exv10w4







Exhibit 10.4




FOURTH AMENDMENT TO THE

INGRAM MICRO 401(K) INVESTMENT SAVINGS PLAN




     The Ingram Micro 401(k) Investment Savings Plan, which was restated as of April 1, 2005, is
hereby amended in the following manner in accordance with the amendment procedures set forth in
Section 12.1 of the Plan. This Amendment is effective as of April 1, 2005, unless otherwise
specified herein.



     1. Section 1.31 is amended by deleting the third paragraph thereof, and revising the first
paragraph thereof to read as follows:




“1.31 ‘Highly Compensated Employee’ means any Employee who performs services for the
Employer during the determination year and who (a) was a five percent (5%) owner, as
defined in Section 9.7(a), during the determination year or look-back year, or (b)
during the look-back year received Compensation from the Employer in excess of
$90,000, multiplied by the Adjustment Factor.”



     2. Section 3.11 is amended by deleting the paragraph that reads “Compensation for a
Limitation Year is the compensation actually paid or made available during such Limitation Year.”,
and replacing it with the following:




“Compensation for purposes of Code Section 415 means Compensation (as defined in
this Section 3.11) for a Limitation Year which is actually paid or made available
during such Limitation Year and which is paid prior to severance from employment
with the Employer. However, Code Section 415 Compensation includes payments made
within 21/2 months after severance from employment that, absent a severance from
employment, would have been paid to the Employee while the Employee continued in
employment with the Employer and are regular compensation for services during the
Employee’s regular working hours, compensation for services outside the Employee’s
regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar compensation, or payments for accrued bona fide sick,
vacation, or other leave, but only if the employee would have been able to use the
leave if employment had continued. Code Section 415 Compensation does not include
amounts paid after severance from employment that are severance pay, unfunded
non-qualified deferred compensation, parachute payments within the meaning of Code
Section 280G(b)(2), or any other payment that is not described in the preceding
sentence.”



     3. Section 3.11 is amended by deleting the final paragraph thereof, and replacing it with the
following:




“Effective for Limitation Years beginning on or after July 1, 2007, in the event the
limitation on Annual Additions established under this Section 3.11 is exceeded for
any Limitation Year, any method permitted by the Employee Plans Compliance
Resolution System published by the Internal Revenue Service may be utilized to
correct such failure to comply with the limitation on Annual Additions.



 









 






Effective for Limitation Years beginning before July 1, 2007, the Trustees shall,
pursuant to the Administrator’s directions, distribute the excess of a Participant’s
Annual Additions comprising (i) After-Tax Contributions and (ii) Before-Tax
Contributions, in that order, over the limits stated above to the Participant in the
event that such excess is caused by the allocation of forfeitures, a reasonable
error in estimating a Participant’s Compensation or in determining the amount of
After-Tax Contributions and/or Before-Tax Contributions that may be made with
respect to the Participant for the Plan Year or other circumstances approved by the
Commissioner of Internal Revenue. Any contributions to be so distributed shall
include any income but not any loss attributable thereto, to the extent permitted by
Regulations, and the Participant shall immediately forfeit all Matching
Contributions, including any income but not any loss attributable thereto, that were
made to match such distributed After-Tax Contributions and/or Before-Tax
Contributions. Such forfeited Matching Contributions shall be held unallocated in a
suspense account and credited as part of Matching Contributions for the next and
succeeding Limitation Years, as necessary, for all Participants in the Plan.
Investment income less loss attributable to amounts held in such suspense account
shall be similarly applied and shall be treated as
Annual Additions when allocated to Participants’ Accounts. To the extent permitted
by the Employee Plans Compliance Resolution System published by the Internal Revenue
Service, this paragraph may continue to apply beyond the date on which it would
otherwise cease to be effective.”



     4. Section 9.2(a) is amended by deleting the phrase “separation from service”, and replacing
it with “severance from employment”.



     IN WITNESS WHEREOF, this Fourth Amendment is executed on the date set forth below.



	 	 	 	 	 	 	 
	 	 	INGRAM MICRO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lynn Jolliffe 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	SVP HR 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	11/17/08 	 	 
	 

	 	 	 	 

	 	 







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