INGRAM MICRO INC
EXHIBIT 10.64
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<TYPE>EX-10.64
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<FILENAME>ex10-64.txt
<DESCRIPTION>EXHIBIT 10.64
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                                                                   EXHIBIT 10.64


                                  May 17, 2000


Jerre L. Stead
[address]


Dear Jerre,

         You have indicated your willingness to serve as an advisor to Kent
Foster, the Company's chief executive officer, after your retirement as Chairman
of the Company and a member of its Board of Directors at the 2000 Annual Meeting
of Shareowners held this date. On behalf of the Board of Directors, the Human
Resources Committee of the Board would like to provide certain benefits to you
in recognition of the many valuable contributions you have made to the success
of the Company during your tenure as chief executive officer and in
consideration of your willingness to serve as an advisor for Mr. Foster.
Accordingly, the Committee is pleased to offer you the following:


         1. Effective with your retirement from the Company, all of your
            remaining outstanding options to purchase Class A Common Stock, par
            value $.01 per share, of the Company (including the options that you
            have transferred to your grandchildren's trusts) will vest. You will
            be permitted to exercise these options, as well as all of your other
            vested and unexercised options that were not identified at the time
            of grant as performance or "cliff vesting" options, through and
            including March 31, 2004, the scheduled expiration date for these
            options. In addition, you will be permitted to exercise your
            currently vested and unexercised performance or "cliff vesting"
            options through and including May 17, 2004, the fourth anniversary
            of your retirement from the Company.

         2. The Company will pay you a fee of $500,000 in exchange for your
            services as an advisor to Mr. Foster for a period of one year after
            your retirement. Such advisory services may include telephone
            conversations, correspondence, attendance and participation in
            meetings and transfer of knowledge and information regarding
            operational or other issues. In addition, the Company will reimburse
            you for any out of pocket expenses you may incur in connection with
            such services in accordance with its reimbursement policies.

         Jerre, please accept my thanks on behalf of all of the Board for your
contributions to the Company. We all hope that you enjoy a long and productive
retirement.

                                            Sincerely yours,

                                            /s/ Don H. Davis, Jr.
                                            ------------------------------------
                                            Don H. Davis, Jr.
                                            Chairman, Human Resources Committee
                                            of the Board of Directors

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