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                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO

                       2003 EXECUTIVE RETENTION AGREEMENT

         THIS FIRST AMENDMENT TO 2003 EXECUTIVE RETENTION AGREEMENT (this "First
Amendment"), is made as of April 5, 2004, by and between Ingram Micro Inc., a
Delaware corporation (the "Corporation"), and Michael J. Grainger ("Executive").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement (as defined below).

WHEREAS, on December 19, 2003, the Corporation entered into the 2003 Executive
Retention Agreement with Michael J. Grainger (the "Agreement"); and

WHEREAS, pursuant to Section 3.04 of the Agreement Mr. Grainger's participation
in the 2002 and 2003 Executive Long-Term Cash Incentive Award Programs (the
"Programs") ceases effective as of the beginning of the Continuation Period; and

WHEREAS, the Corporation and Executive desire to amend the Agreement as set
forth herein, so that Mr. Grainger shall continue to participate in the Programs
for so long as his Continuation Period continues under the terms of the
Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby amend the Agreement as
follows:

         1. Section 3.04 of the Agreement is hereby amended and restated in its
entirety as follows:

                  Section 3.04. Long-Term Cash Incentive Award Program. With
         respect to the Company's 2002 and 2003 Long-Term Executive Cash
         Incentive Award Programs, as amended from time to time (together
         "Programs" or individually the "Program"), Executive shall be deemed to
         continue his participation in the Programs for so long as the
         Continuation Period under the Agreement lasts ("Continued
         Participation"). Award payments under such Programs, if any, shall be
         prorated, if applicable, based on the number of full months of
         Executive's active employment during the Measurement Period (as defined
         under the Programs) plus the fall months of any Continued Participation
         during the Measurement Period (as defined under the Programs) of the
         Program in question and calculated based on the actual Company
         achievement versus the peer group at the end of each Program. Any such
         award payments shall be made following the close of each Program at the
         same time and in the same manner as such award payments are made to
         actively employed participants in such Program. Executive shall not be
         entitled to participate in the Company's 2004 Long-Term Executive Cash
         Incentive Award Program.

         2. This First Amendment shall be and is hereby incorporated in and
forms a part of the Agreement.

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         3. This First Amendment shall be effective as of the date first written
above.

         4. Except as set forth herein, the Agreement shall remain in full force
and effect.

         IN WITNESS WHEREOF, the Company and Executive have executed this
Amendment, to be effective as of the day and year first written above.

EXECUTIVE                                      Ingram Micro Inc.

/s/ Michael J. Grainger                        By: /s/ Matthew A. Savar
------------------------                           -------------------------
Michael J. Grainger                            Name: MATTHEW A. SAVAR

                                               Title: S.V.P. HUMAN RESOURSES


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