EXHIBIT 10.14
AMENDMENT NO. 2 TO BOARD REPRESENTATION AGREEMENT
This AMENDMENT NO. 2 TO BOARD REPRESENTATION AGREEMENT ("Amendment")
dated as of March 12, 2002, is by and among Ingram Micro Inc., a Delaware
corporation ("Micro"), and each Person listed on the signature pages hereof. Any
capitalized term not otherwise defined herein shall have the meaning ascribed to
such term in the Board Representation Agreement dated as of November 6, 1996, as
amended on June 1, 2001 (the "Board Representation Agreement").
WHEREAS, Micro and each Person listed on the signature pages hereof
entered into the Board Representation Agreement or now wishes to agree to be
bound by the terms of the Board Representation Agreement as contemplated by
Section 3.6 thereof; and
WHEREAS, the parties hereto desire to amend the Board Representation
Agreement.
Accordingly, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt, sufficiency and
mutuality of which are hereby acknowledged by each of the parties hereto, the
parties hereto agree as follows:
1. Agreement to Be Bound. Each entity marked with an asterisk ("*") on
the signature pages hereof, in consideration of the transfer of Micro Common
Shares to such entity and as provided in the Board Representation Agreement,
hereby confirms and agrees to be bound by all of the provisions of the Board
Representation Agreement applicable to the transferor of such Micro Common
Shares and shall be deemed "Family Stockholders" under Section 1.1(a) thereof,
subject to the amendments herein.
2. Amendment. The Board Representation Agreement shall be amended as
follows:
(a) The definition of "Approving Family Stockholders" in Section
1.1(a) shall be amended so as to delete "David B. Ingram," "Robin
B. Ingram Patton," "the Trust for David B. Ingram, under
Agreement with Hortense B. Ingram dated December 22, 1975," "The
David B. Ingram Irrevocable Trust dated July 9, 1992," "the Trust
for the Benefit of David B. Ingram established by Martha R.
Rivers under Agreement of Trust originally dated April 30, 1982,"
"the David and Sarah Ingram Family 1996 Generation Skipping
Trust," "the Trust for Robin Bigelow Ingram, under Agreement with
E. Bronson Ingram dated October 27, 1967," the "Trust for Robin
Bigelow Ingram, under Agreement with Hortense B. Ingram dated
December 22, 1975," "the Robin Ingram Patton Irrevocable Trust,
dated July 9, 1992," and "Trust for the Benefit of Robin B.
Ingram established by Martha R. Rivers under Agreement of Trust
originally date [sic] April 30, 1982" from the definition of
"Approving Family Stockholders."
The definition of "Approving Family Stockholders" shall further
be amended to exclude the following Permitted Transferees who may
have become parties to the Board Representation Agreement by
virtue of holding Micro Common Shares received from a Family
Stockholder: Ingram Charitable Fund, Inc., Wilson Rivers
Patton/Minors Trust Established By Richard C. Patton Under
Agreement of Trust dated December 27, 1994, Reid Ingram
Patton/Minors Trust Established By Robin Ingram Patton Under
Agreement of Trust dated December 19, 1997, Crawford Bronson
Patton/Minors Trust Established by Robin Ingram Patton Under
Agreement of Trust dated December 19, 1997, The David Bronson
Ingram Annuity Trust 2000, The David Bronson Ingram Annuity Trust
2001, and The David Bronson Ingram Annuity Trust No. 2-2001.
(b) The definition of "Family Stockholders" in Section 1.1(a) of the
Board Representation Agreement is amended to read in its entirety
as follows:
"Family Stockholders" means the Persons listed on the signature
pages hereof (other than Micro) and all Permitted Transferees of
each such Person, except that David B. Ingram, Robin B. Ingram
Patton, Ingram Charitable Fund, Inc., Wilson Rivers Patton/Minors
Trust Established By Richard C. Patton Under Agreement of Trust
dated December 27, 1994, Reid Ingram Patton/Minors Trust
Established By Robin Ingram Patton Under Agreement of Trust dated
December 19, 1997, Crawford Bronson Patton/Minors Trust
Established by Robin Ingram Patton Under Agreement of Trust dated
December 19, 1997, The David Bronson Ingram Annuity Trust 2000,
The David Bronson Ingram Annuity Trust 2001, The David Bronson
Ingram Annuity Trust No. 2-2001, the Trust for David B. Ingram,
under Agreement with E. Bronson Ingram dated October 27, 1967,
the Trust for David B. Ingram, under Agreement with E. Bronson
Ingram dated June 14, 1968, the Trust for David B. Ingram, under
Agreement with Hortense B. Ingram dated December 22, 1975, The
David B. Ingram Irrevocable Trust dated July 9, 1992, the Trust
for the Benefit of David B. Ingram established by Martha R.
Rivers under Agreement of Trust originally dated April 30, 1982,
the David and Sarah Ingram Family 1996 Generation Skipping Trust,
the Trust for Robin Bigelow Ingram, under Agreement with E.
Bronson Ingram dated October 27, 1967, the Trust for Robin
Bigelow Ingram, under Agreement with E. Bronson Ingram dated June
14, 1968, the Trust for Robin Bigelow Ingram, Under Agreement
with Hortense B. Ingram dated December 22, 1975, the Robin Ingram
Patton Irrevocable Trust, dated July 9, 1992, and Trust for the
Benefit of Robin B. Ingram established by Martha R. Rivers under
Agreement of Trust originally dated April 30, 1982 shall be
deemed removed as signatories to the Board Representation
Agreement, such that none of them shall be deemed a "Family
Stockholder."
(c) The definition of "Permitted Transferee" in Section 1.1(a) of the
Board Representation Agreement is amended to read in its entirety
as follows:
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"Permitted Transferee" means, with respect to any Family
Stockholder, 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 an Approving Family
Stockholder or a Family Stockholder pursuant to any amendment to
this Agreement shall not be or become a Permitted Transferee by
virtue of the transfer of Micro Common Shares to such individual
or entity by parties that continue to be subject to the
Agreement; further provided, that nothing in this Agreement shall
prevent or restrict the transfer of Micro Common Shares to any
individual or entity that has been removed as an Approving Family
Stockholder or a Family Stockholder pursuant to any Amendment of
this Agreement. 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
transfers to a Permitted Transferee.
(d) Exhibit A to the Board Representation Agreement shall be deleted
in its entirety and replaced with Exhibit A attached to this
Amendment.
3. Intent of the Parties. The purpose and intent of this Amendment is
that no provision of the Board Representation Agreement shall be deemed to apply
to David B. Ingram, Robin B. Ingram Patton, Ingram Charitable Fund, Inc., Wilson
Rivers Patton/Minors Trust Established By Richard C. Patton Under Agreement of
Trust dated December 27, 1994, Reid Ingram Patton/Minors Trust Established By
Robin Ingram Patton Under Agreement of Trust dated December 19, 1997, Crawford
Bronson Patton/Minors Trust Established by Robin Ingram Patton Under Agreement
of Trust dated December 19, 1997, The David Bronson Ingram Annuity Trust 2000,
The David Bronson Ingram Annuity Trust 2001, The David Bronson Ingram Annuity
Trust No. 2-2001, the Trust for David B. Ingram, under Agreement with E. Bronson
Ingram dated October 27, 1967, the Trust for David B. Ingram, under Agreement
with E. Bronson Ingram dated June 14, 1968, the Trust for David B. Ingram, under
Agreement with Hortense B. Ingram dated December 22, 1975, The David B. Ingram
Irrevocable Trust dated July 9, 1992, the Trust for the Benefit of David B.
Ingram established by Martha R. Rivers under Agreement of Trust originally dated
April 30, 1982, the David and Sarah Ingram Family 1996 Generation Skipping
Trust, the Trust for Robin Bigelow Ingram, under Agreement with E. Bronson
Ingram dated October 27, 1967, the Trust for Robin Bigelow Ingram, under
Agreement with E. Bronson Ingram dated June 14, 1968, the Trust for Robin
Bigelow Ingram, Under Agreement with Hortense B. Ingram dated December 22, 1975,
the Robin Ingram Patton Irrevocable Trust, dated July 9, 1992, or Trust for the
Benefit of Robin B. Ingram established by Martha R. Rivers under Agreement of
Trust originally dated April 30, 1982 (collectively, the "Former Family
Stockholders") from and after the date of this
3
Amendment and that they will not be or become parties to the Board
Representation Agreement for any purpose. In furtherance of such intent, each of
David B. Ingram, Robin B. Ingram Patton and said trusts hereby irrevocably
waives any voting or approval right that they have under the Board
Representation Agreement and/or the related section(s) of the bylaws of Micro,
and the parties to the Board Representation Agreement, other than the Former
Family Stockholders, waive any and all rights pursuant to the terms of the Board
Representation Agreement each of them may have against the Former Family
Stockholders.
4. Parties No Longer in Existence. The parties hereto acknowledge that
they have been informed that the Trust For Orrin Henry Ingram, II, Under
Agreement With E. Bronson Ingram Dated October 27, 1967, the Trust For Orrin
Henry Ingram, II, Under Agreement With E. Bronson Ingram dated June 14, 1968,
Trust For John Rivers Ingram, Under Agreement With E. Bronson Ingram Dated
October 27, 1967, and the Trust For John Rivers Ingram, Under Agreement With E.
Bronson Ingram dated June 14, 1968 have terminated pursuant to their terms since
the date of the Board Representation Agreement. As such, the Trust For Orrin
Henry Ingram, II, Under Agreement With E. Bronson Ingram Dated October 27, 1967,
the Trust For Orrin Henry Ingram, II, Under Agreement With E. Bronson Ingram
dated June 14, 1968, Trust For John Rivers Ingram, Under Agreement With E.
Bronson Ingram Dated October 27, 1967, and the Trust For John Rivers Ingram,
Under Agreement With E. Bronson Ingram dated June 14, 1968 shall be removed for
all purposes as parties to the Board Representation Agreement.
5. Board Representation Agreement in Full Force and Effect. Except as
hereby specifically amended, the parties do hereby ratify and confirm the terms,
covenants, provisions and conditions of the Board Representation Agreement which
shall continue in full force and effect.
6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute an entire agreement.
7. Entire Agreement. The Board Representation Agreement, as amended by
this Amendment, constitutes the entire agreement of the parties hereto relating
to the subject hereof and supersedes all prior agreements, negotiations,
representations and covenants of the parties, all of which are deemed merged
herein.
8. Binding Effect. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns.
9. Choice of Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts of law rules of such state.
4
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INGRAM MICRO INC.
By: /s/ JAMES E. ANDERSON, JR.
---------------------------------------
Name: James E. Anderson, Jr.
Title: Senior Vice President, Secretary
and General Counsel
/s/ MARTHA R. INGRAM
-----------------------------------
Martha R. Ingram
/s/ ORRIN H. INGRAM, II
-----------------------------------
Orrin H. Ingram, II
/s/ JOHN R. INGRAM
-----------------------------------
John R. Ingram
/s/ DAVID B. INGRAM
-----------------------------------
David B. Ingram
/s/ ROBIN B. INGRAM PATTON
-----------------------------------
Robin B. Ingram Patton
QTIP MARITAL TRUST CREATED UNDER
THE E. BRONSON INGRAM REVOCABLE
TRUST AGREEMENT DATED
JANUARY 4, 1995
By: MARTHA R. INGRAM, ORRIN H.
INGRAM, II, AND JOHN R. INGRAM, AS
CO-TRUSTEES
By: /s/ MARTHA R. INGRAM
--------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
5
By: /s/ ORRIN H. INGRAM, II
---------------------------------------
Name: Orrin H. Ingram, II
Title: Co-Trustee
By: /s/ JOHN R. INGRAM
---------------------------------------
Name: John R. Ingram
Title: Co-Trustee
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST
By: MARTHA R. INGRAM, AS TRUSTEE
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Trustee
MARTHA AND BRONSON INGRAM
FOUNDATION
By: MARTHA R. INGRAM, ORRIN H. INGRAM AND
JOHN R. INGRAM, AS CO- TRUSTEES
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
By: /s/ ORRIN H. INGRAM
---------------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
By: /s/ JOHN R. INGRAM
---------------------------------------
Name: John R. Ingram
Title: Co-Trustee
6
E. BRONSON INGRAM 1994 CHARITABLE
LEAD ANNUITY TRUST
By: ORRIN H. INGRAM AND JOHN R.
INGRAM, AS CO-TRUSTEES
By: /s/ ORRIN H. INGRAM
---------------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
By: /s/ JOHN R. INGRAM
---------------------------------------
Name: John R. Ingram
Title: Co-Trustee
INGRAM CHARITABLE FUND, INC.*
By: MARTHA R. INGRAM, PRESIDENT
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: President
TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH HORTENSE B.
INGRAM DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA,
TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
THE ORRIN H. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
7
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
TRUST FOR THE BENEFIT OF ORRIN H. INGRAM
ESTABLISHED BY MARTHA R. RIVERS UNDER
AGREEMENT OF TRUST ORIGINALLY
DATED APRIL 30, 1982, AS AMENDED
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
ORRIN AND SARA INGRAM FAMILY 1997
GENERATION SKIPPING TRUST *
By: WILLIAM S. JONES, AS TRUSTEE
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Trustee
TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, AS
TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
8
THE JOHN R. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
TRUST FOR THE BENEFIT OF JOHN R. INGRAM
ESTABLISHED BY MARTHA R. RIVERS, UNDER
AGREEMENT OF TRUST ORIGINALLY
DATED APRIL 30, 1982, AS AMENDED
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
THE JOHN AND STEPHANIE INGRAM FAMILY
1996 GENERATION SKIPPING TRUST
By: WILLIAM S. JONES, AS TRUSTEE
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Trustee
9
THE JOHN RIVERS INGRAM
ANNUITY TRUST 2000 *
By: JOHN R. INGRAM, AS TRUSTEE
By: /s/ JOHN R. INGRAM
---------------------------------------
Name: John R. Ingram
Title: Trustee
THE JOHN RIVERS INGRAM
ANNUITY TRUST 2001 *
By: JOHN R. INGRAM, AS TRUSTEE
By: /s/ JOHN R. INGRAM
---------------------------------------
Name: John R. Ingram
Title: Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA, AND
MARTHA R. INGRAM, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA, AND
MARTHA R. INGRAM, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
10
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA,
TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
THE DAVID B. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
TRUST FOR THE BENEFIT OF DAVID B. INGRAM
ESTABLISHED BY MARTHA R. RIVERS, UNDER
AGREEMENT OF TRUST ORIGINALLY DATED
APRIL 30, 1982, AS AMENDED
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
11
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST
By: JOHN FLETCHER, AS TRUSTEE
By: /s/ JOHN FLETCHER
---------------------------------------
Name: John Fletcher
Title: Trustee
THE DAVID BRONSON INGRAM ANNUITY TRUST 2000*
By: DAVID B. INGRAM, AS TRUSTEE
By: /s/ DAVID B. INGRAM
---------------------------------------
Name: David B. Ingram
Title: Trustee
THE DAVID BRONSON INGRAM ANNUITY
TRUST 2001*
By: DAVID B. INGRAM, AS TRUSTEE
By: /s/ DAVID B. INGRAM
---------------------------------------
Name: David B. Ingram
Title: Trustee
THE DAVID BRONSON INGRAM ANNUITY
TRUST NO. 2-2001*
By: DAVID B. INGRAM, AS TRUSTEE
By: /s/ DAVID B. INGRAM
---------------------------------------
Name: David B. Ingram
Title: Trustee
12
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA, AND
MARTHA R. INGRAM, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA, AND
MARTHA R. INGRAM, AS CO- TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ MARTHA R. INGRAM
---------------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, AS TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
13
THE ROBIN INGRAM PATTON IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
TRUST FOR THE BENEFIT OF ROBIN B. INGRAM
ESTABLISHED BY MARTHA R. RIVERS UNDER AN
AGREEMENT OF TRUST ORIGINALLY DATED
APRIL 30, 1982, AS AMENDED
By: SUNTRUST BANK, ATLANTA, AND WILLIAM
S. JONES, AS CO-TRUSTEES
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
By: /s/ WILLIAM S. JONES
---------------------------------------
Name: William S. Jones
Title: Co-Trustee
WILSON RIVERS PATTON/MINORS TRUST
ESTABLISHED BY RICHARD C. PATTON,
UNDER AGREEMENT OF TRUST DATED
DECEMBER 27, 1994 *
By: SUNTRUST BANK, ATLANTA, AS TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
14
REID INGRAM PATTON/MINORS TRUST ESTABLISHED
BY ROBIN INGRAM PATTON, UNDER AGREEMENT OF
TRUST DATED DECEMBER 19, 1997*
By: SUNTRUST BANK, ATLANTA, AS TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
CRAWFORD BRONSON PATTON/MINORS
TRUST ESTABLISHED BY ROBIN INGRAM
PATTON, UNDER AGREEMENT OF TRUST
DATED DECEMBER 19, 1997 *
By: SUNTRUST BANK, ATLANTA, AS TRUSTEE
By: /s/ THOMAS A. SHANKS
---------------------------------------
Name: Thomas A. Shanks
Title: First Vice President
(SunTrust Bank, Atlanta)
15
EXHIBIT A
Attribution of Approving Voting Power
1. With respect to any vote pursuant to Section 2.5, and as of any given date,
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 Micro Common
Shares owned by the E. Bronson Ingram 1994 Charitable Lead Annuity Trust.
2. With respect to any vote pursuant to Section 2.5, and as of any given date,
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 Micro Common
Shares owned by the E. Bronson Ingram 1994 Charitable Lead Annuity Trust.