<PAGE>

                                  SCHEDULE 14A

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                            <C>
[ ]  Preliminary Proxy Statement               [ ]  Confidential, for Use of the Commission
                                                    Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</Table>

                              JABIL CIRCUIT, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

        ------------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------

     (5)  Total fee paid:

        ------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

    ----------------------------------------------------------------------------

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

        ------------------------------------------------------------------------

     (2)  Form, Schedule or Registration No.:

        ------------------------------------------------------------------------

     (3)  Filing Party:

        ------------------------------------------------------------------------

     (4)  Date Filed:

        ------------------------------------------------------------------------
<PAGE>

                              JABIL CIRCUIT, INC.
                             ---------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON JANUARY 24, 2002
                             ---------------------

TO THE STOCKHOLDERS:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jabil
Circuit, Inc., a Delaware corporation ("Jabil"), will be held on Thursday,
January 24, 2002, at 10:00 a.m., local time, in the Sunset Ballroom at the Vinoy
Country Club located at 600 Snell Isle Boulevard, St. Petersburg, Florida 33704
for the following purposes:

          1. To elect seven directors to serve for the ensuing year or until
     their successors are duly elected and qualified.

          2. To approve Jabil's 2002 Employee Stock Purchase Plan.

          3. To approve Jabil's 2002 Stock Incentive Plan.

          4. To ratify the appointment of KPMG LLP as Jabil's independent
     auditors for the fiscal year ending August 31, 2002.

          5. To transact such other business as may properly come before the
     Annual Meeting or any adjournment thereof.

     Jabil's board of directors intends to present the following seven nominees
for director at the annual meeting: William D. Morean; Thomas A. Sansone;
Timothy L. Main; Lawrence J. Murphy; Mel S. Lavitt; Steven A. Raymund; and Frank
A. Newman. The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on November 28, 2001 are entitled to notice of and to vote at the
Annual Meeting.

     A list of all stockholders entitled to vote at the 2001 Annual Meeting will
be available for examination at the Office of General Counsel of Jabil Circuit,
Inc., at 10560 Ninth Street North, St. Petersburg, Florida 33716, for the ten
days before the meeting between 9:00 a.m. and 5:00 p.m., local time, and at the
place of the Annual Meeting during the Annual Meeting.

     You have the option to receive future proxy materials electronically via
the Internet. You may choose to do so by following the simple instructions
contained in this mailing. Offering electronic delivery of future annual reports
and proxy statements is not only cost-effective for Jabil but is also friendlier
to the environment.

     All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to vote your shares using one of the following methods: (1) vote through
the Internet at the Web site shown on the proxy card; or (2) mark, date, sign
and return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. If you elected to receive the 2001 proxy
materials over the Internet, you will not receive a paper proxy card and should
vote online, unless you cancel your enrollment or we discontinue the
availability of our proxy materials on the Internet. YOU MAY REVOKE YOUR PROXY
IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE
IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE ANNUAL
MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.

                                          FOR THE BOARD OF DIRECTORS OF
                                          JABIL CIRCUIT, INC.

                                          Robert L. Paver
                                          General Counsel and Secretary

St. Petersburg, Florida
December 20, 2001
<PAGE>

     IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED OR VOTE THROUGH THE INTERNET.

                              JABIL CIRCUIT, INC.
                             ---------------------

                                PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS
                                JANUARY 24, 2002

                             ---------------------

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

     The enclosed Proxy is solicited on behalf of Jabil Circuit, Inc., a
Delaware corporation ("Jabil"), for use at the Annual Meeting of Stockholders to
be held on Thursday, January 24, 2002, at 10:00 a.m., local time, and at any
adjournment thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders. The Annual Meeting will be held in the
Sunset Ballroom at the Vinoy Country Club located at 600 Snell Isle Boulevard,
St. Petersburg, Florida 33704. Jabil's principal executive office is located at
10560 Ninth Street North, St. Petersburg, Florida 33716, and its telephone
number at that location is (727) 577-9749.

     These Proxy solicitation materials, together with Jabil's 2001 Annual
Report to Stockholders, were mailed on or about December 20, 2001, to all
stockholders entitled to vote at the Annual Meeting.

RECORD DATE

     Stockholders of record at the close of business on November 28, 2001 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 197,145,922 shares of Jabil's common stock were issued and
outstanding. For information regarding security ownership by management and by
the beneficial owners of more than 5% of Jabil's common stock, see "Other
Information-Share Ownership by Principal Stockholders and Management." The
closing sales price of Jabil's common stock on the New York Stock Exchange
("NYSE") on the Record Date was $26.40 per share.

REVOCABILITY OF PROXIES

     Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to Jabil's Secretary a
written notice of revocation or a duly executed proxy bearing a later date (or
voting via the Internet at a later date) or by attending the Annual Meeting and
voting in person.

VOTING AND SOLICITATION

     Each stockholder is entitled to one vote for each share of common stock on
all matters presented at the Annual Meeting. Stockholders do not have the right
to cumulate their votes in the election of directors.

     The cost of soliciting proxies will be borne by Jabil. In addition, Jabil
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of Jabil's
directors, officers and regular employees, without additional compensation,
personally or by telephone, telegram, letter or facsimile.
<PAGE>

QUORUM; ABSTENTIONS; BROKER NON-VOTES

     A majority of the shares of Jabil common stock outstanding on the Record
Date must be present or represented at the Annual Meeting in order to have a
quorum for the transaction of business. Abstentions (votes "withheld") and
broker non-votes will be counted as present for purposes of determining the
presence of a quorum. If a quorum is present and voting, the seven nominees for
director receiving the highest number of affirmative votes of the shares present
or represented and entitled to be voted for them shall be elected as directors.
Proposals 2, 3 and 4 require the approval of the affirmative vote of a majority
of the outstanding shares present or represented and entitled to vote at the
Annual Meeting together with the affirmative vote of a majority of the required
quorum. Abstentions and broker non-votes can have the effect of preventing
approval of a proposal where the number of affirmative votes, although a
majority of the votes cast, does not constitute a majority of the required
quorum.

VOTING ELECTRONICALLY VIA THE INTERNET

     For Shares Directly Registered in the Name of the Stockholder. Stockholders
with shares registered directly with EquiServe Trust Company, N.A.
("EquiServe"), Jabil's transfer agent, may vote by mailing in the proxy or on
the Internet at the following address on the World Wide Web:
http://www.eproxyvote.com/jbl. Specific instructions to be followed by any
registered stockholder interested in voting via the Internet are set forth on
the enclosed proxy card. Votes submitted via the Internet by a registered
stockholder must be received by 11:59 p.m. (Eastern Standard Time) on January
23, 2002.

     For Shares Registered in the Name of a Brokerage or Bank.  A number of
brokerage firms and banks are participating in a program for shares held in
"street name" that offers Internet voting options. This program is different
from the program provided by EquiServe for shares registered in the name of the
stockholder. If your shares are held in an account at a brokerage firm or bank
participating in the street name program, you may have already been offered the
opportunity to elect to vote using the Internet. Votes submitted via the
Internet through the street name program must be received by 11:59 p.m. (Eastern
Standard Time) on January 23, 2002. The giving of such a proxy will not affect
your right to vote in person should you decide to attend the Annual Meeting.

     These Internet voting procedures, which comply with Delaware law, are
designed to authenticate stockholders' identities, to allow stockholders to vote
their shares and to confirm that stockholders' votes have been recorded
properly. Stockholders voting via the Internet through either of these voting
procedures should understand that there may be costs associated with electronic
access, such as usage charges from Internet access providers and telephone
companies, that must be borne by the stockholders. Also, please be aware that
Jabil is not involved in the operation of either of these Internet voting
procedures and cannot take responsibility for any access or Internet service
interruptions that may occur or any inaccuracies, erroneous or incomplete
information that may appear.

     You may elect to receive future notices of meetings, proxy materials and
annual reports electronically via through the Internet, if then made available
by Jabil. If you have previously consented to electronic delivery, your consent
will remain in effect until withdrawn. If you have not yet enrolled in Jabil's
Internet delivery program, we strongly encourage you to do so as it is a
cost-effective way for Jabil to send you proxy statement and annual report
materials. Enrollment instructions are set forth on the enclosed proxy card.
When next year's proxy statement and annual report materials are available, you
will be sent an e-mail telling you how to access them electronically.

     If you elect to access these materials via the Internet, you may still
request paper copies by contacting your brokerage firm, bank or Jabil. Your
enrollment in the new Internet program will remain in effect until you cancel
your enrollment. You are free to cancel your enrollment at any time.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

     Proposals of stockholders of Jabil that are intended to be presented by
such stockholders at Jabil's 2002 Annual Meeting of Stockholders must be
received by Jabil no later than August 23, 2002 in order to be

                                        2
<PAGE>

considered for possible inclusion in the proxy statement and form of proxy
relating to that meeting. In addition, the proxy solicited by the Board of
Directors for the 2002 Annual Meeting of Stockholders will confer discretionary
authority to vote on any stockholder proposal presented at that meeting, unless
Jabil is provided with notice of such proposal by November 5, 2002.

FISCAL YEAR END

     Jabil's fiscal year ends August 31.

                                        3
<PAGE>

                                 PROPOSAL NO. 1

                             ELECTION OF DIRECTORS

NOMINEES

     A board of seven directors is to be elected at the Annual Meeting. Jabil's
Board of Directors has authorized the nomination at the Annual Meeting of the
persons named herein as candidates. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for Jabil's seven nominees named
below, all of whom are presently directors of Jabil. If any nominee of Jabil is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. Jabil is not aware of any nominee who
will be unable or will decline to serve as a director. The term of office of
each person elected as a director will continue until the next Annual Meeting of
Stockholders or until a successor has been elected and qualified.

     The names of Jabil's nominees for director and certain information about
them are set forth below:

<Table>
<Caption>
                   NAME                      AGE               PRINCIPAL POSITION
                   ----                      ---   -------------------------------------------
<S>                                          <C>   <C>
William D. Morean(4).......................  46    Chairman of the Board of Directors
Thomas A. Sansone..........................  52    Vice Chairman of the Board of Directors
Timothy L. Main(4).........................  44    Chief Executive Officer, President and
                                                   Director
Lawrence J. Murphy.........................  59    Director
Mel S. Lavitt(3)...........................  64    Director
Steven A. Raymund(1)(2)(3).................  46    Director
Frank A. Newman(1)(2)(3)...................  53    Director
</Table>

---------------

(1) Member of the general Stock Option Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Stock Option Committee for non-officers and non-directors.

     Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years. There are no
family relationships among any of the directors and executive officers of Jabil.

     WILLIAM D. MOREAN.  Mr. Morean has served as Chairman of the Board since
1988 and as a director since 1978. Mr. Morean joined Jabil in 1977 and assumed
management of day-to-day operations the following year. Mr. Morean was Chief
Executive Officer from 1988 to September 2000. Mr. Morean has also served as
Jabil's President and Vice President, and held various operating positions with
Jabil.

     THOMAS A. SANSONE.  Mr. Sansone served as President of Jabil from 1988 to
January 1999 when he became Vice Chairman of the Board. Mr. Sansone joined Jabil
in 1983 as Vice President and has served as a director since that time. Prior to
joining Jabil, Mr. Sansone was a practicing attorney with a specialized practice
in taxation. He also served as an adjunct Professor at Detroit College of Law.
He holds a B.A. from Hillsdale College, a J.D. from Detroit College of Law and
an L.L.M. in taxation from New York University.

     TIMOTHY L. MAIN.  Mr. Main has served as Chief Executive Officer of Jabil
since September 2000, as President since January 1999 and as a director since
October 1999. He joined Jabil in April 1987 as a Production Control Manager, was
promoted to Operations Manager in September 1987, to Project Manager in July
1989, to Vice President, Business Development in May 1991 and to Senior Vice
President, Business Development in August 1996. Prior to joining Jabil, Mr. Main
was a commercial lending officer, international division for the National Bank
of Detroit. Mr. Main has earned a B.S. from Michigan State University and Master
of International Management from the American Graduate School of International
Management (Thunderbird).

                                        4
<PAGE>

     LAWRENCE J. MURPHY.  Mr. Murphy has served as a director of Jabil since
September 1989 and as an independent consultant to Jabil since September 1997.
From March 1992 until September 1997, Mr. Murphy served as a director of Core
Industries, a diversified conglomerate where he has held various executive level
positions since 1981, including Executive Vice President and Secretary. Prior to
Joining Core Industries, Mr. Murphy was a practicing attorney at the law firm of
Bassey, Selesko, Couzens & Murphy, P.C. and a certified public accountant with
the accounting firm of Deloitte & Touche. Mr. Murphy is also currently a
director of The Michigan Foundation Company, a ready-mix concrete supplier, and
Baker Financial, a financial consulting services firm. He is also a member of
the Executive Committee for the University of Detroit Mercy.

     MEL S. LAVITT.  Mr. Lavitt has served as a director of Jabil since
September 1991. Mr. Lavitt has been a Managing Director at the investment
banking firm of C.E. Unterberg, Towbin (or its predecessor) since August 1992
and is currently serving as Vice Chairman and Managing Director. From June 1987
until August 1992, Mr. Lavitt was President of Lavitt Management, a business
consulting firm. From 1978 until June 1987, Mr. Lavitt served as an
Administrative Managing Director for the investment banking firm of L.F.
Rothschild, Unterberg, Towbin, Inc. Mr. Lavitt is also a director of Captiva
Corporation and St. Bernard Software.

     STEVEN A. RAYMUND.  Mr. Raymund has served as a director of Jabil since
January 1996. Mr. Raymund began his career at Tech Data Corporation, a
distributor of personal computer products, in 1981 as Operations Manager. He
became Chief Operating Officer in 1984 and was promoted to the position of Chief
Executive Officer of Tech Data Corporation in 1986. Mr. Raymund also serves as
Chairman of the Board of Tech Data Corporation, a position he has held since
1991.

     FRANK A. NEWMAN.  Mr. Newman has served as a director of Jabil since
January 1998. Mr. Newman is a private investor and advisor to health care and
pharmaceutical companies. From April 2000 until January 2001, Mr. Newman was
President, Chief Executive Officer and a director of more.com, an Internet
pharmaceutical company. From June 1993 to June 2000, Mr. Newman served as
President, Chief Operating Officer and director, from February 1996 until June
2000 as Chief Executive Officer and from February 1997 to June 2000 as Chairman
of the Board of Eckerd Corporation, a retail drug store chain. From January 1986
until May 1993, Mr. Newman was the President, Chief Executive Officer and a
director of F&M Distributors, Inc., a retail drug store chain. Mr. Newman is
also a director of JoAnn Stores, Inc. and Direct Meds, Inc.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE.

BOARD MEETINGS AND COMMITTEES

     The Board of Directors of Jabil held a total of eight meetings and took
action by written consent twelve times during the 2001 fiscal year. All
Directors attended 75% or more of the aggregate number of Board meetings and
committee meetings. The Board of Directors has a Compensation Committee, two
Stock Option Committees and an Audit Committee; however, it currently has no
nominating committee or other committee performing similar functions.

     The Compensation Committee, which currently consists of Messrs. Raymund and
Newman, reviews and establishes specific compensation plans, salaries, bonuses
and other benefits payable to Jabil's executive officers. During fiscal year
2001, the Compensation Committee held one meeting.

     The Stock Option Committee that administers Jabil's 1992 Stock Option Plan
with respect to individuals who are neither directors nor officers of Jabil
currently consists of Messrs. Morean and Main. During fiscal year 2001, the
Stock Option Committee held thirty-six meetings.

     The Stock Option Committee that is generally empowered to administer
Jabil's 1992 Stock Option Plan with respect to all individuals and the 1992
Employee Stock Purchase Plan consists of Messrs. Raymund and Newman. During
fiscal year 2001, the Stock Option Committee held three meetings.

                                        5
<PAGE>

     The Audit Committee assists the Board of Directors in fulfilling the
Board's oversight responsibilities relating to (1) the financial reports and
other financial information provided by Jabil to the public, (2) Jabil's systems
of internal controls regarding finance and accounting established by management
and the Board, and (3) Jabil's auditing, accounting and financial reporting
processes generally.

     Jabil's Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is attached as Appendix A to this Proxy Statement.
The members of the Audit Committee are currently Messrs. Raymund, Lavitt and
Newman, and are independent, as defined in Sections 303.01(B)(2)(a) and (3) of
the New York Stock Exchange's listing standards. During fiscal year 2001, the
Audit Committee held six meetings.

COMPENSATION OF DIRECTORS

     Non-employee directors receive $5,000 per Board of Directors meeting that
they attend. No other director currently receives any cash compensation for
attendance at Board of Directors or committee meetings. Directors are entitled
to reimbursement for expenses incurred in connection with their attendance at
Board of Directors meetings and committee meetings. In addition, non-employee
directors are also eligible to receive stock option grants pursuant to Jabil's
1992 Stock Option Plan, as amended. See "Certain Transactions" for information
regarding compensation payable to Mr. Murphy for certain consulting services.

                                        6
<PAGE>

                                 PROPOSAL NO. 2

             APPROVAL OF JABIL'S 2002 EMPLOYEE STOCK PURCHASE PLAN

GENERAL

     The Jabil 2002 Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Board of Directors in October 2001. At the Annual Meeting, you
are being asked to approve the adoption of the Purchase Plan and the issuance of
2,000,000 shares of common stock under the Purchase Plan. The Purchase Plan,
which is intended to qualify under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), permits eligible employees to purchase Jabil's
common stock at a discount through payroll deductions. The Purchase Plan is
intended to replace, and is substantially similar to, the current 1992 Employee
Stock Purchase Plan. The terms of the current 1992 Employee Stock Purchase Plan
require its termination before October 2002.

SUMMARY OF THE PURCHASE PLAN

     The following summary of the principal features and effects of the Purchase
Plan is qualified in its entirety by the terms of the Purchase Plan, which is
attached to this proxy as Appendix B.

     Purpose.  The purpose of the Purchase Plan is to provide employees of Jabil
and certain of its subsidiaries as designed by the Board (the "Subsidiaries")
with an opportunity to purchase common stock through accumulated payroll
deductions. Jabil intends to have the Purchase Plan qualify as an "employee
stock purchase plan" under Section 423 of the Code. The Board may adopt
sub-plans applicable to particular Subsidiaries, which sub-plans may be designed
to be outside the scope of Section 423 of the Code. With limited exceptions, the
rules of such sub-plans may take precedence over other provisions of the
Purchase Plan. The ability to adopt such sub-plans will facilitate Jabil's
global expansion.

     Administration.  The Purchase Plan will be administered by the Board of
Directors or a committee of members of the Board appointed by the Board (the
"Administrator"). Every finding, decision and determination by the Administrator
shall, to the full extent permitted by law, be final and binding upon all
parties. The Board may adopt rules and procedures relating to the operation of
the Purchase Plan to accommodate the specific requirements of local laws and
procedures.

     Eligibility.  All employees of Jabil or its Subsidiaries are eligible to
participate after 90 days of continuous employment if they are regularly
employed for at least 20 hours per week and more than five months per calendar
year. Participation in the Purchase Plan ends automatically on termination of
employment with Jabil or a Subsidiary. Eligible employees may become a
participant by completing a subscription agreement authorizing payroll
deductions and filing it with Jabil's payroll office at least ten business days
before the applicable enrollment date.

     Offering Periods.  The Purchase Plan is implemented by consecutive six
month offering periods commencing on the first trading day on or after July 1,
2002 and on January 1 and July 1 of each year thereafter.

     Purchase Price.  The purchase price per share of the shares offered under
the Purchase Plan in a given offering period shall be the lower of 85% of the
fair market value of a share of common stock on the enrollment date or 85% of
the fair market value of a share of common stock on the exercise date. The fair
market value of the common stock on a given date shall be the closing sale price
of a share of common stock for such date as reported by the New York Stock
Exchange or any other established stock exchange or national market system on
which the common stock is listed. The shares of Jabil common stock purchased
pursuant to the Purchase Plan will represent newly-issued shares.

     Payroll Deductions.  The purchase price for the shares of common stock is
accumulated by payroll deductions during the offering period in amounts elected
by the participants not exceeding 10% of such participants eligible compensation
during the offering period, which is defined in the Purchase Plan to include all
regular straight earnings and any payments for overtime, shift premiums,
commissions, incentive

                                        7
<PAGE>

compensation, incentive payments, regular bonuses and other compensation. A
participant may discontinue his or her participation in the Purchase Plan at any
time during the offering period. Payroll deductions shall commence on the first
payday following the enrollment date, and shall end on the exercise date of the
offering period unless sooner terminated as provided in the Purchase Plan. No
interest shall accrue on a participant's payroll deductions.

     Grant and Exercise of Option.  The maximum number of shares placed under
option to a participant in an offering period is that number determined by
dividing the amount of the participant's total payroll deductions to be
accumulated prior to an exercise date by the lower of 85% of the fair market
value of the common stock at the beginning of the offering period or on the
exercise date, provided that a participant will not be permitted to purchase
during each offering period more than a number of shares determined by dividing
$12,500 by the fair market value of Jabil's common stock on the enrollment date.
Unless a participant withdraws from the Purchase Plan, such participant's option
for the purchase of shares of common stock will be exercised automatically on
each exercise date for the maximum number of whole shares of common stock at the
applicable price. As promptly as practicable after each exercise date on which a
participant's purchase of shares of common stock occurs, Jabil will arrange the
delivery to the participant of a certificate representing the shares of common
stock purchased upon exercise of the participant's option. Notwithstanding the
foregoing, no employee will be permitted to subscribe for shares of common stock
under the Purchase Plan if, immediately after the grant of the option, the
employee would own five percent or more of the voting power or value of all
classes of stock of Jabil or of any of its subsidiaries (including stock that
may be purchased under the Purchase Plan or pursuant to any other options), nor
shall any employee be granted an option that would permit the employee to buy
under all employee stock purchase plans of Jabil more than $25,000 worth of
stock (determined at the fair market value of the shares of common stock at the
time the option is granted) in any calendar year. Options may be granted under
the Purchase Plan from time to time in substitution for stock options held by
employees of another corporation who become, or who became prior to the
effective date of the Purchase Plan, employees of Jabil or one of its
subsidiaries as a result of a merger with or acquisition by Jabil.

     Withdrawal; Termination of Employment.  Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with Jabil or a
Subsidiary. A participant will be required to withdraw all of the payroll
deductions credited to such participant's account and not yet used and must give
written notice of such withdrawal to Jabil.

     Transferability.  No rights or accumulated payroll deductions of a
participant under the Purchase Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or by designation of a beneficiary as provided in the Purchase
Plan) and any such attempt may be treated by Jabil as an election to withdraw
from the Purchase Plan.

     Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale
or Change of Control. Subject to any required action by Jabil's stockholders,
the shares of common stock reserved under the Purchase Plan, as well as the
price per share of common stock covered by each option under the Purchase Plan
that has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of common stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the common stock, or any other increase or decrease in the
number of shares of common stock effected without receipt of consideration by
Jabil; provided, however, that conversion of any convertible securities of Jabil
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. In the event of the proposed dissolution
or liquidation of Jabil, the offering period will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the
Board. In the event of a proposed sale of all or substantially all of the assets
of Jabil or a merger of Jabil with or into another corporation, the Purchase
Plan provides that each option under the Purchase Plan be assumed or an
equivalent option be substituted by the successor or purchaser corporation,
unless the Board determines to shorten the offering period or to cancel each
outstanding right to purchase and to refund all sums collected during that
offering period to the participants.

                                        8
<PAGE>

     Amendment and Termination.  Jabil's Board of Directors may at any time and
for any reason terminate or amend the Purchase Plan. Except as provided in the
Purchase Plan with respect to adjustments upon changes in capitalization,
dissolution, merger, asset sale or change of control, no such termination can
affect options previously granted, provided that an offering period may be
terminated by the Board of Directors on any exercise date if the Board
determines that the termination of the Purchase Plan is in the best interests of
Jabil and its stockholders. Except as provided in the Purchase Plan with respect
to adjustments upon changes in capitalization, dissolution, merger, asset sale
or change of control, no amendment may make any change in any option theretofore
granted that adversely affects the rights of any participant. To the extent
necessary to comply with Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, or under Section 423 of the Code (or any successor rule or provision
or any other applicable law or regulation), Jabil shall obtain stockholder
approval of any amendment to the Purchase Plan in such a manner and to such a
degree as required. Unless terminated sooner, the Purchase Plan will terminate
on October 17, 2011.

FEDERAL TAX INFORMATION FOR THE PURCHASE PLAN

     The Purchase Plan and the rights of participants to make purchases under
the Purchase Plan are intended to qualify under the provisions of Sections 421
and 423 of the Code. Under these provisions, no income will be taxable to a
participant until the shares purchased under the Plan are sold or otherwise
disposed of. Upon sale or other disposition of the shares of common stock, the
participant will generally be subject to tax, and the amount of the tax will
depend upon the holding period. If the shares of common stock are sold or
otherwise disposed of more than two years from the first day of the offering
period, the participant will recognize ordinary income measured as the lesser of
(a) the excess of the fair market value of the shares of common stock at the
time of such sale or disposition over the purchase price, or (b) an amount equal
to 15% of the fair market value of the shares of common stock as of the first
day of the offering period. Any additional gain will be treated as long-term
capital gain. If the shares of common stock are sold or otherwise disposed of
before the expiration of this holding period, the participant will recognize
ordinary income generally measured as the excess of the fair market value of the
shares of common stock on the date the shares are purchased over the purchase
price. Any additional gain or loss on such sale or disposition will be long-term
or short-term capital gain or loss, depending on the holding period. Jabil is
not entitled to a deduction for amounts taxed as ordinary income or capital gain
to a participant except to the extent of ordinary income recognized by
participants upon a sale or disposition of shares of common stock prior to the
expiration of the holding period(s) described above. The foregoing is only a
summary of the effect of federal income taxation upon the participant and Jabil
with respect to the shares of common stock purchased under the Purchase Plan.
Reference should be made to the applicable provisions of the Code. In addition,
the summary does not discuss the tax consequences of a participant's death or
the income tax laws of any state or foreign country in which the participant may
reside.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     The continued success of Jabil depends upon its ability to attract and
retain highly qualified and competent employees. The Purchase Plan enhances that
ability and provides additional incentive to such personnel to advance the
interests of Jabil and its stockholders.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

                                        9
<PAGE>

                                 PROPOSAL NO. 3

                 APPROVAL OF JABIL'S 2002 STOCK INCENTIVE PLAN

GENERAL

     The Jabil 2002 Stock Incentive Plan (the "Incentive Plan") was adopted by
the Board of Directors in October 2001. At the Annual Meeting, you are being
asked to approve the adoption of the Incentive Plan and the issuance of
7,000,000 shares of common stock under the Incentive Plan. If the proposed
Incentive Plan is not approved by the Jabil stockholders, then it will not go
into effect. The Incentive Plan is intended to replace the current 1992 Stock
Option Plan, which by its terms must terminate in October 2002, and to provide
stock option awards that are substantially similar to the awards provided by the
current plan as well as other types of stock-based awards.

SUMMARY OF THE INCENTIVE PLAN

     The following summary of the Incentive Plan is qualified in its entirety by
the terms of the Incentive Plan, which is attached to this proxy as Appendix C.

     Purpose.  The purposes of the Incentive Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to employees and consultants of Jabil and to promote the
success of Jabil's business.

     Awards.  The Incentive Plan provides for awards of incentive stock options,
nonstatutory stock options, stock awards, performance units, performance shares
and stock appreciation rights. The Board may adopt sub-plans applicable to
particular Subsidiaries. With limited exceptions, the rules of such sub-plans
may take precedence over other provisions of the Incentive Plan. The ability to
adopt such sub-plans will facilitate Jabil's global expansion.

     Stock Subject to the Incentive Plan.  The aggregate number of shares of
common stock that may be subject to awards under the Incentive Plan, subject to
adjustment upon a change in capitalization, is 7,000,000 shares (compared to the
18,784,944 shares that were authorized for issuance pursuant to the existing
1992 Stock Option Plan). Such shares of common stock may be authorized, but
unissued, or reacquired shares of common stock. Shares of common stock that were
subject to Incentive Plan awards that expire or become unexercisable without
having been exercised in full and shares of common stock that are delivered to
or withheld by Jabil as payment for all or any portion of the exercise price of
an award or the withholding of taxes shall become available for future awards
under the Incentive Plan. The number of shares of common stock authorized for
issuance under the Incentive Plan will be increased by any shares of common
stock that were previously authorized to be optioned and sold under the 1992
Stock Option Plan and that are not subject to outstanding options when the 1992
Stock Option Plan terminates prior to October 2002. As of the Record Date, the
number of shares of common stock authorized for issuance under the 1992 Stock
Option Plan that are not subject to outstanding options is 6,111,702.

     Administration.  The Incentive Plan may be administered by the Board of
Directors or one or more committees of the Board (the "Administrator"). The
Board may require that the Administrator be constituted to comply with Rule
16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Section 162(m) of the Code, or both. Subject to the other provisions of the
Incentive Plan, the Administrator has the power to determine the terms of each
award granted, including the exercise price, the number of shares subject to the
award and the exercisability thereof. In accordance with applicable law, the
Board may, by a resolution adopted by the Board, authorize one or more officers
of Jabil to designate officers (other than the officer so authorized) and
employees of Jabil to be recipients of stock options and determine the number of
stock options to be granted. Such a Board resolution must specify the total
number and the terms, including exercise price, of the stock options that an
officer or officers of Jabil may grant.

     Eligibility.  The Incentive Plan provides that the Administrator may grant
awards to employees and consultants, including non-employee directors. The
Administrator may grant incentive stock options only to employees. A grantee who
has received a grant of an award may, if he is otherwise eligible, receive
additional

                                        10
<PAGE>

award grants. The Administrator selects the grantees and determines the number
of shares of common stock to be subject to each award. In making such
determination, the Administrator shall take into account the duties and
responsibilities of the employee or consultant, the value of his services, his
potential contribution to the success of Jabil, the anticipated number of years
of future service and other relevant factors. The Administrator shall not grant
to any employee, in any fiscal year of Jabil, stock options to purchase more
than 3,000,000 shares of common stock.

     Maximum Term and General Terms and Conditions of Awards.  With respect to
any grantee who owns stock possessing 10% or more of the voting power of all
classes of stock of Jabil (a "10% Stockholder"), the maximum term of any
incentive stock option granted to such optionee must not exceed five years. The
term of all other options granted under the Incentive Plan may not exceed ten
years.

     Each award granted under the Incentive Plan is evidenced by a written
agreement between the grantee and Jabil and is subject to the following general
terms and conditions:

          (a) Termination of Employment.  If a grantee's continuous status as an
     employee or consultant terminates for any reason (other than upon the
     grantee's death or disability), the grantee may exercise his unexercised
     option or stock appreciation right, but only within such period of time as
     is determined by the Administrator (with such determination being made at
     the time of grant and not exceeding 3 months in the case of an incentive
     stock option) and only to the extent that the grantee was entitled to
     exercise it at the date of such termination (but in no event may the option
     or stock appreciation right be exercised later than the expiration of the
     term of such award as set forth in the award agreement). A grantee's stock
     award shall be forfeited, to the extent it is forfeitable immediately
     before the date of such termination, or settled by delivery of the
     appropriate number of unrestricted shares, to the extent it is
     nonforfeitable. A grantee's performance shares or performance units with
     respect to which the performance period has not ended as of the date of
     such termination shall terminate.

          (b) Disability.  If a grantee's continuous status as an employee or
     consultant terminates as a result of permanent and total disability (as
     defined in Section 22(e)(3) of the Code), the grantee may exercise his
     unexercised option or stock appreciation right, but only within 12 months
     from the date of such termination, and only to the extent that the optionee
     was entitled to exercise it at the date of such termination (but in no
     event may the option or stock appreciation right be exercised later than
     the expiration of the term of such award as set forth in the award
     agreement). A grantee's stock award shall be forfeited, to the extent it is
     forfeitable immediately before the date of such termination, or settled by
     delivery of the appropriate number of unrestricted shares, to the extent it
     is nonforfeitable. A grantee's performance shares or performance units with
     respect to which the performance period has not ended as of the date of
     such termination shall terminate.

          (c) Death.  In the event of a grantee's death, the grantee's estate or
     a person who acquired the right to exercise the deceased grantee's option
     or stock appreciation right by bequest or inheritance may exercise the
     option or stock appreciation right, but only within 12 months following the
     date of death, and only to the extent that the grantee was entitled to
     exercise it at the date of death (but in no event may the option or stock
     appreciation right be exercised later than the expiration of the term of
     such award as set forth in the award agreement). A grantee's stock award
     shall be forfeited, to the extent it is forfeitable immediately before the
     date of such termination, or settled by delivery of the appropriate number
     of unrestricted shares, to the extent it is nonforfeitable. A grantee's
     performance shares or performance units with respect to which the
     performance period has not ended as of the date of such termination shall
     terminate.

          (d) Nontransferability of Awards.  Except as described below, an award
     granted under the Incentive Plan is not transferable by the grantee, other
     than by will or the laws of descent and distribution, and is exercisable
     during the grantee's lifetime only by the grantee. In the event of the
     grantee's death, an option or stock appreciation right may be exercised by
     a person who acquires the right to exercise the award by bequest or
     inheritance. To the extent and in the manner permitted by applicable law
     and the Administrator, a grantee may transfer an award to certain family
     members and other individuals and entities.
                                        11
<PAGE>

     Terms and Conditions of Options.  Each option granted under the Incentive
Plan is subject to the following terms and conditions:

          (a) Exercise Price.  The Administrator determines the exercise price
     of options to purchase shares of common stock at the time the options are
     granted. As a general rule, the exercise price of an option must be no less
     than 100% (110% for an incentive stock option granted to a 10% Stockholder)
     of the fair market value of the common stock on the date the option is
     granted. This general rule is different than the exercise price provision
     of the 1992 Stock Option Plan, which does not place such a restriction on
     the exercise price of a nonstatutory stock option. The Incentive Plan
     provides exceptions for certain options granted in connection with an
     acquisition by Jabil of another corporation or granted as inducements to an
     individual's commencing employment with Jabil. For so long as Jabil's
     common stock is traded on the NYSE, the fair market value of a share of
     common stock shall be the closing sales price for such stock (or the
     closing bid if no sales were reported) as quoted on such system on the last
     market trading day prior to the date of determination of such fair market
     value.

          (b) Exercise of the Option.  Each award agreement specifies the term
     of the option and the date when the option is to become exercisable. The
     terms of such vesting are determined by the Administrator. An option is
     exercised by giving written notice of exercise to Jabil, specifying the
     number of full shares of common stock to be purchased and by tendering full
     payment of the purchase price to Jabil.

          (c) Form of Consideration.  The consideration to be paid for the
     shares of common stock issued upon exercise of an option is determined by
     the Administrator and set forth in the award agreement. Such form of
     consideration may vary for each option, and may consist entirely of cash,
     check, promissory note, other shares of the Jabil's common stock, any
     combination thereof, or any other legally permissible form of consideration
     as may be provided in the Incentive Plan and the award agreement.

          (d) Value Limitation.  If the aggregate fair market value of all
     shares of common stock subject to a grantee's incentive stock option which
     are exercisable for the first time during any calendar year exceeds
     $100,000, the excess options shall be treated as nonstatutory options.

          (e) Other Provisions.  The award agreement may contain such other
     terms, provisions and conditions not inconsistent with the Incentive Plan
     as may be determined by the Administrator. Shares of common stock covered
     by options which have terminated and which were not exercised prior to
     termination will be returned to the Incentive Plan.

     Stock Appreciation Rights.  The Administrator may grant stock appreciation
rights in tandem with an option or alone and unrelated to an option. Tandem
stock appreciation rights shall expire no later than the expiration of the
related option. Stock appreciation rights may be exercised by the delivery to
Jabil of a written notice of exercise. The exercise of a stock appreciation
right will entitle the grantee to receive the excess of the percentage stated in
the award agreement of the fair market value of a share of common stock over the
exercise price for each share of common stock with respect to which the stock
appreciation right is exercised. Payment upon exercise of a stock appreciation
right may be in cash, shares of common stock or a combination of cash and shares
of common stock.

     Stock Awards.  The Administrator may grant awards of shares of common stock
in such amount and upon such terms and conditions as the Administrator specifies
in the award agreement.

     Performance Units and Performance Shares.  The Administrator may grant
awards of performance units and performance shares in such amounts and upon such
terms and conditions, including the performance goals and the performance
period, as the Administrator specifies in the award agreement. The Administrator
will establish an initial value for each performance unit on the date of grant.
The initial value of a performance share will be the fair market value of a
share of common stock on the date of grant. Payment of earned performance units
or performance shares will be occur following the close of the applicable
performance period and in the form of cash, shares of common stock or a
combination of cash and shares of common stock.

     Adjustment upon Changes in Capitalization.  In the event of changes in the
outstanding stock of Jabil by reason of any stock splits, reverse stock splits,
stock dividends, mergers, recapitalizations or other change in

                                        12
<PAGE>

the capital structure of Jabil, an appropriate adjustment shall be made by the
Board of Directors in: (i) the number of shares of common stock subject to the
Incentive Plan, (ii) the number and class of shares of common stock subject to
any award outstanding under the Incentive Plan, and (iii) the exercise price of
any such outstanding award. The determination of the Board of Directors as to
which adjustments shall be made shall be conclusive.

     Change in Control.  In the event of a change in control of Jabil, any award
outstanding on the date of such change in control that is not yet vested shall
become fully vested on the earlier of (i) the first anniversary of the date of
such change in control, if the grantee's continuous status as an employee or
consultant of Jabil does not terminate prior to such anniversary, or (ii) the
date of termination of the grantee's continuous status as an employee or
consultant of Jabil as a result of termination by Jabil or its successor without
cause or resignation by the grantee for good reason. However, an award will not
become fully vested due to a change in control if the grantee's continuous
status as an employee or consultant terminates as a result of termination by
Jabil or its successor for cause or resignation by the grantee without good
reason.

     In the event of a proposed dissolution or liquidation of Jabil, all
outstanding awards will terminate immediately before the consummation of such
proposed action. The Board may, in the exercise of its sole discretion in such
instances, declare that any option or stock appreciation right shall terminate
as of a date fixed by the Board and give each grantee the right to exercise his
option or stock appreciation right as to all or any part of the stock covered by
such award, including shares as to which the option or stock appreciation right
would not otherwise be exercisable.

     In the event of a merger of Jabil with or into another corporation, the
sale of substantially all of the assets of Jabil or the acquisition by any
person, other than Jabil, of 50% or more of Jabil's then outstanding securities,
each outstanding option and stock appreciation right shall be assumed or an
equivalent option and stock appreciation right shall be substituted by the
successor corporation; provided, however, if such successor or purchaser refuses
to assume the then outstanding options or stock appreciation rights, the
Incentive Plan provides for the acceleration of the exercisability of all or
some outstanding options and stock appreciation rights.

     Amendment and Termination of the Incentive Plan.  The Board may at anytime
amend, alter, suspend or terminate the Incentive Plan. Jabil shall obtain
stockholder approval of any amendment to the Incentive Plan in such a manner and
to such a degree as is necessary and desirable to comply with Rule 16b-3 of the
Exchange Act or Section 422 of the Code (or any other applicable law or
regulation, including the requirements of any exchange or quotation system on
which the common stock is listed or quoted). No amendment or termination of the
Incentive Plan shall impair the rights of any grantee, unless mutually agreed
otherwise between the grantee and Jabil, which agreement must be in writing and
signed by the grantee and Jabil. In any event, the Incentive Plan shall
terminate on October 17, 2011. Any awards outstanding under the Incentive Plan
at the time of its termination shall remain outstanding until they expire by
their terms.

FEDERAL TAX INFORMATION

     Pursuant to the Incentive Plan, Jabil may grant either "incentive stock
options," as defined in Section 422 of the Code, nonstatutory options, stock
appreciation rights, stock awards, performance units or performance shares.

     An optionee who receives an incentive stock option grant will not recognize
any taxable income either at the time of grant or exercise of the option,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or other disposition of the shares more than two years after the
grant of the option and one year after the exercise of the option, any gain or
loss will be treated as a long-term or short-term capital gain or loss,
depending upon the holding period. If these holding periods are not satisfied,
the optionee will recognize ordinary income at the time of sale or disposition
equal to the difference between the exercise price and the lower of (a) the fair
market of the shares at the date of the option exercise or (b) the sale price of
the shares. Jabil will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Any gain or loss recognized on such
a premature disposition of the shares in excess

                                        13
<PAGE>

of the amount treated as ordinary income will be characterized as long-term or
short-term capital gain or loss, depending on the holding period.

     All options that do not qualify as incentive stock options are referred to
as nonstatutory options. An optionee will not recognize any taxable income at
the time he or she receives a nonstatutory option grant. However, upon exercise
of the nonstatutory option, the optionee will recognize ordinary taxable income
generally measured as the excess of the fair market value of the shares
purchased on the date of exercise over the purchase price. Any taxable income
recognized in connection with an option exercise by an optionee who is also an
employee of Jabil will be subject to tax withholding by Jabil. Upon the sale of
such shares by the optionee, any difference between the sale price and the fair
market value of the shares on the date of exercise of the option will be treated
as long-term or short-term capital gain or loss, depending on the holding
period. Jabil will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.

     With respect to stock awards, stock appreciation rights, performance units
and performance shares that may be settled either in cash or in shares of common
stock that are either transferable or not subject to a substantial risk of
forfeiture under Section 83 of the Code, the grantee will realize ordinary
taxable income, subject to tax withholding, equal to the amount of the cash or
the fair market value of the shares of common stock received. Jabil will be
entitled to a deduction in the same amount and at the same time as the
compensation income is received by the participant.

     With respect to shares of common stock that are both nontransferable and
subject to a substantial risk of forfeiture the participant will realize
ordinary taxable income equal to the fair market value of the shares of common
stock at the first time the shares of common stock are either transferable or
not subject to a substantial risk of forfeiture. Jabil will be entitled to a
deduction in the same amount and at the same time as the ordinary taxable income
realized by the grantee.

     The foregoing is only a summary of the effect of federal income taxation
upon the grantee and Jabil with respect to the grant and exercise of awards
under the Incentive Plan, does not purport to be complete, and does not discuss
the tax consequences of the grantee's death or the income tax laws of any
municipality, state or foreign country in which a grantee may reside.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     Your Board believes that the proposed Incentive Plan is necessary in order
to continue to provide incentives to existing and future officers and employees
of Jabil. The current 1992 Stock Option Plan expires in October of 2002.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

                                        14
<PAGE>

                                 PROPOSAL NO. 4

              RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors has selected KPMG LLP to audit the financial
statements of Jabil for the fiscal year ending August 31, 2002. KPMG LLP (or its
predecessor firm) has audited Jabil's financial statements since the fiscal year
ended August 31, 1984. A representative of KPMG LLP is expected to be present at
the Annual Meeting, will have the opportunity to make a statement, and is
expected to be available to respond to appropriate questions.

                             AUDIT COMMITTEE REPORT

     Jabil's Audit Committee serves to assist the Board in fulfilling the
oversight responsibilities it has under the law with respect to financial
reports and other financial information provided by Jabil to the public, Jabil's
systems of internal controls regarding finance and accounting that management
and the Board have established, and Jabil's auditing, accounting and financial
reporting processes generally. Jabil's management has primary responsibility for
preparing Jabil's financial statements and its financial reporting process.
Jabil's independent accountants, KPMG LLP, are responsible for expressing an
opinion on the conformity of Jabil's audited financial statements to generally
accepted accounting principles.

     In this context, the Audit Committee reports as follows:

          1. The Audit Committee has reviewed and discussed the audited
     financial statements with Jabil's management.

          2. The Audit Committee has discussed with KPMG LLP the matters
     required to be discussed by SAS 61 (Codification of Statements on Auditing
     Standard, AU sec. 380).

          3. The Audit Committee has received the written disclosures and the
     letter from KPMG LLP required by Independence Standards Board Standard No.
     1 (Independence Standards Board Standards No. 1, Independence Discussions
     with Audit Committees) and has discussed with KPMG LLP their independence.

          4. Based on the review and discussion referred to in paragraphs (1)
     through (3) above, the Audit Committee recommended to Jabil's Board, and
     the Board has approved, that the audited financial statements be included
     in Jabil's Annual Report on Form 10-K for the fiscal year ended August 31,
     2001, for filing with the Securities and Exchange Commission.

                                          Submitted by the Audit Committee

                                          Mel S. Lavitt
                                          Steven A. Raymund
                                          Frank A. Newman

AUDIT AND OTHER FEES

     The fees billed to Jabil by KPMG LLP for fiscal year 2001 were as follows:

     Audit Fees.  Audit fees billed to us by KPMG for its audit of Jabil's
annual financial statements and its review of Jabil's quarterly financial
statements was $963,000.

     Financial Information Systems Design and Implementation Fees.  KPMG LLP did
not bill us for any fees related to financial information systems design and
implementation.

     All Other Fees.  Fees billed to us by KPMG LLP for all other non-audit
services rendered, including tax related services totaled $980,000.

                                        15
<PAGE>

     The Audit Committee has considered whether the provision of the services
included in the categories "All Other Fees" and "Financial Information System
Design and Implementation Fees" is compatible with maintaining the independence
of KPMG LLP.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     If the stockholders do not approve the selection of KPMG LLP, the
appointment of the independent auditors will be reconsidered by the Board of
Directors.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

                                        16
<PAGE>

                               OTHER INFORMATION

SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of common stock of
Jabil as of the Record Date by: (i) each of Jabil's directors and nominees for
director; (ii) each of the Named Officers listed in the Summary Compensation
Table below; (iii) all current directors and executive officers of Jabil as a
group; and (iv) each person known by Jabil to own beneficially more than 5% of
the outstanding shares of its common stock. The number and percentage of shares
beneficially owned is determined under rules of the Securities and Exchange
Commission ("SEC"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares as to which the individual
has the right to acquire within 60 days of the Record Date through the exercise
of any stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares shown as beneficially owned. A total
of 197,145,922 shares of Jabil's common stock were issued and outstanding as of
the Record Date.

<Table>
<Caption>
                                                              NUMBER OF    PERCENT OF
    DIRECTORS, NAMED OFFICERS AND PRINCIPAL STOCKHOLDERS        SHARES       TOTAL
    ----------------------------------------------------      ----------   ----------
<S>                                                           <C>          <C>
Principal Stockholders:
  William D. Morean(1)(2)...................................  33,980,028      17.2%
  c/o Jabil Circuit, Inc.
  10560 Ninth Street North
  St. Petersburg, Florida 33716
  Audrey M. Petersen(1)(3)..................................  23,865,268      12.1%
  c/o Jabil Circuit, Inc.
  10560-Ninth Street North
  St. Petersburg, Florida 33716
  Capital Research and Management Company(4)................  10,310,000       5.2%
  333 South Hope Street
  Los Angeles, California 90071
Directors(5):
  Thomas A. Sansone(6)......................................   5,371,462       2.7%
  Timothy L. Main(7)........................................     591,062         *
  Lawrence J. Murphy(8).....................................     159,366         *
  Mel S. Lavitt(9)..........................................     228,300         *
  Steven A. Raymund(10).....................................      70,300         *
  Frank A. Newman(11).......................................      58,700         *
Named Officers:
  Ronald J. Rapp(12)........................................     124,538         *
  Wesley B. Edwards(13).....................................     339,741         *
  Mark T. Mondello(14)......................................     344,102         *
  Chris A. Lewis(15)........................................     189,394         *
All current directors and executive officers as a group (29
  persons)(16)..............................................  42,714,208      21.4%
</Table>

---------------

  *  Less than one percent.
 (1) Includes (i) 20,239,987 shares held by the William E. Morean Residual
     Trust, as to which Mr. Morean and Ms. Audrey Petersen (Mr. Morean's mother)
     share voting and dispositive power as members of the Management Committee
     created under the Trust, and (ii) 6,291 shares held by the William D.
     Morean Trust, of which Mr. Morean is trustee, as to which Mr. Morean has
     sole voting and dispositive power.
 (2) Includes (i) 13,230,850 shares held of record by Cheyenne Holdings Limited
     Partnership, a Nevada limited partnership, of which Morean Management
     Company is the sole general partner, as to which Mr. Morean has sole voting
     and dispositive power, (ii) 400,000 shares held of record by Eagle's Wing

                                        17
<PAGE>

Foundation, a private charitable foundation of which Mr. Morean is a director
and with respect to which Mr. Morean may be deemed to have shared voting and
dispositive power, and (iii) 102,900 shares subject to options held by Mr.
     Morean that are exercisable within 60 days of the Record Date.
 (3) Includes (i) 3,579,870 shares held by Morean Limited Partnership, a North
     Carolina limited partnership, of which Morean-Petersen, Inc. is the sole
     general partner, as to which Ms. Petersen has shared voting and dispositive
     power; Ms. Petersen is the President of Morean-Petersen, Inc., (ii) 5,010
     shares held by Audrey Petersen Revocable Trust, of which Ms. Petersen is
     trustee, as to which Ms. Petersen has sole voting and dispositive power,
     (iii) 20,239,987 shares held by the William E. Morean Residual Trust and
     (iv) 40,400 shares held of record by the Morean Petersen Foundation, Inc.,
     a private charitable foundation of which Ms. Petersen is a director and
     with respect to which Ms. Petersen may be deemed to have shared voting and
     dispositive power.
 (4) We obtained information about shares owned by Capital Research and
     Management Company from a Schedule 13G filed by Capital Research and
     Management Company with the SEC as of February 12, 2001.
 (5) Mr. Morean is a Director of Jabil in addition to being a Principal
     Stockholder.
 (6) Includes (i) 4,531,600 shares held by TASAN Limited Partnership, a Nevada
     limited partnership, of which TAS Management, Inc. is the sole general
     partner, as to which Mr. Sansone has sole voting and dispositive power; Mr.
     Sansone is President of TAS Management, Inc., (ii) 710,000 shares held by
     Life's Requite, Inc., a private charitable foundation of which Mr. Sansone
     is a director and as to which Mr. Sansone may be deemed to have shared
     voting and dispositive power, and (iii) 129,862 shares subject to options
     held by Mr. Sansone that are exercisable within 60 days of the Record Date.
 (7) Includes 492,634 shares subject to options held by Mr. Main that are
     exercisable within 60 days of the Record Date.
 (8) Includes 131,366 shares subject to options held by Mr. Murphy that are
     exercisable within 60 days of the Record Date.
 (9) Includes 20,300 shares subject to options held by Mr. Lavitt that are
     exercisable within 60 days of the Record Date.
(10) Includes 8,460 shares subject to options held by Mr. Raymund that are
     exercisable within 60 days of the Record Date.
(11) Represents shares subject to options held by Mr. Newman that are
     exercisable within 60 days of the Record Date.
(12) Includes 42,584 shares subject to options held by Mr. Rapp that are
     exercisable within 60 days of the Record Date.
(13) Includes 235,644 shares subject to options held by Mr. Edwards that are
     exercisable within 60 days of the Record Date.
(14) Includes 239,050 shares subject to options held by Mr. Mondello that are
     exercisable within 60 days of the Record Date.
(15) Includes 53,918 shares subject to options held by Mr. Lewis that are
     exercisable within 60 days of the Record Date.
(16) Includes 2,298,381 shares subject to options held by 22 executive officers,
     two employee directors and five non-employee directors that are exercisable
     within 60 days of the Record Date.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires Jabil's officers and directors,
and persons who own more than ten percent of a registered class of Jabil's
equity securities, to file initial reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the SEC. Such officers, directors and
ten-percent stockholders are also required by SEC rules to furnish Jabil with
copies of all such forms that they file.

     Based solely on its review of the copies of such forms received by Jabil
from certain reporting persons, Jabil believes that, during the fiscal year
ended August 31, 2001, all Section 16(a) filing requirements applicable to its
officers, directors and ten percent stockholders were complied with.

                                        18
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Jabil's Compensation Committee was formed in November 1992 and is currently
composed of Messrs. Newman and Raymund. No member of the Compensation Committee
is currently or was formerly an officer or an employee of Jabil or its
subsidiaries.

                         EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table shows, as to (i) the Chief Executive Officer, and (ii)
each of the four other most highly compensated executive officers (a) whose
salary plus bonus exceeded $100,000 during the last fiscal year, and (b) who
served as executive officers at fiscal year end, in addition to any individuals
who were not serving as executive officers at fiscal year end but who, if they
had been, would have been included among the four most highly compensated
executive officers (collectively the "Named Officers"), information concerning
compensation paid for services to Jabil in all capacities during the three
fiscal years ended August 31, 2001:

<Table>
<Caption>
                                                            ANNUAL
                                                       COMPENSATION(1)
                                            FISCAL   --------------------       ALL OTHER
NAME AND PRINCIPAL POSITION                  YEAR    SALARY($)   BONUS($)   COMPENSATION($)(2)
---------------------------                 ------   ---------   --------   ------------------
<S>                                         <C>      <C>         <C>        <C>
Timothy L. Main...........................   2001    $656,154    $ 70,000        $38,519
  Chief Executive Officer,................   2000     397,308     370,000         31,674
  President and Director(3)...............   1999     298,846     151,557         33,329
Ronald J. Rapp............................   2001    $363,077    $ 40,000        $24,830
  Chief Operating Officer.................   2000     194,231     219,882         42,828
                                             1999     274,423     139,537         28,735
Wesley B. Edwards.........................   2001    $275,000    $ 27,500        $19,557
  Senior Vice President,..................   2000     274,327     246,875         22,715
  Operations..............................   1999     248,846     139,537         25,835
Mark T. Mondello..........................   2001    $275,000    $ 27,500        $19,557
  Senior Vice President,..................   2000     271,366     246,875         23,582
  Business Development....................   1999     140,000     108,757         15,153
Chris A. Lewis............................   2001    $275,616    $ 28,000        $17,382
  Chief Financial Officer.................   2000     248,654     179,688         18,707
                                             1999     199,423      92,875         19,704
</Table>

---------------

(1) Compensation deferred at the election of executive is included in the year
    earned.
(2) Represents payments pursuant to Jabil's Profit Sharing Plan. The Board of
    Directors determines the aggregate amount of payments under the plan based
    on quarterly financial results. The actual amount paid to individual
    participants is based on the participant's salary and bonus actually paid
    (not necessarily earned) during such quarter.

     During the last three fiscal years, Jabil has not provided to the Named
Officers any compensation disclosable as "Other Annual Compensation" (except for
perquisites that, for any Named Officer, were less than the lesser of $50,000 or
10% of such Named Officer's total salary and bonus), nor has it granted any
restricted stock awards or options to Named Officers. Jabil does not have any
long-term incentive plans within the meaning of SEC rules.

                                        19
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth information as to stock options granted to
all Named Officers during the fiscal year ended August 31, 2001. These options
were granted under our 1992 Stock Option Plan and, unless otherwise indicated,
provide for vesting as to 12% of the underlying common stock six months after
the date of grant, then 2% per month thereafter. Options were granted at an
exercise price equal to 100% of the fair market value of our common stock on the
date of grant. The amounts under "Potential Realizable Value at Assumed Annual
Rate of Stock Appreciation for Option Term" represent the hypothetical gains of
the options granted based on assumed annual compound stock appreciation rates of
5% and 10% over their exercise price for the full ten-year term of the options.
The assumed rates of appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent our estimate or projection of
future common stock prices.

<Table>
<Caption>
                                                                                       POTENTIAL REALIZABLE
                                                PERCENT                                  VALUE AT ASSUMED
                                 NUMBER OF       TOTAL                                 ANNUAL RATE OF STOCK
                                 SECURITIES     OPTIONS                               PRICE APPRECIATION FOR
                                 UNDERLYING    GRANTED TO    EXERCISE                     OPTION TERM($)
                                  OPTIONS     EMPLOYEES IN   PRICE PER   EXPIRATION   -----------------------
             NAME                GRANTED(#)   FISCAL YEAR      SHARE        DATE          5%          10%
             ----                ----------   ------------   ---------   ----------   ----------   ----------
<S>                              <C>          <C>            <C>         <C>          <C>          <C>
Timothy L. Main................   141,900         4.51%       $42.75      10/12/10    $3,815,016   $9,668,000
Ronald J. Rapp.................    16,900          .54%        42.75      10/12/10       454,361    1,151,439
Wesley B. Edwards..............    28,600          .91%        42.75      10/12/10       768,918    1,948,589
Mark T. Mondello...............    28,300          .90%        42.75      10/12/10       760,852    1,928,149
Chris A. Lewis.................    23,500          .75%        42.75      10/12/10       631,803    1,601,113
</Table>

OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES

     The following table sets forth certain information concerning the exercise
of options during the fiscal year ended August 31, 2001, and the aggregate value
of unexercised options at August 31, 2001, for each of the Named Officers. Jabil
does not have any outstanding stock appreciation rights.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR END OPTION VALUES

<Table>
<Caption>
                                                             NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                                  OPTIONS AT              IN-THE-MONEY OPTIONS AT
                             SHARES                           AUGUST 31, 2001(#)           AUGUST 31, 2001($)(2)
                           ACQUIRED ON       VALUE        ---------------------------   ---------------------------
NAME                       EXERCISE(#)   REALIZED($)(1)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                       -----------   --------------   -----------   -------------   -----------   -------------
<S>                        <C>           <C>              <C>           <C>             <C>           <C>
Timothy L. Main..........          0              0         413,884        373,616      $3,383,689     $1,810,845
Ronald J. Rapp...........          0              0         106,148         77,752       1,238,918        556,181
Wesley B. Edwards........          0              0         210,064        107,178       3,396,812        774,163
Mark T. Mondello.........          0              0         220,900         79,600       3,393,760        520,254
Chris A. Lewis...........     25,192        443,937          39,548         65,144         261,470        390,590
</Table>

---------------

(1) The closing price for Jabil's common stock as reported through the NYSE on
    August 31, 2001 was $23.11. "Value Realized" is calculated on the basis of
    the difference between the option exercise price and $23.11 multiplied by
    the number of shares of Common Stock to which the exercise relates.
(2) These values, unlike the amounts set forth in the column entitled "Value
    Realized," have not been, and may never be, realized and are based on the
    positive spread between the respective exercise prices of outstanding
    options and the closing price of Jabil's Common Stock on August 31, 2001,
    the last day of trading for fiscal 2001.

CHANGE IN CONTROL ARRANGEMENTS

     On October 17, 2001, the Stock Option Committee of the Board adopted a
resolution to amend all unexercised and unexpired stock options granted under
Jabil's 1992 Stock Option Plan, including those options granted to Jabil's
executive officers. The resolution adopted by the Committee sets forth the
effect that

                                        20
<PAGE>

a change in control of Jabil would have on the vesting of such options. Upon a
change in control of Jabil, any option outstanding on the date of such change in
control that is not yet vested shall become fully vested on the earlier of (i)
the first anniversary of the date of such change in control, if the grantee's
continuous status as an employee or consultant of Jabil does not terminate
before such anniversary, or (ii) the date of termination of the grantee's
continuous status as an employee or consultant of Jabil as a result of
termination by Jabil or its successor without cause or resignation by the
grantee for good reason. However, an award will not become fully vested due to a
change in control if the grantee's continuous status as an employee or
consultant terminates as a result of termination by Jabil or its successor for
cause or resignation by the grantee without good reason. Jabil anticipates that
options granted in the future will contain similar change in control provisions.

                              CERTAIN TRANSACTIONS

     C.E. Unterberg, Towbin (or its predecessors) has performed certain
investment banking services for Jabil in the past and may be asked to perform
investment banking services for Jabil in the future. Mel S. Lavitt, a director
of Jabil, is a Managing Director of C.E. Unterberg, Towbin.

     During 2001, Jabil was a party to an agreement with an entity ("Indigo")
controlled by William D. Morean, a director of Jabil, for Jabil's use of
Indigo's aircraft for Jabil's business purposes. Under the lease, Jabil paid
market competitive hourly rental rates and certain ancillary costs incurred
while the aircraft were being used by Jabil, such as fuel, oil, landing fees,
etc. Jabil did not pay for Mr. Morean's personal use of the aircraft. During the
fiscal year ended August 31, 2001, Jabil paid $217,445 for its use of Indigo's
aircraft. Mr. Morean also had an agreement with Jabil at market competitive
rates for the limited use of Jabil's flight crew to operate non-Jabil aircraft
for non-Jabil use. During the fiscal year ended August 31, 2001, Mr. Morean paid
Jabil $66,429 for such flight crew's services. Jabil and Indigo also insure
their respective aircraft under a mutual policy, which enabled Jabil to take
advantage of a quantity discount for aircraft insurance and pay significantly
less for its aircraft insurance than it would pay without the Indigo aircraft on
the policy. During the fiscal year ended August 31, 2001, Indigo paid Jabil
$59,949 for the portion of the cost of the policy attributable to Indigo's
aircraft.

     In August 2001, Indigo sold one of its aircraft to General Electric Capital
Corporation ("GECC"), a company that is unaffiliated with either Indigo, Mr.
Morean or Jabil, for $15 million. The parties to the transaction believe the
price paid for the aircraft was the fair market value, and was established by
GECC after an internal GECC appraisal and using a blue book valuation service
for used aircraft. Subsequent to the sale, Jabil entered into a lease agreement
with GECC to lease the aircraft for Jabil business purposes. Under the terms of
the lease, Jabil pays market competitive variable monthly lease payments of
approximately $109,685 per month for the first five years of the lease and
approximately $134,060 per month for the last five years of the lease. Jabil
will also be responsible for all costs associated with the use, maintenance and
insurance of the aircraft.

     Mr. Murphy, a director of Jabil, is also currently working for Jabil as a
consultant. For the fiscal year ended August 31, 2001, Mr. Murphy received a
base consulting fee of $142,500 and a $15,000 performance fee, and was granted
options during fiscal year 2001 to purchase 17,000 shares of Jabil's common
stock.

                      REPORT OF THE COMPENSATION COMMITTEE
                           OF THE BOARD OF DIRECTORS

     The Committee's Responsibilities:  The Compensation Committee of the Board
(the "Committee") has responsibility for setting and administering the policies
which govern executive compensation. The Committee is composed entirely of
outside directors. The purpose of this report is to summarize the philosophical
principals, specific program objectives and other factors considered by the
Committee in reaching its determinations regarding the compensation of Jabil's
executive officers.

                                        21
<PAGE>

     Compensation Philosophy:  The Committee has approved principals for the
management compensation program which:

     - encourage the development and the achievement of strategic objectives
       that enhance long-term stockholder value,

     - attract, retain and motivate key personnel who contribute to long-term
       success of Jabil, and

     - provide a compensation package that recognizes individual contributions
       and company performance.

     Compensation Methodology:  Jabil strives to provide a comprehensive
executive compensation program that is competitive and performance-based in
order to attract and retain superior executive talent. In making its
recommendations to the Committee, management reviews market data and assesses
Jabil's competitive position for three components of executive compensation: (1)
base salary, (2) annual incentives, and (3) long-term incentives. To assist in
benchmarking the competitiveness of its compensation programs, Jabil uses
William M. Mercer Incorporated ("Mercer"), a nationally recognized executive
compensation firm. Mercer utilizes a number of national compensation surveys and
provides databases for companies of similar size to Jabil, as well as specific
analysis of the compensation information contained in the proxy statements of a
number of companies in the same industry as Jabil.

     Components of Compensation:

     - Base Salary.  Base salary for all executive officer positions is targeted
       to be competitive with the average salaries of comparable executives at
       technology companies of similar size and is also intended to reflect
       consideration of an officer's experience, business judgment, and role in
       developing and implementing overall business strategy for Jabil. It is
       the intent of the Committee that Jabil's compensation of executive
       officers fall within the median of industry compensation levels. Base
       salaries are based upon qualitative and subjective factors, and no
       specific formula is applied to determine the weight of each factor.

     - Bonuses.  Bonuses for executive officers are intended to reflect Jabil's
       belief that a significant portion of the annual compensation of the
       executive should be contingent upon the performance of Jabil, as well as
       the individual's contribution. Bonuses are paid on an annual or quarterly
       basis and are based on qualitative and subjective factors, including the
       pre-tax profitability of Jabil, business development, operational
       performance, earnings per share and other measures of performance
       appropriate to the officer compensated. Based on such factors, bonuses
       for executive officers were substantially less than those for prior
       fiscal years.

     - Long-Term Incentives.  Jabil utilizes stock options as long-term
       incentives to attract and retain key personnel or reward exceptional
       performance. Stock options are granted periodically by the Stock Option
       Committee and are based on both qualitative and subjective factors.
       Options are granted with an exercise price equal to the fair market value
       of Jabil's Common Stock on the last market trading day prior to the date
       of determination (determined in accordance with the option plan) and
       grants made during the last fiscal year vest over a period of 50 months.
       This is designed to create an incentive to increase stockholder value
       over the long-term since the options will provide value to the recipient
       only when the price of the stock increases above the exercise price.

     Chief Executive Officer and President Compensation:  The base salary of Mr.
Main was increased to be competitive with the average salaries of comparable
executives at technology companies of similar size, based on the findings of the
Mercer report. The Compensation Committee also awarded a bonus to Mr. Main based
upon certain subjective factors and the overall operating performance of Jabil
during fiscal year 2001. Based on such factors, Mr. Main's bonus was
substantially less than in prior fiscal years.

                                        22
<PAGE>

     IRS Limits on Deductibility of Compensation:  Section 162(m) of the
Internal Revenue Code of 1986, as amended, with certain exceptions, limits
Jabil's tax deduction for compensation paid to Named Executives to $1,000,000
per covered executive year. Jabil expects no adverse tax consequences under
Section 162(m) for fiscal year 2001.

                                          By the Compensation Committee

                                          FRANK A. NEWMAN
                                          STEVEN A. RAYMUND

                     COMPANY STOCK PRICE PERFORMANCE GRAPH

     The following Performance Graph shows a comparison of cumulative total
stockholder return for Jabil, the NYSE Stock Market -- US Companies and the
Nasdaq Stock Market -- computer manufacturers stock for the 2001 fiscal year.
Note that historic stock price performance is not necessarily indicative of
future price performance.

                              (PERFORMANCE GRAPH)

<Table>
<Caption>
-------------------------------------------------------------------------------------------------
INDEX                  08/31/1996   08/31/1997   08/31/1998   08/31/1999   08/31/2000   8/31/2001
-------------------------------------------------------------------------------------------------
<S>                    <C>          <C>          <C>          <C>          <C>          <C>
 Jabil Circuit, Inc.     100.0        967.3        383.7        1463.3       4167.3       1509.2
 NYSE Stock Market
  (US Companies)         100.0        136.7        143.2         185.4        206.8        187.2
 Nasdaq Computer
  Manufacturers
  Stocks                 100.0        158.6        193.4         452.5        838.3        219.8
</Table>

                                        23
<PAGE>

                                 OTHER MATTERS

     Jabil knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is the intention
of the persons named in the enclosed proxy card to vote the shares they
represent as Jabil may recommend.

                                          THE BOARD OF DIRECTORS

St. Petersburg, Florida
December 20, 2001

                                        24
<PAGE>

                                                                      APPENDIX A

                              JABIL CIRCUIT, INC.

                            AUDIT COMMITTEE CHARTER

ROLE

     The primary function of the audit committee of the board of directors of
Jabil Circuit, Inc. (the "Company") is to assist the board of directors in
fulfilling the oversight responsibilities it has under the law with respect to
(1) the financial reports and other financial information provided by the
Company to the public, (2) the Company's systems of internal controls regarding
finance and accounting established by management and the board, and (3) the
Company's auditing, accounting, and financial reporting processes generally. The
external auditors, in their capacity as independent public accountants, shall be
responsible to the board of directors and the audit committee as representatives
of the shareholders. The audit committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent accountants and management of the Company. In discharging this
oversight role, the committee is empowered to investigate any matter brought to
its attention, with full power to retain outside counsel or other experts for
this purpose.

COMPOSITION

     Members of the audit committee shall be elected annually by the full board
and shall hold office until the earlier of (1) the election of their respective
successors, (2) the end of their service as a director of the Company (whether
through resignation, removal, expiration of term, or death), or (3) their
resignation from the committee. The membership of the audit committee shall
consist of at least three independent directors (as defined in the relevant
exchange listing standards) each of whom is financially literate, or will become
so in a reasonable period, as determined by the board of directors. At least one
member of the committee shall have accounting or related financial management
expertise, as determined by the board of directors.

RESPONSIBILITIES

     The audit committee's responsibilities shall be:

     - A recommendation to the board for the selection and retention of the
       independent accountant who audits the financial statements of the
       Company. The committee shall ensure receipt of a formal written statement
       from the external auditors consistent with standards set by the
       Independence Standards Board. Additionally, the committee shall discuss
       with the auditor relationships or services that may affect auditor
       objectivity or independence. If the committee is not satisfied with the
       auditors assurances of independence, it shall take or recommend to the
       board appropriate action to ensure the independence of the external
       auditor.

     - Review of financial statements and any financial reports or other
       financial information submitted to the public with management and the
       independent auditor. It is anticipated that these discussions may include
       quality of earnings, discussions of significant items subject to
       estimate, consideration of the suitability of accounting principles,
       audit adjustments (whether or not recorded), and such other inquiries as
       may be deemed appropriate by the audit committee.

     - Periodic discussion with management and the auditors regarding the
       quality and adequacy of the Company's internal controls.

     - Review with financial management and the independent accountants all
       major financial reports in advance of filing or distribution.

     - Periodic reporting on audit committee activities to the full board and
       issuance annually of a summary report that may be suitable for submission
       to the shareholders.

     - Review the charter annually for possible revision.

                                       A-1
<PAGE>

                                                                      APPENDIX B

                              JABIL CIRCUIT, INC.

                       2002 EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the 2002 Employee Stock Purchase
Plan of Jabil Circuit, Inc. (the "Company").

     1. Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended.

     2. Definitions.

          (a) "Board" shall mean the Board of Directors of the Company.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" shall mean the Common Stock, .001 par value, of the
     Company.

          (d) "Company" shall mean Jabil Circuit, Inc., a Delaware corporation.

          (e) "Compensation" shall mean all base straight time gross earnings
     including payments for shift premium, commissions and overtime, incentive
     compensation, incentive payments, regular bonuses and other compensation.

          (f) "Designated Subsidiaries" shall mean the Subsidiaries that have
     been designated by the Board from time to time in its sole discretion as
     eligible to participate in the Plan.

          (g) "Employee" shall mean any individual who is an employee of the
     Company for purposes of tax withholding under the Code whose customary
     employment with the Company or any Designated Subsidiary is at least twenty
     (20) hours per week and more than five (5) months in any calendar year. For
     purposes of the Plan, the employment relationship shall be treated as
     continuing intact while the individual is on sick leave or other leave of
     absence approved by the Board, an Officer, or a person designated in
     writing by the Board or an Officer as authorized to approval a leave of
     absence. Where the period of leave exceeds 90 days and the individual's
     right to reemployment is not guaranteed either by statute or by contract,
     the employment relationship will be deemed to have terminated on the 91st
     day of such leave.

          (h) "Enrollment Date" shall mean the first day of each Offering
     Period.

          (i) "Exercise Date" shall mean the last day of each Offering Period.

          (j) "Fair Market Value" shall mean the value of Common Stock
     determined as follows:

             (1) If the Common Stock is listed on any established stock exchange
        or a national market system, including without limitation the National
        Market System of the National Association of Securities Dealers, Inc.
        Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share
        of Common Stock shall be the closing sales price for such stock (or the
        closing bid, if no sales were reported), as quoted on such system or
        exchange (or the exchange with the greatest volume of trading in Common
        Stock) on the day of such determination as reported in the Wall Street
        Journal or such other source as the Board deems reliable;

             (2) If the Common Stock is quoted on the NASDAQ system (but not on
        the National Market System thereof) or is regularly quoted by a
        recognized securities dealer but selling prices are not reported, the
        Fair Market Value of a Share of Common Stock shall be the mean between
        the high and low asked prices for the Common Stock on the date of such
        determination, as reported in the Wall Street Journal or such other
        source as the Board deems reliable; or

                                       B-1
<PAGE>

             (3) In the absence of an established market for the Common Stock,
        the Fair Market Value of a Share of Common Stock thereof shall be
        determined in good faith by the Board.

          (k) "Offering Period" shall mean a period of approximately six months,
     commencing on the first Trading Day on or after January 1 and terminating
     on the last Trading Day occurring in the period ending the following June
     30, or commencing on the first Trading Day on or after July 1 and
     terminating on the last Trading Day occurring in the period ending the
     following December 31, except that the Offering Period shall commence on
     the first Trading Day on or after July 1, 2002, and end on the last Trading
     Day occurring in the period ending December 31, 2002. The duration of
     Offering Periods may be changed pursuant to Section 4 of this Plan.

          (l) "Officer" shall mean a person who is an officer of the Company
     within the meaning of Section 16 of the Exchange Act and the rules and
     regulations promulgated thereunder.

          (m) "Plan" shall mean this 2002 Employee Stock Purchase Plan.

          (n) "Purchase Price" shall mean an amount equal to 85 percent of the
     Fair Market Value of a share of Common Stock on the Enrollment Date or on
     the Exercise Date, whichever is lower.

          (o) "Reserves" shall mean the number of shares of Common Stock covered
     by each option under the Plan which have not yet been exercised and the
     number of shares of Common Stock which have been authorized for issuance
     under the Plan but not yet placed under option.

          (p) "Subsidiary" shall mean a corporation, domestic or foreign, of
     which not less than 50 percent of the voting shares are held by the Company
     or a Subsidiary, whether or not such corporation now exists or is hereafter
     organized or acquired by the Company or a Subsidiary.

          (q) "Trading Day" shall mean a day on which United States national
     stock exchanges and the National Association of Securities Dealers
     Automated Quotation (NASDAQ) System are open for trading.

     3. Eligibility.

          (a) Any person who is an Employee, as defined in Section 2(g), who has
     been continuously employed by the Company or a Designated Subsidiary for at
     least 90 days (taking into account all of the Employee's periods of
     employment) and who shall be employed by the Company or a Designated
     Subsidiary on a given Enrollment Date shall be eligible to participate in
     the Plan.

          (b) Any provisions of the Plan to the contrary notwithstanding, no
     Employee shall be granted an option under the Plan (i) if, immediately
     after the grant, such Employee (or any other person whose stock would be
     attributed to such Employee pursuant to Section 424(d) of the Code) would
     own stock and/or hold outstanding options to purchase stock possessing five
     percent or more of the total combined voting power or value of all classes
     of stock of the Company or of any subsidiary of the Company, or (ii) which
     permits his or her rights to purchase stock under all employee stock
     purchase plans of the Company and its subsidiaries to accrue at a rate
     which exceeds 25,000 dollars worth of stock (determined at the fair market
     value of the shares at the time such option is granted) for each calendar
     year in which such option is outstanding at any time.

          (c) All Employees who participate in the Plan shall have the same
     rights and privileges under the Plan, except for differences that may be
     mandated by local law and that are consistent with Code section 423(b)(5);
     provided, however, that Employees participating in a sub-plan adopted
     pursuant to Section 13(c) that is not designated to qualify under Section
     423 of the Code need not have the same rights and privileges as Employees
     participating in the Code Section 423 Plan. In addition, the Board may
     impose restrictions on eligibility and participation of Employees who are
     officers and directors to facilitate compliance with federal or State
     securities laws or foreign laws.

     4. Offering Periods.  The Plan shall be implemented by consecutive Offering
Periods until the Plan is terminated in accordance with Section 19 hereof.
Subject to the requirements of Section 19, the Board shall have the power to
change the duration of Offering Periods with respect to future offerings without
stockholder
                                       B-2
<PAGE>

approval if such change is announced at 15 days prior to the scheduled beginning
of the first Offering Period to be affected.

     5. Participation.

          (a) An eligible Employee may become a participant in the Plan by
     completing a subscription agreement authorizing payroll deductions in the
     form provided by the Company and filing it with the Company's payroll
     office at least 10 business days prior to the applicable Enrollment Date,
     unless a later time for filing the subscription agreement is set by the
     Board for all eligible Employees with respect to a given Offering Period.

          (b) Payroll deductions for a participant shall commence on the first
     payroll following the Enrollment Date and shall end on the last payroll in
     the Offering Period to which such authorization is applicable, unless
     sooner terminated by the participant as provided in Section 10.

     6. Payroll Deductions.

          (a) At the time a participant files his or her subscription agreement,
     he or she shall elect to have payroll deductions made on each pay day
     during the Offering Period in an amount not exceeding 10 percent of the
     Compensation which he or she receives on each pay day during the Offering
     Period, and the aggregate of such payroll deductions during the Offering
     Period shall not exceed 10 percent of the participant's Compensation during
     said Offering Period.

          (b) All payroll deductions made for a participant shall be credited to
     his or her account under the Plan and will be with held in whole
     percentages only. A participant may not make any additional payments into
     such account.

          (c) A participant may discontinue his or her participation in the Plan
     as provided in Section 10 hereof, or may increase or decrease the rate of
     his or her payroll deductions during the Offering Period by completing or
     filing with the Company a new subscription agreement authorizing a change
     in payroll reduction rate; provided, however, that a participant may not
     change his or her rate of payroll deductions more than once in a given
     Offering Period. The change in rate shall be effective with the first full
     payroll period following five business days after the Company's receipt of
     the new subscription agreement unless the Company elects to process a given
     change in participation more quickly. A participant's subscription
     agreement shall remain in effect for successive Offering Periods unless
     terminated as provided in Section 10.

          (d) Notwithstanding the foregoing, to the extent necessary to comply
     with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
     payroll deductions may be decreased to zero percent at such time during any
     Offering Period which is scheduled to end during the current calendar year
     (the "Current Offering Period") that the aggregate of all payroll
     deductions which were previously used to purchase stock under the Plan in a
     prior Offering Period which ended during that calendar year plus all
     payroll deductions accumulated with respect to the Current Offering Period
     equal $25,000. Payroll deductions shall recommence at the rate provided in
     such participant's subscription agreement at the beginning of the first
     Offering Period which is scheduled to end in the following calendar year,
     unless terminated by the participant as provided in Section 10.

          (e) At the time the option is exercised, in whole or in part, or at
     the time some or all of the Company's Common Stock issued under the Plan is
     disposed of, the participant must make adequate provision for the Company's
     federal, state, foreign or other tax or social insurance withholding
     obligations, if any, which arise upon the exercise of the option or the
     disposition of the Common Stock. At any time, the Company may, but will not
     be obligated to, withhold from the participant's compensation the amount
     necessary for the Company to meet applicable withholding obligations,
     including any withholding required to make available to the Company any tax
     deductions or benefit attributable to sale or early disposition of Common
     Stock by the Employee.

                                       B-3
<PAGE>

     7. Grant of Option.

          (a) On the Enrollment Date of each Offering Period, each eligible
     Employee participating in such Offering Period shall be granted an option
     to purchase on each Exercise Date during such Offering Period (at the
     applicable Purchase Price) up to a number of shares of the Company's Common
     Stock determined by dividing such Employee's payroll deductions accumulated
     prior to such Exercise Date and retained in the Participant's account as of
     the Exercise Date by the applicable Purchase Price; provided that in no
     event shall an Employee be permitted to purchase during each Offering
     Period more than a number of shares determined by dividing $12,500 by the
     fair market value of a share of the Company's Common Stock on the
     Enrollment Date, and provided further that such purchase shall be subject
     to the limitations set forth in Section 3(b) and 12 hereof. Exercise of the
     option shall occur as provided in Section 8, unless the participant has
     withdrawn pursuant to Section 10, and shall expire on the last day of the
     Offering Period.

          (b) Options may be granted under the Plan from time to time in
     substitution for stock options held by employees of another corporation who
     become, or who became prior to the effective date of the Plan, Employees of
     the Company or a Designated Subsidiary as a result of a merger or
     consolidation of such other corporation with the Company, or the
     acquisition by the Company or a Designated Subsidiary of all or a portion
     of the assets of such other corporation, or the acquisition by the Company
     or a Designated Subsidiary of stock of such other corporation with the
     result that such other corporation becomes a Designated Subsidiary.

     8. Exercise of Option.  Unless a participant withdraws from the Plan as
provided in Section 10 below, his or her option for the purchase of shares will
be exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares will be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10. Any other monies left over in a participant's account after the
Exercise Date shall be returned to the participant. During a participant's
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

     9. Delivery.  As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

     10. Withdrawal; Termination of Employment.

          (a) A participant may withdraw all but not less than all the payroll
     deductions credited to his or her account and not yet used to exercise his
     or her option under the Plan at any time by giving written notice to the
     Company in the form provided by the Company. All of the participant's
     payroll deductions credited to his or her account will be paid to such
     participant promptly after receipt of notice of withdrawal and such
     participant's option for the Offering Period will be automatically
     terminated, and no further payroll deductions for the purchase of shares
     will be made during the Offering Period. If a participant withdraws from an
     Offering Period, payroll deductions will not resume at the beginning of the
     succeeding Offering Period unless the participant delivers to the Company a
     new subscription agreement.

          (b) Upon a participant's ceasing to be an Employee for any reason or
     upon termination of a participant's employment relationship (as described
     in Section 2(g)), the payroll deductions credited to such participant's
     account during the Offering Period but not yet used to exercise the option
     will be returned to such participant or, in the case of his or her death,
     to the person or persons entitled thereto under Section 14, and such
     participant's option will be automatically terminated.

          (c) In the event an Employee fails to remain an Employee of the
     Company for at least 20 hours per week during an Offering Period in which
     the Employee is a participant, he or she will be deemed to have elected to
     withdraw from the Plan and the payroll deductions credited to his or her
     account will be returned to such participant and such participant's option
     terminated.
                                       B-4
<PAGE>

          (d) A participant's withdrawal from an Offering Period will not have
     any effect upon his or her eligibility to participate in any similar plan
     which may hereafter be adopted by the Company or in succeeding Offering
     Periods which commence after the termination of the Offering Period from
     which the participant withdraws.

     11. Interest.  No interest shall accrue on the payroll deductions of a
participant in the Plan.

     12. Stock.

          (a) The maximum number of shares of the Company's Common Stock which
     shall be made available for sale under the Plan shall be
     shares, subject to adjustment upon changes in capitalization of the Company
     as provided in Section 18. If on a given Exercise Date the number of shares
     with respect to which options are to be exercised exceeds the number of
     shares then available under the Plan, the Company shall make a pro rata
     allocation of the shares remaining available for purchase in as uniform a
     manner as shall be practicable and as it shall determine to be equitable.

          (b) The participant will have no interest or voting right in shares
     covered by his option until such option has been exercised.

          (c) Shares to be delivered to a participant under the Plan will be
     registered in the name of the participant or in the name of the participant
     and his or her spouse.

     13. Administration.

          (a) The Plan shall be administered by the Board of the Company or a
     committee of members of the Board appointed by the Board. The Board or its
     committee shall have full and exclusive discretionary authority to
     construe, interpret and apply the terms of the Plan, to determine
     eligibility and to adjudicate all disputed claims filed under the Plan.
     Every finding, decision and determination made by the Board or its
     committee shall, to the full extent permitted by law, be final and binding
     upon all parties. Members of the Board who are eligible Employees are
     permitted to participate in the Plan, provided that:

             (1) Members of the Board who are eligible to participate in the
        Plan may not vote on any matter affecting the administration of the Plan
        or the grant of any option pursuant to the Plan.

             (2) If a Committee is established to administer the Plan, no member
        of the Board who is eligible to participate in the Plan may be a member
        of the Committee.

          (b) Notwithstanding the provisions of Subsection (a) of this Section
     13, in the event that Rule 16b-3 promulgated under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), or any successor provision
     ("Rule 16b-3") provides specific requirements for the administrators of
     plans of this type, the Plan shall be only administered by such a body and
     in such a manner as shall comply with the applicable requirements of Rule
     16b-3.

          (c) The Board may adopt rules and procedures relating to the operation
     and administration of the Plan to accommodate the specific requirements of
     local laws and procedures. Without limiting the generality of the
     foregoing, the Board is specifically authorized to adopt rules and
     procedures regarding handling of payroll deductions, payment of interest,
     conversion of local currency, payroll tax, withholding procedures and
     handling of stock certificates which may vary with local requirements. The
     Board may also adopt sub-plans applicable to particular Subsidiaries, which
     sub-plans may be designed to be outside the scope of Section 423 of the
     Code. The rules of such sub-plans may take precedence over other provisions
     of this Plan, with the exception of Section 12(a), but unless otherwise
     superseded by the terms of such sub-plan, the provisions of this Plan shall
     govern the operation of such sub-plan.

     14. Designation of Beneficiary.

          (a) A participant may file a written designation of a beneficiary who
     is to receive any shares and cash, if any, from the participant's account
     under the Plan in the event of such participant's death subsequent to an
     Exercise Date on which the option is exercised but prior to delivery to
     such participant of such shares and cash. In addition, a participant may
     file a written designation of a beneficiary who is to

                                       B-5
<PAGE>

     receive any cash from the participant's account under the Plan in the event
     of such participant's death prior to exercise of the option. If a
     participant is married and the designated beneficiary is not the spouse,
     spousal consent shall be required for such designation to be effective.

          (b) Such designation of beneficiary may be changed by the participant
     at any time by written notice. In the event of the death of a participant
     and in the absence of a beneficiary validly designated under the Plan who
     is living at the time of such participant's death, the Company shall
     deliver such shares and/or cash to the executor or administrator of the
     estate of the participant, or if no such executor or administrator has been
     appointed (to the knowledge of the Company), the Company, in its
     discretion, may deliver such shares and/or cash to the spouse or to any one
     or more dependents or relatives of the participant, or if no spouse,
     dependent or relative is known to the Company, then to such other person as
     the Company may designate.

     15. Transferability.  Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10.

     16. Use of Funds.  All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     17. Reports.  Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

     18. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset
         Sale or Change of Control.

          (a) Changes in Capitalization.  Subject to any required action by the
     stockholders of the Company, the Reserves as well as the price per share of
     Common Stock covered by each option under the Plan which has not yet been
     exercised, shall be proportionately adjusted for any increase or decrease
     in the number of issued shares of Common Stock resulting from a stock
     split, reverse stock split, stock dividend, combination or reclassification
     of the Common Stock, or any other increase or decrease in the number of
     shares of Common Stock effected without receipt of consideration by the
     Company; provided, however, that conversion of any convertible securities
     of the Company shall not be deemed to have been "effected without receipt
     of consideration". Such adjustment shall be made by the Board, whose
     determination in that respect shall be final, binding and conclusive.
     Except as expressly provided herein, no issue by the Company of shares of
     stock of any class, or securities convertible into shares of stock of any
     class, shall affect, and no adjustment by reason thereof shall be made with
     respect to, the number or price of shares of Common Stock subject to an
     option.

          (b) Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, the Offering Period will
     terminate immediately prior to the consummation of such proposed action,
     unless otherwise provided by the Board.

          (c) Merger or Asset Sale.  In the event of a proposed sale of all or
     substantially all of the assets of the Company, or the merger of the
     Company with or into another corporation, each option under the Plan shall
     be assumed or an equivalent option shall be substituted by such successor
     corporation or a parent or subsidiary of such successor corporation, unless
     the Board deter mines, in the exercise of its sole discretion and in lieu
     of such assumption or substitution, to shorten the Offering Period then in
     progress by setting a new Exercise Date (the "New Exercise Date") or to
     cancel each outstanding right to purchase and refund all sums collected
     from participants during the Offering Period then in progress. If the Board
     shortens the Offering Period then in progress in lieu of assumption or
     substitution in the event of a merger or sale of assets, the Board shall
     notify each participant in writing, at least 10 business days
                                       B-6
<PAGE>

     prior to the New Exercise Date, that the Exercise Date for his option has
     been changed to the New Exercise Date and that his option will be exercised
     automatically on the New Exercise Date, unless prior to such date he has
     withdrawn from the Offering Period as provided in Section 10. For purposes
     of this Section, an option granted under the Plan shall be deemed to be
     assumed if, following the sale of assets or merger, the option confers the
     right to purchase, for each share of option stock subject to the option
     immediately prior to the sale of assets or merger, the consideration
     (whether stock, cash or other securities or property) received in the sale
     of assets or merger by holders of Common Stock for each share of Common
     Stock held on the effective date of the transaction (and if such holders
     were offered a choice of consideration, the type of consideration chosen by
     the holders of a majority of the outstanding shares of Common Stock);
     provided, however, that if such consideration received in the sale of
     assets or merger was not solely common stock of the successor corporation
     or its parent (as defined in Section 424(e) of the Code), the Board may,
     with the consent of the successor corporation and the participant, provide
     for the consideration to be received upon exercise of the option to be
     solely common stock of the successor corporation or its parent equal in
     fair market value to the per share consideration received by holders of
     Common Stock and the sale of assets or merger.

          The Board may, if it so determines in the exercise of its sole
     discretion, also make provision for adjusting the Reserves, as well as the
     price per share of Common Stock covered by each outstanding option, in the
     event the Company effects one or more reorganizations, recapitalization,
     rights offerings or other increases or reductions of shares of its
     outstanding Common Stock, and in the event of the Company being
     consolidated with or merged into any other corporation.

     19. Amendment or Termination.

          (a) The Board of Directors of the Company may at any time and for any
     reason terminate or amend the Plan. Except as provided in Section 18, no
     such termination can affect options previously granted, provided that an
     Offering Period may be terminated by the Board of Directors on any Exercise
     Date if the Board determines that the termination of the Plan is in the
     best interests of the Company and its stockholders. Except as provided in
     Section 18, no amendment may make any change in any option theretofore
     granted which adversely affects the rights of any participant. To the
     extent necessary to comply with Rule 16b-3 under the Securities Exchange
     Act of 1934, as amended, or under Section 423 of the Code (or any successor
     rule or provision or any other applicable law or regulation), the Company
     shall obtain stockholder approval in such a manner and to such a degree as
     required.

          (b) Without stockholder consent and without regard to whether any
     participant rights may be considered to have been "adversely affected," the
     Board (or its committee) shall be entitled to change the Offering Periods,
     limit the frequency and/or number of changes in the amount withheld during
     an Offering Period, establish the exchange ratio applicable to amounts
     withheld in a currency other than U.S. dollars, permit payroll withholding
     in excess of the amount designated by a participant in order to adjust for
     delays or mistakes in the Company's processing of properly completed
     withholding elections, establish reasonable waiting and adjustment periods
     and/or accounting and crediting procedures to ensure that amounts applied
     toward the purchase of Common Stock for each participant properly
     correspond with amounts withheld from the participant's Compensation, and
     establish such other limitations or procedures as the Board (or its
     committee) determines in its sole discretion advisable which are consistent
     with the Plan.

     20. Notices.  All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21. Conditions Upon Issuance of Shares.  Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
                                       B-7
<PAGE>

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     22. Term of Plan.  The Plan shall become effective upon the approval by the
stockholders of the Company. It shall continue in effect until October 17, 2011,
unless sooner terminated under Section 19.

     23. Additional Restrictions of Rule 16b-3.  The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

                                       B-8
<PAGE>

                                                                      APPENDIX C

                              JABIL CIRCUIT, INC.

                           2002 STOCK INCENTIVE PLAN

     1. Purposes of the Plan.  The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants,
and to promote the success of the Company's business. Awards granted under the
Plan may be Incentive Stock Options, Nonstatutory Stock Options, Stock Awards,
Performance Units, Performance Shares or Stock Appreciation Rights.

     2. Definitions.  As used herein, the following definitions shall apply:

          (a) "Administrator" means the Board or any Committee or person as
     shall be administering the Plan, in accordance with Section 4 of the Plan.

          (b) "Applicable Law" means the legal requirements relating to the
     administration of the Plan under applicable federal, state, local and
     foreign corporate, tax and securities laws, and the rules and requirements
     of any stock exchange or quotation system on which the Common Stock is
     listed or quoted.

          (c) "Award" means an Option, Stock Appreciation Right, Stock Award,
     Performance Unit or Performance Share granted under the Plan.

          (d) "Award Agreement" means a written agreement by which an Award is
     evidenced.

          (e) "Board" means the Board of Directors of the Company.

          (f) "Change in Control" means the happening of any of the following:

             (i) When any "person," as such term is used in Sections 13(d) and
        14(d) of the Exchange Act (other than the Company, a Subsidiary or a
        Company employee benefit plan, including any trustee of such plan acting
        as trustee) is or becomes the "beneficial owner" (as defined in Rule
        13d-3 under the Exchange Act), directly or indirectly, of securities of
        the Company representing fifty percent (50%) or more of the combined
        voting power of the Company's then outstanding securities; or

             (ii) The occurrence of a transaction requiring stockholder
        approval, and involving the sale of all or substantially all of the
        assets of the Company or the merger of the Company with or into another
        corporation.

          (g) "Change in Control Price" means, as determined by the Board,

             (i) the highest Fair Market Value of a Share within the 60 day
        period immediately preceding the date of determination of the Change in
        Control Price by the Board (the "60-Day Period"), or

             (ii) the highest price paid or offered per Share, as determined by
        the Board, in any bona fide transaction or bona fide offer related to
        the Change in Control of the Company, at any time within the 60-Day
        Period, or

             (iii) some lower price as the Board, in its discretion, determines
        to be a reasonable estimate of the fair market value of a Share.

          (h) "Code" means the Internal Revenue Code of 1986, as amended.

          (i) "Committee" means a Committee appointed by the Board in accordance
     with Section 4 of the Plan.

          (j) "Common Stock" means the Common Stock, $.001 par value, of the
     Company.

          (k) "Company" means Jabil Circuit, Inc., a Delaware corporation.

                                       C-1
<PAGE>

          (l) "Consultant" means any person, including an advisor, engaged by
     the Company or a Parent or Subsidiary to render services and who is
     compensated for such services, including without limitation non-Employee
     Directors who are paid only a director's fee by the Company or who are
     compensated by the Company for their services as non-Employee Directors. In
     addition, as used herein, "consulting relationship" shall be deemed to
     include service by a non-Employee Director as such.

          (m) "Continuous Status as an Employee or Consultant" means that the
     employment or consulting relationship is not interrupted or terminated by
     the Company, any Parent or Subsidiary. Continuous Status as an Employee or
     Consultant shall not be considered interrupted in the case of (i) any leave
     of absence approved in writing by the Board, an Officer, or a person
     designated in writing by the Board or an Officer as authorized to approve a
     leave of absence, including sick leave, military leave, or any other
     personal leave; provided, however, that for purposes of Incentive Stock
     Options, any such leave may not exceed 90 days, unless reemployment upon
     the expiration of such leave is guaranteed by contract (including certain
     Company policies) or statute, or (ii) transfers between locations of the
     Company or between the Company, a Parent, a Subsidiary or successor of the
     Company; or (iii) a change in the status of the Grantee from Employee to
     Consultant or from Consultant to Employee.

          (n) "Covered Stock" means the Common Stock subject to an Award.

          (o) "Date of Grant" means the date on which the Administrator makes
     the determination granting the Award, or such other later date as is
     determined by the Administrator. Notice of the determination shall be
     provided to each Grantee within a reasonable time after the Date of Grant.

          (p) "Date of Termination" means the date on which a Grantee's
     Continuous Status as an Employee or Consultant terminates.

          (q) "Director" means a member of the Board.

          (r) "Disability" means total and permanent disability as defined in
     Section 22(e)(3) of the Code.

          (s) "Employee" means any person, including Officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. Neither
     service as a Director nor payment of a director's fee by the Company shall
     be sufficient to constitute "employment" by the Company.

          (t) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (u) "Fair Market Value" means, as of any date, the value of Common
     Stock determined as follows:

             (i) If the Common Stock is listed on any established stock exchange
        or a national market system, including without limitation the National
        Market System of the National Association of Securities Dealers, Inc.
        Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share
        of Common Stock shall be the closing sales price for such stock (or the
        closing bid, if no sales were reported) as quoted on such system or
        exchange (or the exchange with the greatest volume of trading in Common
        Stock) on the last market trading day prior to the day of determination,
        as reported in The Wall Street Journal or such other source as the
        Administrator deems reliable;

             (ii) If the Common Stock is quoted on the NASDAQ System (but not on
        the National Market System thereof) or is regularly quoted by a
        recognized securities dealer but selling prices are not reported, the
        Fair Market Value of a Share of Common Stock shall be the mean between
        the high bid and low asked prices for the Common Stock on the last
        market trading day prior to the day of determination, as reported in The
        Wall Street Journal or such other source as the Administrator deems
        reliable;

             (iii) In the absence of an established market for the Common Stock,
        the Fair Market Value shall be determined in good faith by the
        Administrator.

          (v) "Grantee" means an individual who has been granted an Award.

          (w) "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code and
     the regulations promulgated thereunder.
                                       C-2
<PAGE>

          (x) "Mature Shares" means Shares for which the holder thereof has good
     title, free and clear of all liens and encumbrances, and that such holder
     either (i) has held for at least six months or (ii) has purchased on the
     open market.

          (y) "Nonstatutory Stock Option" means an Option not intended to
     qualify as an Incentive Stock Option.

          (z) "Officer" means a person who is an officer of the Company within
     the meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.

          (aa) "Option" means a stock option granted under the Plan.

          (bb) "Parent" means a corporation, whether now or hereafter existing,
     in an unbroken chain of corporations ending with the Company if each of the
     corporations other than the Company holds at least 50 percent of the voting
     shares of one of the other corporations in such chain.

          (cc) "Performance Period" means the time period during which the
     performance goals established by the Administrator with respect to a
     Performance Unit or Performance Share, pursuant to Section 9 of the Plan,
     must be met.

          (dd) "Performance Share" has the meaning set forth in Section 9 of the
     Plan.

          (ee) "Performance Unit" has the meaning set forth in Section 9 of the
     Plan.

          (ff) "Plan" means this 2002 Stock Incentive Plan.

          (gg) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
     or any successor to Rule 16b-3, as in effect when discretion is being
     exercised with respect to the Plan.

          (hh) "Share" means a share of the Common Stock, as adjusted in
     accordance with Section 11 of the Plan.

          (ii) "Stock Appreciation Right" or "SAR" has the meaning set forth in
     Section 7 of the Plan.

          (jj) "Stock Grant" means Shares that are awarded to a Grantee pursuant
     to Section 8 of the Plan.

          (kk) "Subsidiary" means a corporation, domestic or foreign, of which
     not less than 50 percent of the voting shares are held by the Company or a
     Subsidiary, whether or not such corporation now exists or is hereafter
     organized or acquired by the Company or a Subsidiary.

     3. Stock Subject to the Plan.  Subject to the provisions of Section 11 of
the Plan and except as otherwise provided in this Section 3, the maximum
aggregate number of Shares that may be subject to Awards under the Plan is
7,000,000 Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.

     If an Award expires or becomes unexercisable without having been exercised
in full the remaining Shares that were subject to the Award shall become
available for future Awards under the Plan (unless the Plan has terminated). If
any Shares (whether subject to or received pursuant to an Award granted
hereunder, purchased on the open market, or otherwise obtained, and including
Shares that are deemed (by attestation or otherwise) to have been delivered to
the Company as payment for all or any portion of the exercise price of an Award)
are withheld or applied as payment by the Company in connection with the
exercise of an Award or the withholding of taxes related thereto, such Shares,
to the extent of any such withholding or payment, shall again be available or
shall increase the number of Shares available, as applicable, for future Awards
under the Plan. Any Shares that are authorized to be optioned and sold under the
Jabil Circuit, Inc. 1992 Stock Option Plan (the "1992 Plan") and that are not
subject to options granted under the 1992 Plan and outstanding as of the date of
termination of the 1992 Plan shall be available or shall increase the number of
Shares available, as applicable, for Awards under the Plan. The Board may from
time to time determine the appropriate methodology for calculating the number of
Shares issued pursuant to the Plan.

                                       C-3
<PAGE>

     4. Administration of the Plan.

          (a) Procedure.

             (i) Multiple Administrative Bodies.  The Plan may be administered
        by different bodies with respect to different groups of Employees and
        Consultants. Except as provided below, the Plan shall be administered by
        (A) the Board or (B) a committee designated by the Board and constituted
        to satisfy Applicable Law.

             (ii) Rule 16b-3.  To the extent the Board considers it desirable
        for transactions relating to Awards to be eligible to qualify for an
        exemption under Rule 16b-3, the transactions contemplated under the Plan
        shall be structured to satisfy the requirements for exemption under Rule
        16b-3.

             (iii) Section 162(m) of the Code.  To the extent the Board
        considers it desirable for compensation delivered pursuant to Awards to
        be eligible to qualify for an exemption from the limit on tax
        deductibility of compensation under Section 162(m) of the Code, the
        transactions contemplated under the Plan shall be structured to satisfy
        the requirements for exemption under Section 162(m) of the Code.

             (iv) Authorization of Officers to Grant Options.  In accordance
        with Applicable Law, the Board may, by a resolution adopted by the
        Board, authorize one or more Officers to designate Officers and
        Employees (excluding the Officer so authorized) to be Grantees of
        Options and determine the number of Options to be granted to such
        Officers and Employees; provided, however, that the resolution adopted
        by the Board so authorizing such Officer or Officers shall specify the
        total number and the terms (including the exercise price, which may
        include a formula by which such price may be determined) of Options such
        Officer or Officers may so grant.

          (b) Powers of the Administrator.  Subject to the provisions of the
     Plan, and in the case of a Committee or an Officer, subject to the specific
     duties delegated by the Board to such Committee or Committee, the
     Administrator shall have the authority, in its sole and absolute
     discretion:

             (i) to determine the Fair Market Value of the Common Stock, in
        accordance with Section 2(u) of the Plan;

             (ii) to select the Consultants and Employees to whom Awards will be
        granted under the Plan;

             (iii) to determine whether, when, to what extent and in what types
        and amounts Awards are granted under the Plan;

             (iv) to determine the number of shares of Common Stock to be
        covered by each Award granted under the Plan;

             (v) to determine the forms of Award Agreements, which need not be
        the same for each grant or for each Grantee, for use under the Plan;

             (vi) to determine the terms and conditions, not inconsistent with
        the terms of the Plan, of any Award granted under the Plan. Such terms
        and conditions, which need not be the same for each grant or for each
        Grantee, include, but are not limited to, the exercise price, the time
        or times when Options and SARs may be exercised (which may be based on
        performance criteria), the extent to which vesting is suspended during a
        leave of absence, any vesting acceleration or waiver of forfeiture
        restrictions, and any restriction or limitation regarding any Award or
        the shares of Common Stock relating thereto, based in each case on such
        factors as the Administrator shall determine;

             (vii) to construe and interpret the terms of the Plan and Awards;

             (viii) to prescribe, amend and rescind rules and regulations
        relating to the Plan, including, without limiting the generality of the
        foregoing, rules and regulations relating to the operation and
        administration of the Plan to accommodate the specific requirements of
        local and foreign laws and procedures;

                                       C-4
<PAGE>

             (ix) to modify or amend each Award (subject to Section 13 of the
        Plan);

             (x) to authorize any person to execute on behalf of the Company any
        instrument required to effect the grant of an Award previously granted
        by the Administrator;

             (xi) to determine the terms and restrictions applicable to Awards;

             (xii) to make such adjustments or modifications to Awards granted
        to Grantees who are Employees of foreign Subsidiaries as are advisable
        to fulfill the purposes of the Plan or to comply with Applicable Law;

             (xiii) to delegate its duties and responsibilities under the Plan
        with respect to sub-plans applicable to foreign Subsidiaries, except its
        duties and responsibilities with respect to Employees who are also
        Officers or Directors subject to Section 16(b) of the Exchange Act; and

             (xiv) to make all other determinations deemed necessary or
        advisable for administering the Plan.

          (c) Effect of Administrator's Decision.  The Administrator's
     decisions, determinations and interpretations shall be final and binding on
     all Grantees and any other holders of Awards.

     5. Eligibility and General Conditions of Awards.

          (a) Eligibility.  Awards other than Incentive Stock Options may be
     granted to Employees and Consultants. Incentive Stock Options may be
     granted only to Employees. If otherwise eligible, an Employee or Consultant
     who has been granted an Award may be granted additional Awards.

          (b) Maximum Term.  Subject to the following provision, the term during
     which an Award may be outstanding shall not extend more than ten years
     after the Date of Grant, and shall be subject to earlier termination as
     specified elsewhere in the Plan or Award Agreement; provided, however, that
     any deferral of a cash payment or of the delivery of Shares that is
     permitted or required by the Administrator pursuant to Section 10 of the
     Plan may, if so permitted or required by the Administrator, extend more
     than ten years after the Date of Grant of the Award to which the deferral
     relates.

          (c) Award Agreement.  To the extend not set forth in the Plan, the
     terms and conditions of each Award, which need not be the same for each
     grant or for each Grantee, shall be set forth in an Award Agreement.

          (d) Termination of Employment or Consulting Relationship.  In the
     event that a Grantee's Continuous Status as an Employee or Consultant
     terminates (other than upon the Grantee's death or Disability), then,
     unless otherwise provided by the Award Agreement, and subject to Section 11
     of the Plan:

             (i) the Grantee may exercise his or her unexercised Option or SAR,
        but only within such period of time as is determined by the
        Administrator, and only to the extent that the Grantee was entitled to
        exercise it at the Date of Termination (but in no event later than the
        expiration of the term of such Option or SAR as set forth in the Award
        Agreement). In the case of an Incentive Stock Option, the Administrator
        shall determine such period of time (in no event to exceed three months
        from the Date of Termination) when the Option is granted. If, at the
        Date of Termination, the Grantee is not entitled to exercise his or her
        entire Option or SAR, the Shares covered by the unexercisable portion of
        the Option or SAR shall revert to the Plan. If, after the Date of
        Termination, the Grantee does not exercise his or her Option or SAR
        within the time specified by the Administrator, the Option or SAR shall
        terminate, and the Shares covered by such Option or SAR shall revert to
        the Plan. An Award Agreement may also provide that if the exercise of an
        Option following the Date of Termination would be prohibited at any time
        because the issuance of Shares would violate Company policy regarding
        compliance with Applicable Law, then the exercise period shall terminate
        on the earlier of (A) the expiration of the term of the Option set forth
        in Section 6(b) of the Plan or (B) the expiration of a period of 10 days
        after the Date of Termination during which the exercise of the Option
        would not be in violation of such requirements;
                                       C-5
<PAGE>

             (ii) the Grantee's Stock Awards, to the extent forfeitable
        immediately before the Date of Termination, shall thereupon
        automatically be forfeited;

             (iii) the Grantee's Stock Awards that were not forfeitable
        immediately before the Date of Termination shall promptly be settled by
        delivery to the Grantee of a number of unrestricted Shares equal to the
        aggregate number of the Grantee's vested Stock Awards;

             (iv) any Performance Shares or Performance Units with respect to
        which the Performance Period has not ended as of the Date of Termination
        shall terminate immediately upon the Date of Termination.

          (e) Disability of Grantee.  In the event that a Grantee's Continuous
     Status as an Employee or Consultant terminates as a result of the Grantee's
     Disability, then, unless otherwise provided by the Award Agreement:

             (i) the Grantee may exercise his or her unexercised Option or SAR
        at any time within 12 months from the Date of Termination, but only to
        the extent that the Grantee was entitled to exercise the Option or SAR
        at the Date of Termination (but in no event later than the expiration of
        the term of the Option or SAR as set forth in the Award Agreement). If,
        at the Date of Termination, the Grantee is not entitled to exercise his
        or her entire Option or SAR, the Shares covered by the unexercisable
        portion of the Option or SAR shall revert to the Plan. If, after the
        Date of Termination, the Grantee does not exercise his or her Option or
        SAR within the time specified herein, the Option or SAR shall terminate,
        and the Shares covered by such Option or SAR shall revert to the Plan.

             (ii) the Grantee's Stock Awards, to the extent forfeitable
        immediately before the Date of Termination, shall thereupon
        automatically be forfeited;

             (iii) the Grantee's Stock Awards that were not forfeitable
        immediately before the Date of Termination shall promptly be settled by
        delivery to the Grantee of a number of unrestricted Shares equal to the
        aggregate number of the Grantee's vested Stock Awards;

             (iv) any Performance Shares or Performance Units with respect to
        which the Performance Period has not ended as of the Date of Termination
        shall terminate immediately upon the Date of Termination.

          (f) Death of Grantee.  In the event of the death of an Grantee, then,
     unless otherwise provided by the Award Agreement,

             (i) the Grantee's unexercised Option or SAR may be exercised at any
        time within 12 months following the date of death (but in no event later
        than the expiration of the term of such Option or SAR as set forth in
        the Award Agreement), by the Grantee's estate or by a person who
        acquired the right to exercise the Option or SAR by bequest or
        inheritance, but only to the extent that the Grantee was entitled to
        exercise the Option or SAR at the date of death. If, at the time of
        death, the Grantee was not entitled to exercise his or her entire Option
        or SAR, the Shares covered by the unexercisable portion of the Option or
        SAR shall immediately revert to the Plan. If, after death, the Grantee's
        estate or a person who acquired the right to exercise the Option or SAR
        by bequest or inheritance does not exercise the Option or SAR within the
        time specified herein, the Option or SAR shall terminate, and the Shares
        covered by such Option or SAR shall revert to the Plan.

             (ii) the Grantee's Stock Awards, to the extent forfeitable
        immediately before the date of death, shall thereupon automatically be
        forfeited;

             (iii) the Grantee's Stock Awards that were not forfeitable
        immediately before the date of death shall promptly be settled by
        delivery to the Grantee's estate or a person who acquired the right to
        hold the Stock Grant by bequest or inheritance, of a number of
        unrestricted Shares equal to the aggregate number of the Grantee's
        vested Stock Awards;

                                       C-6
<PAGE>

             (iv) any Performance Shares or Performance Units with respect to
        which the Performance Period has not ended as of the date of death shall
        terminate immediately upon the date of death.

          (g) Buyout Provisions.  The Administrator may at any time offer to buy
     out, for a payment in cash or Shares, an Award previously granted, based on
     such terms and conditions as the Administrator shall establish and
     communicate to the Grantee at the time that such offer is made. Any such
     cash offer made to an Officer or Director shall comply with the provisions
     of Rule 16b-3 relating to cash settlement of stock appreciation rights.
     This provision is intended only to clarify the powers of the Administrator
     and shall not in any way be deemed to create any rights on the part of
     Grantees to buyout offers or payments.

          (h) Nontransferability of Awards.

             (i) Except as provided in Section 5(h)(iii) below, each Award, and
        each right under any Award, shall be exercisable only by the Grantee
        during the Grantee's lifetime, or, if permissible under Applicable Law,
        by the Grantee's guardian or legal representative.

             (ii) Except as provided in Section 5(h)(iii) below, no Award (prior
        to the time, if applicable, Shares are issued in respect of such Award),
        and no right under any Award, may be assigned, alienated, pledged,
        attached, sold or otherwise transferred to encumbered by a Grantee
        otherwise than by will or by the laws of descent and distribution (or in
        the case of Stock Awards, to the Company) and any such purported
        assignment, alienation, pledge, attachment, sale, transfer or
        encumbrance shall be void and unenforceable against the Company or any
        Subsidiary; provided, that the designation of a beneficiary shall not
        constitute an assignment, alienation, pledge, attachment, sale, transfer
        or encumbrance.

             (iii) To the extent and in the manner permitted by Applicable Law,
        and to the extent and in the manner permitted by the Administrator, and
        subject to such terms and conditions as may be prescribed by the
        Administrator, a Grantee may transfer an Award to:

                (A) a child, stepchild, grandchild, parent, stepparent,
           grandparent, spouse, former spouse, sibling, niece, nephew,
           mother-in-law, father-in-law, son-in-law, daughter-in-law,
           brother-in-law, or sister-in-law of the Grantee (including adoptive
           relationships);

                (B) any person sharing the employee's household (other than a
           tenant or employee);

                (C) a trust in which persons described in (A) and (B) have more
           than 50 percent of the beneficial interest;

                (D) a foundation in which persons described in (A) or (B) or the
           Grantee control the management of assets; or

                (E) any other entity in which the persons described in (A) or
           (B) or the Grantee own more than 50 percent of the voting interests;

        provided such transfer is not for value. The following shall not be
        considered transfers for value: a transfer under a domestic relations
        order in settlement of marital property rights, and a transfer to an
        entity in which more than 50 percent of the voting interests are owned
        by persons described in (A) above or the Grantee, in exchange for an
        interest in such entity.

     6. Stock Options.

          (a) Limitations.

             (i) Each Option shall be designated in the Award Agreement as
        either an Incentive Stock Option or a Nonstatutory Stock Option. Any
        Option designated as an Incentive Stock Option:

                (A) shall not have an aggregate Fair Market Value (determined
           for each Incentive Stock Option at the Date of Grant) of Shares with
           respect to which Incentive Stock Options are exercisable for the
           first time by the Grantee during any calendar year (under the Plan
           and any other employee stock option plan of the Company or any Parent
           or Subsidiary ("Other

                                       C-7
<PAGE>

           Plans")), determined in accordance with the provisions of Section 422
           of the Code, that exceeds $100,000 (the "$100,000 Limit");

                (B) shall, if the aggregate Fair Market Value of Shares
           (determined on the Date of Grant) with respect to the portion of such
           grant that is exercisable for the first time during any calendar year
           ("Current Grant") and all Incentive Stock Options previously granted
           under the Plan and any Other Plans that are exercisable for the first
           time during a calendar year ("Prior Grants") would exceed the
           $100,000 Limit, be exercisable as follows:

                    (1) The portion of the Current Grant that would, when added
               to any Prior Grants, be exercisable with respect to Shares that
               would have an aggregate Fair Market Value (determined as of the
               respective Date of Grant for such Options) in excess of the
               $100,000 Limit shall, notwithstanding the terms of the Current
               Grant, be exercisable for the first time by the Grantee in the
               first subsequent calendar year or years in which it could be
               exercisable for the first time by the Grantee when added to all
               Prior Grants without exceeding the $100,000 Limit; and

                    (2) If, viewed as of the date of the Current Grant, any
               portion of a Current Grant could not be exercised under the
               preceding provisions of this Section 6(a)(i)(B) during any
               calendar year commencing with the calendar year in which it is
               first exercisable through and including the last calendar year in
               which it may by its terms be exercised, such portion of the
               Current Grant shall not be an Incentive Stock Option, but shall
               be exercisable as a separate Option at such date or dates as are
               provided in the Current Grant.

             (ii) No Employee shall be granted, in any fiscal year of the
        Company, Options to purchase more than 3,000,000 Shares. The limitation
        described in this Section 6(a)(ii) shall be adjusted proportionately in
        connection with any change in the Company's capitalization as described
        in Section 11 of the Plan. If an Option is canceled in the same fiscal
        year of the Company in which it was granted (other than in connection
        with a transaction described in Section 11 of the Plan), the canceled
        Option will be counted against the limitation described in this Section
        6(a)(ii).

          (b) Term of Option.  The term of each Option shall be stated in the
     Award Agreement; provided, however, that in the case of an Incentive Stock
     Option, the term shall be 10 years from the date of grant or such shorter
     term as may be provided in the Award Agreement. Moreover, in the case of an
     Incentive Stock Option granted to a Grantee who, at the time the Incentive
     Stock Option is granted, owns stock representing more than 10 percent of
     the voting power of all classes of stock of the Company or any Parent or
     Subsidiary, the term of the Incentive Stock Option shall be five years from
     the date of grant or such shorter term as may be provided in the Award
     Agreement.

          (c) Option Exercise Price and Consideration.

             (i) Exercise Price.  The per share exercise price for the Shares to
        be issued pursuant to exercise of an Option shall be determined by the
        Administrator and, except as otherwise provided in this Section 6(c)(i),
        shall be no less than 100 percent of the Fair Market Value per Share on
        the Date of Grant.

                (A) In the case of an Incentive Stock Option granted to an
           Employee who on the Date of Grant owns stock representing more than
           10 percent of the voting power of all classes of stock of the Company
           or any Parent or Subsidiary, the per Share exercise price shall be no
           less than 110 percent of the Fair Market Value per Share on the Date
           of Grant.

                (B) Any Option that is (1) granted to a Grantee in connection
           with the acquisition ("Acquisition"), however effected, by the
           Company of another corporation or entity ("Acquired Entity") or the
           assets thereof, (2) associated with an option to purchase shares of
           stock or other equity interest of the Acquired Entity or an affiliate
           thereof ("Acquired Entity Option") held by such Grantee immediately
           prior to such Acquisition, and (3) intended to preserve for the
           Grantee the economic value of all or a portion of such Acquired
           Entity Option,

                                       C-8
<PAGE>

           may be granted with such exercise price as the Administrator
           determines to be necessary to achieve such preservation of economic
           value.

                (C) Any Option that is granted to a Grantee not previously
           employed by the Company, or a Parent or Subsidiary, as a material
           inducement to the Grantee's commencing employment with the Company
           may be granted with such exercise price as the Administrator
           determines to be necessary to provide such material inducement.

          (d) Waiting Period and Exercise Dates.  At the time an Option is
     granted, the Administrator shall fix the period within which the Option may
     be exercised and shall determine any conditions that must be satisfied
     before the Option may be exercised. An Option shall be exercisable only to
     the extent that it is vested according to the terms of the Award Agreement.

          (e) Form of Consideration.  The Administrator shall determine the
     acceptable form of consideration for exercising an Option, including the
     method of payment. In the case of an Incentive Stock Option, the
     Administrator shall determine the acceptable form of consideration at the
     time of grant. The acceptable form of consideration may consist of any
     combination of cash, personal check, wire transfer or, subject to the
     approval of the Administrator:

             (i) pursuant to rules and procedures approved by the Administrator,
        promissory note;

             (ii) Mature Shares;

             (iii) pursuant to procedures approved by the Committee, (A) through
        the sale of the Shares acquired on exercise of the Option through a
        broker-dealer to whom the Grantee has submitted an irrevocable notice of
        exercise and irrevocable instructions to deliver promptly to the Company
        the amount of sale or loan proceeds sufficient to pay the exercise
        price, together with, if requested by the Company, the amount of
        federal, state, local or foreign withholding taxes payable by the
        Grantee by reason of such exercise, or (B) through simultaneous sale
        through a broker of Shares acquired upon exercise; or

             (iv) such other consideration and method of payment for the
        issuance of Shares to the extent permitted by Applicable Law.

          (f) Exercise of Option.

             (i) Procedure for Exercise; Rights as a Stockholder.

                (A) Any Option granted hereunder shall be exercisable according
           to the terms of the Plan and at such times and under such conditions
           as determined by the Administrator and set forth in the Award
           Agreement.

                (B) An Option may not be exercised for a fraction of a Share.

                (C) An Option shall be deemed exercised when the Company
           receives:

                    (1) written notice of exercise (in accordance with the Award
               Agreement) from the person entitled to exercise the Option, and

                    (2) full payment for the Shares with respect to which the
               Option is exercised. Full payment may consist of any
               consideration and method of payment authorized by the
               Administrator and permitted by the Award Agreement and the Plan.

                    (3) Shares issued upon exercise of an Option shall be issued
               in the name of the Grantee or, if requested by the Grantee, in
               the name of the Grantee and his or her spouse. Until the stock
               certificate evidencing such Shares is issued (as evidenced by the
               appropriate entry on the books of the Company or of a duly
               authorized transfer agent of the Company), no right to vote or
               receive dividends or any other rights as a stockholder shall
               exist with respect to the Optioned Stock, notwithstanding the
               exercise of the Option. The Company shall issue (or cause to be
               issued) such stock certificate promptly after the

                                       C-9
<PAGE>

               Option is exercised. No adjustment will be made for a dividend or
               other right for which the record date is prior to the date the
               stock certificate is issued, except as provided in Section 11 of
               the Plan.

                    (4) Exercising an Option in any manner shall decrease the
               number of Shares thereafter available, both for purposes of the
               Plan and for sale under the Option, by the number of Shares as to
               which the Option is exercised.

     7. Stock Appreciation Rights.

          (a) Grant of SARs.  Subject to the terms and conditions of the Plan,
     the Administrator may grant SARs in tandem with an Option or alone and
     unrelated to an Option. Tandem SARs shall expire no later than the
     expiration of the underlying Option.

          (b) Exercise of SARs.  SARs shall be exercised by the delivery of a
     written notice of exercise to the Company, setting forth the number of
     Shares over which the SAR is to be exercised. Tandem SARs may be exercised:

             (i) with respect to all or part of the Shares subject to the
        related Option upon the surrender of the right to exercise the
        equivalent portion of the related Option;

             (ii) only with respect to the Shares for which its related Option
        is then exercisable; and

             (iii) only when the Fair Market Value of the Shares subject to the
        Option exceeds the exercise price of the Option.

        The value of the payment with respect to the tandem SAR may be no more
        than 100 percent of the difference between the exercise price of the
        underlying Option and the Fair Market Value of the Shares subject to the
        underlying Option at the time the tandem SAR is exercised.

          (c) Payment of SAR Benefit.  Upon exercise of an SAR, the Grantee
     shall be entitled to receive payment from the Company in an amount
     determined by multiplying:

             (i) the excess of the Fair Market Value of a Share on the date of
        exercise over the SAR exercise price; by

             (ii) the number of Shares with respect to which the SAR is
        exercised;

        provided, that the Administrator may provide in the Award Agreement that
        the benefit payable on exercise of an SAR shall not exceed such
        percentage of the Fair Market Value of a Share on the Date of Grant as
        the Administrator shall specify. As determined by the Administrator, the
        payment upon exercise of an SAR may be in cash, in Shares that have an
        aggregate Fair Market Value (as of the date of exercise of the SAR)
        equal to the amount of the payment, or in some combination thereof, as
        set forth in the Award Agreement.

     8. Stock Awards.  Subject to the terms of the Plan, the Administrator may
grant Stock Awards to any Employee or Consultant, in such amount and upon such
terms and conditions as shall be determined by the Administrator.

     9. Performance Units and Performance Shares.

          (a) Grant of Performance Units and Performance Shares.  Subject to the
     terms of the Plan, the Administrator may grant Performance Units or
     Performance Shares to any Employee or Consultant in such amounts and upon
     such terms as the Administrator shall determine.

          (b) Value/Performance Goals.  Each Performance Unit shall have an
     initial value that is established by the Administrator on the Date of
     Grant. Each Performance Share shall have an initial value equal to the Fair
     Market Value of a Share on the Date of Grant. The Administrator shall set
     performance goals that, depending upon the extent to which they are met,
     will determine the number or value of Performance Units or Performance
     Shares that will be paid to the Grantee.

                                       C-10
<PAGE>

          (c) Payment of Performance Units and Performance Shares.

             (i) Subject to the terms of the Plan, after the applicable
        Performance Period has ended, the holder of Performance Units or
        Performance Shares shall be entitled to receive a payment based on the
        number and value of Performance Units or Performance Shares earned by
        the Grantee over the Performance Period, determined as a function of the
        extent to which the corresponding performance goals have been achieved.

             (ii) If a Grantee is promoted, demoted or transferred to a
        different business unit of the Company during a Performance Period,
        then, to the extent the Administrator determines appropriate, the
        Administrator may adjust, change or eliminate the performance goals or
        the applicable Performance Period as it deems appropriate in order to
        make them appropriate and comparable to the initial performance goals or
        Performance Period.

          (d) Form and Timing of Payment of Performance Units and Performance
     Shares.  Payment of earned Performance Units or Performance Shares shall be
     made in a lump sum following the close of the applicable Performance
     Period. The Administrator may pay earned Performance Units or Performance
     Shares in cash or in Shares (or in a combination thereof) that have an
     aggregate Fair Market Value equal to the value of the earned Performance
     Units or Performance Shares at the close of the applicable Performance
     Period. Such Shares may be granted subject to any restrictions deemed
     appropriate by the Administrator. The form of payout of such Awards shall
     be set forth in the Award Agreement pertaining to the grant of the Award.

     10. Deferral of Receipt of Payment.  The Administrator may permit or
require a Grantee to defer receipt of the payment of cash or the delivery of
Shares that would otherwise be due by virtue of the exercise of an Option or
SAR, the grant of or the lapse or waiver of restrictions with respect to Stock
Awards or the satisfaction of any requirements or goals with respect to
Performance Units or Performance Shares. If any such deferral is required or
permitted, the Administrator shall establish such rules and procedures for such
deferral.

     11. Adjustments Upon Changes in Capitalization or Change of Control.

          (a) Changes in Capitalization.  Subject to any required action by the
     stockholders of the Company, the number of Covered Shares, and the number
     of shares of Common Stock which have been authorized for issuance under the
     Plan but as to which no Awards have yet been granted or which have been
     returned to the Plan upon cancellation or expiration of an Award, as well
     as the price per share of Covered Stock, shall be proportionately adjusted
     for any increase or decrease in the number of issued shares of Common Stock
     resulting from a stock split, reverse stock split, stock dividend,
     combination or reclassification of the Common Stock, or any other increase
     or decrease in the number of issued shares of Common Stock effected without
     receipt of consideration by the Company; provided, however, that conversion
     of any convertible securities of the Company shall not be deemed to have
     been "effected without receipt of consideration." Such adjustment shall be
     made by the Board, whose determination in that respect shall be final,
     binding and conclusive. Except as expressly provided herein, no issuance by
     the Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall affect, and no adjustment by reason
     thereof shall be made with respect to, the number or price of shares of
     Covered Stock.

          (b) Change in Control.  In the event of a Change in Control, then the
     following provisions shall apply:

             (i) Vesting.  Any Award outstanding on the date such Change in
        Control is determined to have occurred that are not yet exercisable and
        vested on such date:

                (A) shall become fully exercisable and vested on the first
           anniversary of the date of such Change in Control (the "Change in
           Control Anniversary") if the Grantee's Continuous Status as an
           Employee or Consultant does not terminate prior to the Change in
           Control Anniversary;

                                       C-11
<PAGE>

                (B) shall become fully exercisable and vested on the Date of
           Termination if the Grantee's Continuous Status as an Employee or
           Consultant terminates prior to the Change in Control Anniversary as a
           result of termination by the Company without Cause or resignation by
           the Grantee for Good Reason; or

                (C) shall not become full exercisable and vested if the
           Grantee's Continuous Status as an Employee or Consultant terminates
           prior to the Change in Control Anniversary as a result of termination
           by the Company for Cause or resignation by the Grantee without Good
           Reason.

           For purposes of this Section 11(b)(i), the following definitions
           shall apply:

                (D) "Cause" means:

                    (1) A Grantee's conviction of a crime involving fraud or
               dishonesty; or

                    (2) A Grantee's continued willful or reckless material
               misconduct in the performance of the Grantee's duties after
               receipt of written notice from the Company concerning such
               misconduct;

           provided, however, that for purposes of Section 11(b)(i)(D)(2), Cause
           shall not include any one or more of the following: bad judgment,
           negligence or any act or omission believed by the Grantee in good
           faith to have been in or not opposed to the interest of the Company
           (without intent of the Grantee to gain, directly or indirectly, a
           profit to which the Grantee was not legally entitled).

                (E) "Good Reason" means:

                    (1) The assignment to the Grantee of any duties inconsistent
               in any respect with the Grantee's position (including status,
               titles and reporting requirement), authority, duties or
               responsibilities, or any other action by the Company that results
               in a diminution in such position, authority, duties or
               responsibilities, excluding for this purpose an isolated,
               insubstantial and inadvertent action that is not taken in bad
               faith and that is remedied by the Company promptly after receipt
               of written notice thereof given by the Grantee within 30 days
               following the assignment or other action by the Company;

                    (2) Any reduction in compensation; or

                    (3) Change in location of office of more than 35 miles
               without prior consent of the Grantee.

             (ii) Dissolution or Liquidation.  In the event of the proposed
        dissolution or liquidation of the Company, to the extent that an Award
        is outstanding, it will terminate immediately prior to the consummation
        of such proposed action. The Board may, in the exercise of its sole
        discretion in such instances, declare that any Option or SAR shall
        terminate as of a date fixed by the Board and give each Grantee the
        right to exercise his or her Option or SAR as to all or any part of the
        Covered Stock, including Shares as to which the Option or SAR would not
        otherwise be exercisable.

             (iii) Merger or Asset Sale.  Except as otherwise determined by the
        Board, in its discretion, prior to the occurrence of a merger of the
        Company with or into another corporation, or the sale of substantially
        all of the assets of the Company, in the event of such a merger or sale
        each outstanding Option or SAR shall be assumed or an equivalent option
        or right shall be substituted by the successor corporation or a Parent
        or Subsidiary of the successor corporation. In the event that the
        successor corporation or a Parent or Subsidiary of the successor
        corporation does not agree to assume the Option or SAR or to substitute
        an equivalent option or right, the Administrator shall, in lieu of such
        assumption or substitution, provide for the Grantee to have the right to
        exercise the Option or SAR as to all or a portion of the Covered Stock,
        including Shares as to which it would not otherwise be exercisable. If
        the Administrator makes an Option or SAR exercisable in lieu of
        assumption or substitution in the event of a merger or sale of assets,
        the Administrator shall notify the Grantee that the Option or SAR shall
        be fully exercisable for a period of 15 days from the date
                                       C-12
<PAGE>

        of such notice, and the Option or SAR will terminate upon the expiration
        of such period. For the purposes of this paragraph, the Option or SAR
        shall be considered assumed if, following the merger or sale of assets,
        the option or right confers the right to purchase, for each Share of
        Covered Stock subject to the Option or SAR immediately prior to the
        merger or sale of assets, the consideration (whether stock, cash, or
        other securities or property) received in the merger or sale of assets
        by holders of Common Stock for each Share held on the effective date of
        the transaction (and if holders were offered a choice of consideration,
        the type of consideration chosen by the holders of a majority of the
        outstanding Shares); provided, however, that if such consideration
        received in the merger or sale of assets was not solely common stock of
        the successor corporation or its Parent, the Administrator may, with the
        consent of the successor corporation and the participant, provide for
        the consideration to be received upon the exercise of the Option or SAR,
        for each Share of Optioned Stock subject to the Option or SAR, to be
        solely common stock of the successor corporation or its Parent equal in
        Fair Market Value to the per Share consideration received by holders of
        Common Stock in the merger or sale of assets.

             (iv) Except as otherwise determined by the Board, in its
        discretion, prior to the occurrence of a Change in Control other than
        the dissolution or liquidation of the Company, a merger of the Company
        with or into another corporation, or the sale of substantially all of
        the assets of the Company, in the event of such a Change in Control, all
        outstanding Options and SARs, to the extent they are exercisable and
        vested (including Options and SARs that shall become exercisable and
        vested pursuant to Section 11(b)(i) above), shall be terminated in
        exchange for a cash payment equal to the Change in Control Price
        (reduced by the exercise price applicable to such Options or SARs).
        These cash proceeds shall be paid to the Grantee or, in the event of
        death of an Grantee prior to payment, to the estate of the Grantee or to
        a person who acquired the right to exercise the Option or Stock Purchase
        Right by bequest or inheritance.

     12. Term of Plan.  The Plan shall become effective upon its approval by the
stockholders of the Company within 12 months after the date the Plan is adopted
by the Board. Such stockholder approval shall be obtained in the manner and to
the degree required under applicable federal and state law. The Plan shall
continue in effect until October 17, 2011, unless terminated earlier under
Section 13 of the Plan.

     13. Amendment and Termination of the Plan.

          (a) Amendment and Termination.  The Board may at any time amend,
     alter, suspend or terminate the Plan.

          (b) Stockholder Approval.  The Company shall obtain stockholder
     approval of any Plan amendment to the extent necessary and desirable to
     comply with Rule 16b-3 or with Section 422 of the Code (or any successor
     rule or statute or other applicable law, rule or regulation, including the
     requirements of any exchange or quotation system on which the Common Stock
     is listed or quoted). Such stockholder approval, if required, shall be
     obtained in such a manner and to such a degree as is required by the
     applicable law, rule or regulation.

          (c) Effect of Amendment or Termination.  No amendment, alteration,
     suspension or termination of the Plan shall impair the rights of any
     Grantee, unless mutually agreed otherwise between the Grantee and the
     Administrator, which agreement must be in writing and signed by the Grantee
     and the Company.

     14. Conditions Upon Issuance of Shares.

          (a) Legal Compliance.  Shares shall not be issued pursuant to an Award
     unless the exercise, if applicable, of such Award and the issuance and
     delivery of such Shares shall comply with all relevant provisions of law,
     including, without limitation, the Securities Act of 1933, as amended, the
     Exchange Act, the rules and regulations promulgated thereunder, Applicable
     Law, and the requirements of any stock exchange or quotation system upon
     which the Shares may then be listed or quoted, and shall be further subject
     to the approval of counsel for the Company with respect to such compliance.

                                       C-13
<PAGE>

          (b) Investment Representations.  As a condition to the exercise of an
     Award, the Company may require the person exercising such Award to
     represent and warrant at the time of any such exercise that the Shares are
     being purchased only for investment and without any present intention to
     sell or distribute such Shares if, in the opinion of counsel for the
     Company, such a representation is required.

     15. Liability of Company.

          (a) Inability to Obtain Authority.  The inability of the Company to
     obtain authority from any regulatory body having jurisdiction, which
     authority is deemed by the Company's counsel to be necessary to the lawful
     issuance and sale of any Shares hereunder, shall relieve the Company of any
     liability in respect of the failure to issue or sell such Shares as to
     which such requisite authority shall not have been obtained.

          (b) Grants Exceeding Allotted Shares.  If the Covered Stock covered by
     an Award exceeds, as of the date of grant, the number of Shares that may be
     issued under the Plan without additional stockholder approval, such Award
     shall be void with respect to such excess Covered Stock, unless stockholder
     approval of an amendment sufficiently increasing the number of Shares
     subject to the Plan is timely obtained in accordance with Section 13 of the
     Plan.

     16. Reservation of Shares.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     17. Rights of Employees and Consultants.  Neither the Plan nor any Award
shall confer upon an Grantee any right with respect to continuing the Grantee's
employment or consulting relationship with the Company, nor shall they interfere
in any way with the Grantee's right or the Company's right to terminate such
employment or consulting relationship at any time, with or without cause.

     18. Sub-plans for Foreign Subsidiaries.  The Board may adopt sub-plans
applicable to particular foreign Subsidiaries. All Awards granted under such
sub-plans shall be treated as grants under the Plan. The rules of such sub-plans
may take precedence over other provisions of the Plan, with the exception of
Section 3, but unless otherwise superseded by the terms of such sub-plan, the
provisions of the Plan shall govern the operation of such sub-plan.

                                       C-14
<PAGE>

                                   1183-PS-01

                                   DETACH HERE



                               JABIL CIRCUIT, INC.

                  PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
                         ANNUAL MEETING OF STOCKHOLDERS

         The undersigned hereby appoints ROBERT L. PAVER and CHRIS A. LEWIS, or
either of them, each with power of substitution and revocation, as the proxy or
proxies of the undersigned to represent the undersigned and vote all shares of
the common stock of Jabil Circuit, Inc., that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of Jabil
Circuit, Inc., to be held at The Vinoy Country Club, Sunset Ballroom, 600 Snell
Isle Boulevard, St. Petersburg, Florida 33704, on Thursday, January 24, 2002, at
10:00 a.m., and at any adjournments thereof, upon the matters set forth on the
reverse side and more fully described in the Notice and Proxy Statement for said
Annual Meeting and in their discretion upon all other matters that may properly
come before said Annual Meeting.


CONTINUED AND TO BE SIGNED ON REVERSE SIDE
                                                              ------------------

                                                                  SEE REVERSE
                                                                      SIDE
                                                              ------------------

YOU MAY VOTE BY INTERNET OR BY MAIL. PLEASE NOTE, ALL VOTES CAST BY THE INTERNET
MUST BE CAST PRIOR TO 11:59 P.M. EASTERN STANDARD TIME, JANUARY 23, 2002.


<TABLE>
<CAPTION>
                     To Vote by Internet:                         To Vote by Mail:
                     --------------------                         ---------------
          <S>                                             <C>
          It's fast, convenient, and your vote is         Please return your proxy in the enclosed
          immediately confirmed and posted.               Business Reply Envelope to:
                                                          P.O. Box 9373
                                                          Boston, Massachusetts 02205-9944
</TABLE>

         Follow these four steps, which comply with Delaware law regarding
         proxies granted by means of electronic transmission:

         1.       Read the accompanying Proxy Statement and Proxy Card.

         2.       Go to the Web site http://www.eproxyvote.com/jbl

         3.       Enter your 14-digit Voter Control Number located on your Proxy
                  Card above your name.

         4.       Follow the instructions provided.


         DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY INTERNET.

         RECEIVE FUTURE PROXY MATERIALS ELECTRONICALLY. Receiving stockholder
         material electronically via the Internet helps reduce Jabil's mailing
         and printing costs. To receive future proxy materials electronically,
         if then made so available by Jabil, go to: http://www.econsent.com/jbl
         and follow the instructions provided. Your enrollment in this program
         will remain in effect until you cancel your enrollment. You are free
         to cancel your enrollment at any time by going to:
         http://www.econsent.com/jbl on the Internet.

<PAGE>


                                   DETACH HERE

      PLEASE MARK
[X]   VOTES AS IN
      THIS EXAMPLE.

      THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
      CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR ALL
      LISTED NOMINEES FOR DIRECTOR, FOR PROPOSALS 2,3 and 4, AND AS THE
      PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
      BEFORE THE ANNUAL MEETING.

<TABLE>
<S>   <C>                                                          <C>                             <C>    <C>       <C>
1.    Election of Directors                                                                        FOR    AGAINST   ABSTAIN

NOMINEES:        (01) William D. Morean, (02) Thomas A. Sansone,   2.  To approve Jabil's          [  ]     [  ]     [  ]
                 (03) Timothy L. Main, (04) Lawrence J. Murphy,        2002 Employee Stock
                 (05) Mel S. Lavitt, (06) Steven A.                    Purchase Plan
                      Raymund and (07) Frank A. Newman


                FOR              WITHHELD                          3.  To approve Jabil's          [  ]     [  ]     [  ]
           [  ] ALL         [  ] FROM ALL                              2002 Stock Incentive
                NOMINEES         NOMINEES                              Plan

[  ]
     -------------------------------------------------
For all nominees except as noted on the line above by              4.  To ratify the               [  ]     [  ]     [  ]
specifying the number next to such nominee's name                      selection of
                                                                       KPMG LLP as
                                                                       independent
                                                                       auditors for Jabil.

                                                                   5.  With discretionary          [  ]     [  ]     [  ]
                                                                       authority on such
                                                                       other matters as may
                                                                       properly come before
                                                                       the Annual Meeting.



                                             MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING                      [  ]


                                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT                           [  ]


                                             The Annual Meeting may be held as scheduled only if a majority of the
                                             shares outstanding are represented at the Annual Meeting by attendance
                                             or proxy. Accordingly, please complete this proxy, and return it
                                             promptly in the enclosed envelope.

                                             Please date and sign exactly as your name(s) appear on your shares. If
                                             signing for estates, trusts, partnerships, corporations or other
                                             entities, your title or capacity should be stated. If shares are held
                                             jointly, each holder should sign.


DATED:
       -------------------------


--------------------------------             ----------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE       Signature
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE


--------------------------------             ----------------------------------------------
                                             Signature if held jointly
</TABLE>

