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                                                                     EXHIBIT 4.1

                              AMENDED AND RESTATED

                                    BYLAWS OF

                                INGRAM MICRO INC.

                             (AS OF MARCH 23, 2004)
                                    * * * * *

                                    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

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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.

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         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 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.

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         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 ten. At a time when eight directors comprise the Board of
Directors, the Board of Directors may be expanded up to ten members, in
accordance with Delaware Law and the certificate of incorporation, by the
affirmative vote of a majority of the eight or nine directors, as the case may
be. Such ninth and tenth directors shall be Independent, as provided in Section
3(a)(iii) of this Article III and shall be nominated by a majority of the
Nominating Committee. After the initial qualification and election of such ninth
and tenth directors as set forth in this Section 2 of Article III, any vacancy
created by the death, disability, resignation or removal of such director shall
be filled pursuant to Section 13 of this Article III. Except as provided in this
Section 2 or Section 13 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
incorporate.

         SECTION 3. QUALIFICATIONS. (a) Directors shall possess the following
qualifications: (i) three individuals who are designated by the Family
Stockholders, as hereinafter defined, and who need not be Independent, as
hereinafter defined, and may be Family Stockholders (the "FAMILY DIRECTORS");
(ii) one individual who is designated by the chief executive officer of the
Corporation, who need not be Independent and who may be the chief executive
officer of the Corporation (the "MANAGEMENT DIRECTOR"); and (iii) four (in the
case of a Board of Directors consisting of eight directors), five (in the case
of a Board of Directors consisting of nine directors) or six (in the case of a
Board of Directors consisting of ten directors) individuals, as the case may be
from time to time, who shall be Independent (the "INDEPENDENT DIRECTORS").
Directors need not be stockholders.

         (b)(i) As used in these Bylaws, "INDEPENDENT" means an individual other
than an executive officer or other employee of the Corporation or Martha R.
Ingram, her descendants (including adopted persons and their descendants) and
their respective spouses.

           (ii) As used in these Bylaws, FROM AND AFTER THE DATE OF THESE
BYLAWS, "FAMILY STOCKHOLDERS" means the following and all of their Permitted
Transferees (as hereinafter defined):

      -  QTIP Marital Trust created under the E. Bronson Ingram Revocable Trust
         Agreement dated January 4, 1995

      -  Martha R. Ingram

      -  Orrin H. Ingram, II

      -  John R. Ingram

      -  E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust

      -  E. Bronson Ingram 1994 Charitable Lead Annuity Trust

      -  Martha and Bronson Ingram Foundation

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      -  Trust for Orrin Henry Ingram, II, under Agreement with Hortense B.
         Ingram dated December 22, 1975

      -  The Orrin H. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of Orrin H. Ingram established by Martha R.
         Rivers under Agreement of Trust originally dated April 30, 1982, as
         amended

      -  Orrin and Sara Ingram Family 1997 Generation Skipping Trust

      -  Trust for John Rivers Ingram, under Agreement with Hortense B. Ingram
         dated December 22, 1975

      -  The John R. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of John R. Ingram established by Martha R. Rivers
         under Agreement of Trust originally dated April 30, 1982, as amended

      -  The John and Stephanie Ingram Family 1996 Generation Skipping Trust

      -  The John Rivers Ingram Annuity Trust 2000

      -  The John Rivers Ingram Annuity Trust 2001

         (iii) As used in these Bylaws, from and after the date of these Bylaws,
"PERMITTED TRANSFEREE" means, with respect to any Family Stockholder, including
any Approving Family Stockholder, as hereinafter defined, any of the other
Family Stockholders or any of their respective spouses, descendants (including
adopted persons and their descendants), estates, affiliates or any trust or
other entities for the benefit of any of the foregoing persons, and
beneficiaries of the QTIP Marital Trust created under the E. Bronson Ingram
Revocable Trust Agreement dated January 4, 1995 upon the death of Martha R.
Ingram, whether the transfer occurs voluntarily during life or at death, whether
by appointment, will or intestate descent or distribution; provided that any
individual or entity that has been removed as a Family Stockholder pursuant to
any amendment to that certain Board Representation Agreement between the
Corporation and certain other persons signatory thereto dated November 6, 1996,
as amended from time to time (the "Board Representation Agreement"), shall not
be deemed a Permitted Transferee. Without limiting the generality of the
foregoing, transfers from the QTIP Marital Trust created under the E. Bronson
Ingram Revocable Trust Agreement dated January 4, 1995 to the Martha and Bronson
Ingram Foundation shall be deemed to be transfers to a Permitted Transferee.

         SECTION 4. 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.

         (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

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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 5. 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 6. 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 8 of this Article III or in a waiver of notice
thereof signed by any director who chooses to waive the requirement of notice.

         SECTION 7. 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 8. 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 9. COMMITTEES. (a) The Board of Directors shall have at least
four committees with the designations, qualifications, powers and composition
set forth in this Section 9 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. All committees of the Board of
Directors shall act by a majority vote of the entire number of directors which
constitute any such committee.

         (b) The Executive and Finance Committee shall consist of three
directors, one of whom shall be a Family Director, one of whom shall be the
Management Director and one of whom shall be an Independent Director. 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 by 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 pursuant to
Article V of these Bylaws or that would require approval of a majority of the
outstanding voting power held by the stockholders entitled

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to vote thereon at any annual or special 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 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.
Subject to the foregoing, the Executive and Finance Committee shall be governed
by the provisions of the Corporation's Executive and Finance Committee Charter,
as approved by the Board of Directors from time to time.

         (c) The Governance Committee shall consist of three directors, one of
whom shall be a Family Director and one of whom shall be an Independent
Director. The third Committee member shall be a Family Director if requested by
a majority of the Family Directors and otherwise shall be an Independent
Director. All nominations of persons for election to the Board of Directors
shall be made by the Governance Committee, and the Governance Committee shall
recommend for the approval of the Board of Directors the directors to serve on
the Board committees, in each case pursuant to the qualification requirements
set forth in Section 3 of this Article III. The Governance Committee shall
fulfill such other roles, with respect to the filling of vacancies and
otherwise, as are set forth in these Bylaws and shall by governed by the
provisions of the Corporation's Governance Committee Charter, as approved by the
Board of Directors from time to time.

         (d) The Human Resources Committee shall consist of three directors, one
of whom shall be a Family Director, and two of whom shall be Independent
Directors. The Human Resources Committee shall establish the compensation of all
executive officers of the Corporation and shall administer all stock option,
purchase and equity incentive plans. In addition, it shall annually prepare a
report to stockholders for inclusion in the Corporation's proxy statement for
its annual meeting of stockholders covering the matters required by the
Securities and Exchange Commission. The Human Resources Committee shall be
governed by the provisions of the Corporation's Human Resources Committee
Charter, as approved by the Board of Directors from time to time.

         (e) The Audit Committee shall consist of at least three directors, all
of whom shall be Independent Directors. The Audit Committee shall have the
primary responsibility to: (i) recommend to the Board of Directors the firm to
be employed by the Corporation as its independent auditor, (ii) consult with the
independent auditors with regard to the plan of audit, (iii) review (in
consultation with the independent auditors) the report of audit or proposed
report and the accompanying management letter of the independent auditors, (iv)
consult with the independent auditors periodically, as appropriate, out of the
presence of management, with regard to the adequacy of the internal controls
and, if need be, to consult also with the internal auditors, and (v) annually
prepare a report to stockholders for inclusion in the Corporation's

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proxy statement for its annual meeting of stockholders covering the matters
required by the Securities and Exchange Commission. The Audit Committee shall be
governed by the provisions of the Corporation's Audit Committee Charter, as
approved by the Board of Directors from time to time.

         (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 9(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 it.
Notwithstanding the foregoing, no committee designated by the Board of Directors
pursuant to this Section 9(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 9(b), 9(c), 9(d) or 9(e) of this Article III.

         SECTION 10. 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 11. 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 12. 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.

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         SECTION 13. 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 in the following manner with individuals with the following
qualifications: (a) if the vacancy resulted from the death, disability,
resignation or removal of a Family Director, the vacancy shall be filled by a
person qualifying to be a Family Director as designated by a majority of the
remaining Family Directors; (b) if the vacancy resulted from the death,
disability, resignation or removal of the Management Director, the vacancy shall
be filled by a person qualifying to be a Management Director as designated by
the chief executive officer of the Corporation; and (c) if the vacancy resulted
from the death, disability, resignation or removal of an Independent Director,
the vacancy shall be filled by a person qualifying to be an Independent Director
nominated by the Governance Committee and approved by a majority of the entire
Board of Directors then in office. If there are no Family Directors in office
(in the case of filling a vacancy previously held by a Family Director), then 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 to seven, eight or nine 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 13 of this Article III.

         SECTION 14. 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 13 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 entire Board of
Directors, and the vacancy thus created shall be filled in accordance with
Sections 9 and 13 of this Article III.

         SECTION 15. 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.

                                   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

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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 AND TERM OF OFFICE. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor is
elected and qualified, or until his earlier death, disability, resignation or
removal. 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, any officer may be removed, with or without cause, at any
time, by the Board of Directors.

         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.

                                    ARTICLE V

                          ACTIONS REQUIRING CONSENT OF
                          APPROVING FAMILY STOCKHOLDERS

         SECTION 1. DEFINITIONS. As used in these Bylaws, the following terms
shall have the meanings specified below:

         (a) "APPROVING FAMILY STOCKHOLDERS" means the following and all of
their Permitted Transferees:

      -  QTIP Marital Trust created under the E. Bronson Ingram Revocable Trust
         Agreement dated January 4, 1995

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      -  Martha R. Ingram

      -  Orrin H. Ingram, II

      -  John R. Ingram

      -  E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust

      -  Martha and Bronson Ingram Foundation

      -  Trust for Orrin Henry Ingram, II, under Agreement with Hortense B.
         Ingram dated December 22, 1975

      -  The Orrin H. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of Orrin H. Ingram established by Martha R.
         Rivers under Agreement of Trust originally dated April 30, 1982, as
         amended

      -  Orrin and Sara Ingram Family 1997 Generation Skipping Trust

      -  Trust for John Rivers Ingram, under Agreement with Hortense B. Ingram
         dated December 22, 1975

      -  The John R. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of John R. Ingram established by Martha R. Rivers
         under Agreement of Trust originally dated April 30, 1982, as amended

      -  The John and Stephanie Ingram Family 1996 Generation Skipping Trust

      -  The John Rivers Ingram Annuity Trust 2000

      -  The John Rivers Ingram Annuity Trust 2001

         (b) "APPROVING VOTING POWER" means, as of any date, the number of votes
able to be cast pursuant to this Article V by the Approving Family Stockholders.
With respect to any vote pursuant to this Article V, and as of any given date,
each Approving Family Stockholder shall be entitled to cast a number of votes
equal to (i) the Outstanding Voting Power, as hereinafter defined, of all
capital stock of the Corporation owned of record by such Approving Family
Stockholder, plus (ii) the attributed voting power set forth in Section 1(c) of
this Article V.

         (c)      (i) Orrin H. Ingram, II shall be attributed and entitled to
cast a number of votes equal to fifty percent (50%) of the Outstanding Voting
Power of all capital stock of the Corporation owned by the E. Bronson Ingram
1994 Charitable Lead Annuity Trust; and

                  (ii)     John R. Ingram shall be attributed and entitled to
cast a number of votes equal to fifty percent (50%) of the Outstanding Voting
Power of all capital stock of the Corporation owned by the E. Bronson Ingram
1994 Charitable Lead Annuity Trust.

         (d) "OUTSTANDING VOTING POWER" means, as of any date, the number of
votes able to be cast for the election of directors represented by all the
shares of common stock of the Corporation.

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         SECTION 2. SIGNIFICANT ACTIONS. (a) In addition to any vote required by
applicable law or the certificate of incorporation, the following actions
("SIGNIFICANT ACTIONS") will not be taken by or on behalf of the Corporation
without the written approval of Approving Family Stockholders, acting in their
sole discretion, holding at least a majority of the Approving Voting Power held
by all of the Approving Family Stockholders:

         (i) any sale or other disposition or transfer of all or substantially
all of the assets of the Corporation (considered together with its
subsidiaries);

         (ii) any merger, consolidation or share exchange involving the
Corporation, other than mergers effected for administrative reasons of
subsidiaries owned at least 90% by the Corporation which under applicable law
can be effected without stockholder approval;

         (iii) any issuance (or transfer from treasury) of additional equity,
convertible securities, warrants or options with respect to the capital stock of
the Corporation, or any of its subsidiaries, or the adoption of any additional
equity plans by or on behalf of the Corporation or any of its subsidiaries
except for (A) options granted or stock sold in the ordinary course of business
pursuant to plans approved by the Approving Family Stockholders or adopted prior
to the initial public offering of the Corporation's capital stock, and (B) the
issuance of capital stock of the Corporation valued at Fair Market Value, as
hereinafter defined, in acquisitions as to which no approval is required under
subsection (iv) of this Section 2 of Article V or as to which approval has been
obtained under subsection (iv) of this Section 2 of Article V;

         (iv) any acquisition by or on behalf of the Corporation or one of its
subsidiaries involving a total aggregate consideration in excess of 10% 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 for borrowed money 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 if such contribution,
investment or borrowing is reasonably contemplated by the Corporation to be
necessary within 12 months after the date of the acquisition);

         (v) any guarantee of indebtedness of an entity other than a subsidiary
of the Corporation exceeding 5% 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;

         (vi) incurrence of indebtedness by the Corporation after the
consummation of the initial public offering of the Corporation's capital stock
(other than indebtedness incurred after the initial public offering of the
Corporation which renews or replaces a previously existing facility so long as
the aggregate amount of indebtedness is not increased) in a transaction which
could be reasonably expected to reduce the Corporation's investment rating lower
than one grade below the ratings of the Corporation by Moody's Investors Service
("Moody's"), Fitch Investors Service, L.P. ("Fitch") or Standard & Poor's Rating
Group ("Standard & Poor's") immediately

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<PAGE>

following the initial public offering, but in any event incurrence of
indebtedness by the Corporation after the consummation of the initial public
offering which could be reasonably expected to reduce such investment rating
lower than Baa by Moody's; BBB- by Fitch; or BBB- by Standard & Poor's; and

         (vii) any other transaction having substantially the same effect as a
transaction described in clauses (i) through (vi) of this Section 2(a) of
Article V.

         (b) As used in Section 2(a)(iii) of this Article V, "FAIR MARKET VALUE"
means with respect to the capital stock of the Corporation, as of any given date
or dates, the reported closing price of a share of such class of capital stock
on such exchange or market as is the principal trading market for such class of
capital stock. If such class of capital stock is not traded on an exchange or
principal trading market on such date, the Fair Market Value of a share of the
capital stock of the Corporation shall be determined by the Board of Directors
in good faith taking into account as appropriate the recent sales of the capital
stock of the Corporation, recent valuations of the capital stock of the
Corporation, the lack of liquidity of the capital stock of the Corporation, the
fact that certain shares of the capital stock of the Corporation may represent a
minority interest and such other factors as the Board of Directors shall in its
discretion deem relevant or appropriate.

                                   ARTICLE VI

                               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

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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.

         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. (a) So long as the Family Stockholders and their
Permitted Transferees together hold beneficially at least 25,000,000 shares of
the capital stock of the Corporation (as such number is equitably adjusted to
reflect stock splits, stock dividends, recapitalizations or other transactions
in the capital stock of the Corporation) (i) the stockholders may alter, amend,
restate or repeal these Bylaws or any of them, or make new bylaws, only by the
affirmative vote of 75% of the votes entitled to be cast thereon at any annual
or special meeting and (ii) the Board of Directors may alter, amend, restate or
repeal these Bylaws or any of them, or make new bylaws, only by the affirmative
vote of three-quarters (3/4) of the members of the entire Board of Directors.

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         (b) Beginning on the first date on which the Family Stockholders and
their Permitted Transferees together hold beneficially less than 25,000,000
shares of the capital stock of the Corporation (as such number is equitably
adjusted to reflect stock splits, stock dividends, recapitalizations or other
transactions in the capital stock of the Corporation) (i) 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 (ii) 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.

         (c) Notwithstanding paragraphs (a) and (b) of this Section 6 of Article
VI, if the Board Representation Agreement shall be adjudicated to be void or
terminated and of no further force and effect by the final, non-appealable order
of a court of competent jurisdiction or shall be terminated and made to be of no
further force and effect by the unanimous, written consent of the Family
Stockholders and their Permitted Transferees then holding stock of the
Corporation, beginning on the date such final order becomes non-appealable or
the date such unanimous, written consent is delivered to the Secretary of the
Corporation, as the case may be, (i) 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 (ii) 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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