATION: In the event of my death, the following beneficiaries are to share equally, unless otherwise specified.
Name	Relationship	Social Security Number	Percentage

By signing below, I authorize Ingram Micro to distribute my deferred compensation account according to the distribution election chosen above. I understand that my distribution will be reported as taxable income on Form 1099 in the year(s) of distribution.

_____________________________________________	_______________________
Non-Employee Director’s Signature	Date