Exhibit 4.1

                              SOLECTRON CORPORATION

                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN

1. Purposes of the Plan. The purposes of this Stock Option Plan are:

            o  to attract and retain the best available personnel for positions 
               of substantial  responsibility,

            o  to provide additional incentive to Employees, Consultants and 
               Outside Directors, and

            o  to promote the success of the Company's business.

            Options  granted  under the Plan may be Incentive  Stock  Options or
Nonstatutory  Stock Options,  as determined by the  Administrator at the time of
grant. The Plan also provides for automatic grants of Nonstatutory Stock Options
to Outside Directors.

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

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

     (b) "Applicable   Laws"  means  the  legal requirements   relating  to  the
administration  of stock option plans under state  corporate and securities laws
and the Code.


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

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

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

     (f) "Common Stock" means the Common Stock of the Company.

     (g) "Company" means Solectron Corporation, a California corporation.

     (h) "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,  provided that the term "Consultant"  shall not include Directors
who are paid only a director's fee by the Company or who are not  compensated by
the Company for their services as Directors.

     (i) "Continuous  Status as an Employee,  Consultant or Director" means that
the employment,  consulting or Outside Director  relationship is not interrupted
or terminated by the Company, any Parent or Subsidiary.  Continuous Status as an
Employee, Consultant or Director shall not be considered interrupted in the case
of: (i) any leave of  absence  approved  by the  Administrator,  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 ninety (90)
days, unless reemployment upon the expiration of such leave is


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guaranteed by contract  (including certain Company policies) or statute; or (ii)
transfers between  locations of the Company or between the Company,  its Parent,
its Subsidiaries or its successor.

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

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

     (l) "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.

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

     (n) "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 New York Stock
     Exchange,  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 date of grant of the
     Option,  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 date of grant of the Option,
     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.

     (o) "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.

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

     (q) "Notice of Grant" means a written notice  evidencing  certain terms and
conditions  of an individual  Option  grant.  The Notice of Grant is part of the
Option Agreement.

     (r) "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.

     (s) "Option" means a stock option granted pursuant to the Plan.

     (t) "Option Agreement" means a written agreement between the Company and an
Optionee  evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

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     (u) "Optioned Stock" means the Common Stock subject to an Option.

     (v) "Optionee"  means an Employee or Consultant  who  holds an  outstanding
Option.

     (w) "Outside Director" shall mean a member of the Board of Directors of the
Company who is not an Employee or a Consultant.

     (x) "Parent"  means  a  "parent  corporation",  whether  now  or  hereafter
existing, as defined in Section 424(e) of the Code.

     (y) "Plan" means this Solectron Corporation 1992 Stock Option Plan.

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

     (aa) "Share" means a share of the Common  Stock,  as adjusted in accordance
with Section 12 of the Plan.

     (bb) "Subsidiary"  means  a  "subsidiary  corporation",   whether   now  or
hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 12 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under  the  Plan is  45,400,000  Shares  of  Common  Stock.  The  Shares  may be
authorized,  but unissued,  or  reacquired  Common  Stock.  However,  should the
Company  reacquire  Shares  which were  issued  pursuant  to the  exercise of an
Option, such Shares shall not become available for future grant under the Plan.

     If an Option expires or becomes unexercisable without having been exercised
in full,  the  unpurchased  Shares  which  were  subject  thereto  shall  become
available for future grant under the Plan (unless the Plan has terminated).

  4. Administration of the Plan.

     (a)  Procedure. 

     (i) Multiple  Administrative  Bodies.  If permitted by Rule 16b-3, the Plan
may be administered by different bodies with respect to Directors,  Officers who
are not Directors, and Employees who are neither Directors nor Officers.

     (ii)  Administration  With  Respect to Directors  and  Officers  Subject to
Section  16(b).  With respect to Option  grants made to  Employees  who are also
Officers or Directors  subject to Section  16(b) of the  Exchange  Act, the Plan
shall be  administered by (A) the Board, if the Board may administer the Plan in
compliance   with  the  rules   governing  a  plan  intended  to  qualify  as  a
discretionary plan under Rule 16b-3, or (B) a committee  designated by the Board
to administer the Plan,  which committee shall be constituted to comply with the
rules  governing a plan intended to qualify as a  discretionary  plan under Rule
16b-3. Once appointed,  such Committee shall continue to serve in its designated
capacity until otherwise  directed by the Board. From time to time the Board may
increase  the size of the  Committee  and  appoint  additional  members,  remove
members  (with or without  cause) and  substitute  new members,  fill  vacancies
(however  caused),  and  remove  all  members of the  Committee  and  thereafter
directly administer


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the Plan,all to the extent  permitted by the rules  governing a plan intended to
qualify as a discretionary plan under Rule 16b-3.

     (iii) Administration With Respect to Other Persons.  With respect to Option
grants made to Employees or Consultants  who are neither  Directors nor Officers
of the  Company,  the  Plan  shall  be  administered  by (A) the  Board or (B) a
committee  designated by the Board,  which  committee  shall be  constituted  to
satisfy  Applicable  Laws.  Once  appointed,  such Committee  shall serve in its
designated  capacity  until  otherwise  directed  by the  Board.  The  Board may
increase  the size of the  Committee  and  appoint  additional  members,  remove
members  (with or without  cause) and  substitute  new members,  fill  vacancies
(however  caused),  and  remove  all  members of the  Committee  and  thereafter
directly administer the Plan, all to the extent permitted by Applicable Laws.

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

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

          (ii) to select the  Consultants  and  Employees to whom Options may be
          granted hereunder;

          (iii)to  determine  whether  and to what  extent  Options  are granted
          hereunder;

          (iv) to  determine  the number of shares of Common Stock to be covered
          by each Option granted hereunder;

          (v) to approve forms of agreement for use under the Plan;

          (vi) to determine the terms and conditions,  not inconsistent with the
          terms of the Plan,  of any award  granted  hereunder.  Such  terms and
          conditions  may include,  but are not limited to, the exercise  price,
          the time or times when Options may be exercised (which may be based on
          performance   criteria),   any  vesting   acceleration  or  waiver  of
          forfeiture  restrictions,  and any restriction or limitation regarding
          any Option or the shares of Common Stock  relating  thereto,  based in
          each  case  on  such  factors  as  the  Administrator,   in  its  sole
          discretion, shall determine;

          (vii)  to   determine   whether,   to  what   extent  and  under  what
          circumstances  Common Stock and other amounts  payable with respect to
          an award under this Plan shall be deferred either  automatically or at
          the  election  of  the  participant   (including   providing  for  and
          determining the amount (if any) of any deemed earnings on any deferred
          amount during any deferral period);

          (viii) to reduce the exercise  price of any Option to the then current
          Fair Market Value if the Fair Market Value of the Common Stock covered
          by such  Option  shall  have  declined  since the date the  Option was
          granted;

          (ix) to construe and interpret the terms of the Plan;

          (x) to prescribe,  amend and rescind rules and regulations relating to
          the Plan;

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          (xi) to modify or amend each Option  (subject to Section  14(c) of the
          Plan);

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

          (xiii) to determine the terms and restrictions  applicable to Options;
          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 Optionees
and any other holders of Options.

      5. Eligibility.

     (a) Options may be granted to Employees,  Consultants and Outside Directors
provided that (i)  Incentive  Stock Options may only be granted to Employees and
(ii)  Options may only be granted to Outside  Directors in  accordance  with the
provisions  of Section  5(b)  hereof.  Each Option  shall be  designated  in the
written option  agreement as either an Incentive  Stock Option or a Nonstatutory
Stock  Option.  Subject to Section  5(b) with respect to Outside  Directors,  an
Employee,  Consultant or Outside Director who has been granted an option may, if
such Employee,  Consultant or Outside Director is otherwise eligible, be granted
additional Option(s).

     (b) The provisions set forth in this Section 5(b) shall not be amended more
than once every six months,  other than to comport with changes in the Code, the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  or the rules
thereunder.  All grants of Options to Outside Directors under this Plan shall be
automatic and  non-discretionary  and shall be made strictly in accordance  with
the following provisions:

     (i) No person shall have any  discretion to select which Outside  Directors
shall be granted  Options or to determine  the number of shares to be covered by
Options granted to Outside Directors;  provided,  however,  that nothing in this
Plan shall be construed to prevent an Outside Director from declining to receive
an Option under this Plan.

     (ii)  Beginning  on December  1, 1993,  and on the first day of December of
each  succeeding  fiscal  year of the Company  occurring  during the life of the
Plan,  each Outside  Director who was an Outside  Director on or before the last
day of the first  quarter of the fiscal year of the Company  just ended shall be
automatically  granted  an Option  to  purchase  six  thousand  (6,000)  Shares,
decreased or increased as provided in Section 12 hereof.

     An Outside  Director who was not an Outside  Director on or before the last
day of the first  quarter of the fiscal  year of the  Company  just ended  shall
receive  a pro  rated  portion  of the  automatic  option  grant  (decreased  or
increased  as  provided  in Section 12  hereof).  Such pro rated  grant shall be
calculated  according  to the  number of  quarters  of service in the just ended
fiscal year of the Company.  For the purposes of this  calculation,  service for
only a portion of the quarter shall be deemed service for the whole quarter. For
example,  an Outside  Director with one and one-half  quarters of service in the
just ended fiscal year of the Company  will  receive  credit for two quarters of
service and  accordingly  will receive a grant of three thousand  (3,000) Shares
(decreased or increased as provided in Section 12 hereof).

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     (iii) The terms of an Option granted pursuant to this Section 5(b) shall be
as follows:

          (A) the term of the Option shall be five (5) years;

          (B) except as provided in Section 10 of this Plan, the Option shall be
          exercisable only while the Outside Director remains a director;

          (C) the exercise  price per share of Common Stock shall be 100% of the
          Fair Market Value on the date of grant of the Option;

          (D) the Option shall become  exercisable in installments  cumulatively
          with  respect to one  twelfth  (1/12th) of the  Optioned  Stock on the
          first  day of  each  month  following  the  date of  grant;  provided,
          however,  that in no event  shall any Option be  exercisable  prior to
          obtaining shareholder approval of the Plan.

      6.  Limitations. 

     (a) Each  Option  shall be  designated  in the Notice of Grant as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,  notwithstanding
such designations,  to the extent that the aggregate Fair Market Value of Shares
subject to an Optionee's  incentive  stock options  granted by the Company,  any
Parent or  Subsidiary,  which become  exercisable  for the first time during any
calendar  year  (under all plans of the  Company  or any  Parent or  Subsidiary)
exceeds  $100,000,  such excess Options shall be treated as  Nonstatutory  Stock
Options.  For purposes of this Section  6(a),  incentive  stock options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be determined as of the time of grant.

     (b) Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing  the  Optionee's  employment,  consulting or Director
relationship  with the  Company,  nor shall they  interfere  in any way with the
Optionee's  right or the Company's  right to terminate such  relationship at any
time, with or without cause.

     (c)  The  following  limitations  shall  apply  to  grants  of  Options  to
Employees:

          (i) No Employee  shall be granted,  in any fiscal year of the Company,
          Options to purchase more than 750,000 Shares.

          (ii) The foregoing  limitations shall be adjusted  proportionately  in
          connection  with  any  change  in  the  Company's   capitalization  as
          described in Section 12.

          (iii) If an Option is cancelled in the same fiscal year of the Company
          in which it was granted  (other than in connection  with a transaction
          described in Section 12), the cancelled Option will be counted against
          the limit set  forth in  Section  6(c)(i).  For this  purpose,  if the
          exercise  price of an  Option  is  reduced,  the  transaction  will be
          treated as a cancellation of the Option and the grant of a new Option.


     7.  Term of Plan. Subject to Section 18 of the Plan,  the Plan shall become
effective as of October 22, 1992. It shall  continue in effect for a term of ten
(10) years unless terminated earlier under Section 14 of the Plan.

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     8. Term of Option. The term of each Option shall be stated in the Notice of
Grant;  provided,  however,  that in the case of an Incentive Stock Option,  the
term shall be ten (10) years from the date of grant or such  shorter term as may
be provided in the Notice of Grant.  However,  in the case of an Incentive Stock
Option  granted to an Optionee  who, at the time the  Incentive  Stock Option is
granted, owns stock representing more than ten percent (10%) 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 (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.

     9. Option Exercise Price and  Consideration. 

     (a)  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, subject to the following:

     (i) In the case of an Incentive Stock Option

               (A) granted to an Employee who, at the time the  Incentive  Stock
          Option is granted, owns stock representing more than ten percent (10%)
          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% of the Fair Market Value per Share on the date of grant.

               (B) granted to any Employee,  the per Share  exercise price shall
          be no less than 100% of the Fair Market Value per Share on the date of
          grant.

     (ii) In the case of a  Nonstatutory  Stock Option,  the per Share  exercise
price may be less than 100%,  but shall be no less than 85%,  of the Fair Market
Value per Share on the date of grant,  if the  Administrator  determines  that a
discount from the Fair Market Value is  appropriate  in lieu of the payment of a
reasonable amount of salary or cash bonus to the Optionee.

     (b) 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 which must be satisfied before the Option may
be exercised.  In so doing, the Administrator may specify that an Option may not
be exercised until the completion of a service period.

     (c) 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.  Such  consideration  may
consist of:

               (i) cash;

               (ii) check;

               (iii) promissory note;

               (iv) other Shares which (A) in the case of Shares  acquired  upon
               exercise of an option,  have been owned by the  Optionee for more
               than six  months  on the date of  surrender,  and (B) have a Fair
               Market  Value on the  date of  surrender  equal to the  aggregate
               exercise  price of the  Shares as to which said  Option  shall be
               exercised;

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               (v) delivery of a properly executed exercise notice together with
               irrevocable  instructions to a broker to promptly  deliver to the
               Company the amount of sale or loan  proceeds  required to pay the
               exercise price;

               (vi) any combination of the foregoing methods of payment; or

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


     10. Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Shareholder.  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 Option Agreement.

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

     An Option shall be deemed exercised when the Company receives:  (i) written
notice of exercise (in  accordance  with the Option  Agreement)  from the person
entitled  to  exercise  the  Option,  and (ii) 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 Option  Agreement and the Plan.  Shares issued upon exercise of
an Option  shall be issued in the name of the  Optionee  or, if requested by the
Optionee, in the name of the Optionee 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  shareholder  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 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 12 of the Plan.

     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.

     (b) Termination of Employment, Consulting or Outside Director Relationship.
In the event that an Optionee's Continuous Status as an Employee,  Consultant or
Outside   Director   terminates   (other  than  upon  the  Optionee's  death  or
Disability), the Optionee may exercise his or her Option, but only within thirty
(30) days (or such  other  period of time not  exceeding  three (3) months as is
determined by the  Administrator),  and only to the extent that the Optionee was
entitled to exercise it at the date of  termination  (but in no event later than
the  expiration of the term of such Option as set forth in the Notice of Grant).
If, at the date of termination,  the Optionee is not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan. If, after termination,  the Optionee does not exercise
his or her Option  within the time  specified by the  Administrator,  the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

     (c)  Disability  of Optionee.  In the event that an  Optionee's  Continuous
Status as an Employee,  Consultant or Outside Director terminates as a result of
the  Optionee's  Disability,  the Optionee may exercise his or her Option at any
time within six (6) months from the date of such termination, but only

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to the extent that the  Optionee was entitled to exercise it at the date of such
termination  (but in no  event  later  than the  expiration  of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination, the
Optionee  is not  entitled  to  exercise  his or her entire  Option,  the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after  termination,  the Optionee does not exercise his or her Option within the
time specified  herein,  the Option shall  terminate,  and the Shares covered by
such Option shall revert to the Plan.

     (d) Death of Optionee. In the event of the death of an Optionee, the Option
may be exercised at any time within six (6) months  following  the date of death
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the  Notice of  Grant),  by the  Optionee's  estate or by a person  who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the  Optionee was entitled to exercise the Option at the date of
death.  If, at the time of death,  the Optionee was not entitled to exercise his
or her entire  Option,  the Shares covered by the  unexercisable  portion of the
Option shall revert to the Plan.  If, after death,  the  Optionee's  estate or a
person who acquired  the right to exercise the Option by bequest or  inheritance
does not exercise the Option within the time specified herein,  the Option shall
terminate, and the Shares covered by such Option shall immediately revert to the
Plan.

     11.  Non-Transferability  of Options.  An Option may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

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

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option,  and the number of shares of Common  Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or
expiration of an Option,  as well as the price per share of Common Stock covered
by each such  outstanding  Option,  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 Common Stock subject to an Option.

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been previously
exercised,  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  shall  terminate as of a date fixed by the
Board and give each  Optionee  the right to exercise his or her Option as to all
or any part of the Optioned Stock, including Shares as to which the Option would
not otherwise be exercisable.

     (c) Merger or Asset Sale.  In the event of a merger of the Company  with or
into another corporation,  or the sale of substantially all of the assets of the
Company,  each outstanding  Option shall be assumed or an quivalent option shall
be  substituted  by the successor  corporation  or a Parent or Subsidiary of the
successor  corporation.  In the event that the  successor  corporation  does not
agree to assume the Option or

                                       9

<PAGE>

to substitute an equivalent option or right, the Administrator shall, in lieu of
such assumption or  substitution,  provide for the Optionee to have the right to
exercise  the Option as to all of the  Optioned  Stock,  including  Shares as to
which it would not  otherwise  be  exercisable.  If the  Administrator  makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets,  the Administrator  shall notify the Optionee that the
Option or shall be fully  exercisable  for a period of thirty (30) days from the
date of such notice,  and the Option will  terminate upon the expiration of such
period.  For the  purposes of this  paragraph,  the Option  shall be  considered
assumed if, following the merger or sale of assets, the option confers the right
to purchase,  for each Share of Optioned Stock subject to the Option 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, for each Share of Optioned Stock subject to 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 in the
merger or sale of assets.

     13.  Date of  Grant.  The date of  grant of an  Option  shall  be,  for all
purposes,  the date on which the Administrator makes the determination  granting
such Option,  or such other later date as is  determined  by the  Administrator.
Notice  of the  determination  shall  be  provided  to each  Optionee  within  a
reasonable time after the date of such grant.

     14.  Amendment and Termination of the Plan.

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

     (b)  Shareholder Approval. The Company shall obtain shareholder 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
shareholder  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 Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

     15. Conditions Upon Issuance of Shares.

     (a) Legal  Compliance.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option 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 Laws, 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.


                                       10

<PAGE>

     (b)  Investment  Representations.  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.

      16. 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 Optioned Stock covered by an
Option  exceeds,  as of the date of grant,  the  number  of Shares  which may be
issued under the Plan without additional shareholder approval, such Option shall
be void with respect to such excess Optioned Stock, unless shareholder  approval
of an amendment sufficiently increasing the number of Shares subject to the Plan
is timely obtained in accordance with Section 14(b) of the Plan.

     17. 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.

     18. Shareholder  Approval.  Continuance  of the Plan  shall be  subject  to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.


                                       11
<PAGE>
                              SOLECTRON CORPORATION

                             1992 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT

Unless  otherwise  defined herein,  the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.

I.    NOTICE OF STOCK OPTION GRANT

      Optionee's Name and Address: 
                                   --------------------------

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

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

      You have been  granted an option to purchase  Common Stock of the Company,
subject to the terms and conditions of the Plan and this Stock Option Agreement,
as follows:


Date of Grant                   
                                   --------------------------

Vesting Commencement Date                                       
                                   --------------------------

Exercise Price per Share           $                 
                                   --------------------------

Total Number of Shares Granted                              
                                   --------------------------

Total Exercise Price               $                 
                                   --------------------------

Type of Option:                             Incentive Stock Option
                                   -------
                                            Nonstatutory Stock Option
                                   -------

Term/Expiration Date:                                       
                                   --------------------------
Vesting Schedule:
                                  
      This Option may be exercised,  in whole or in part, in accordance with the
following schedule:


Termination Period:

      This Option may be  exercised  for thirty (30) days after  termination  of
employment  or  consulting  relationship,  or  such  longer  period  as  may  be
applicable  upon death or Disability of Optionee as provided in the Plan, but in
no event later than the Term/Expiration Date as provided above.

<PAGE>

II. AGREEMENT 

     1. Grant of Option. The Plan  Administrator of the Company hereby grants to
the Optionee  named in the Notice of Grant  attached as Part I of this Agreement
(the  "Optionee"),  an option (the "Option") to purchase a number of Shares,  as
set forth in the Notice of Grant,  at the exercise  price per share set forth in
the Notice of Grant (the "Exercise Price"),  subject to the terms and conditions
of the Plan, which is incorporated herein by reference. Subject to Section 14(c)
of the Plan, in the event of a conflict  between the terms and conditions of the
Plan and the  terms  and  conditions  of this  Option  Agreement,  the terms and
conditions of the Plan shall prevail.

     If  designated in the Notice of Grant as an Incentive  Stock  Option,  this
Option is intended to qualify as an Incentive  Stock Option under Section 422 of
the Code.

     2. Exercise of Option.

     (a) Right to  Exercise.  This  Option  is  exercisable  during  its term in
accordance  with the  Vesting  Schedule  set out in the  Notice of Grant and the
applicable  provisions  of the Plan and this Option  Agreement.  In the event of
Optionee's death,  Disability or other  termination of Optionee's  employment or
consulting  relationship,  the  exercisability  of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.

     (b) Method of  Exercise.  This  Option is  exercisable  by  delivery  of an
exercise  notice,  in the form  attached as Exhibit A (the  "Exercise  Notice"),
which shall state the election to exercise  the Option,  the number of Shares in
respect of which the Option is being  exercised (the  "Exercised  Shares"),  and
such other  representations  and  agreements  as may be  required by the Company
pursuant to the provisions of the Plan. 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  shareholder  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 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 12 of the Plan.  The  Exercise  Notice
shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company.  The Exercise  Notice shall be accompanied
by payment of the  aggregate  Exercise  Price as to all Exercised  Shares.  This
Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such issuance and exercise complies with all relevant  provisions of law and the
requirements  of any stock  exchange  upon  which the  Shares  are then  listed.
Assuming such compliance,  for income tax purposes the Exercised Shares shall be
considered  transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

     3. Method of Payment.  Payment of the aggregate  Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

     (a) cash; or 

     (b) check; or

                                       2

<PAGE>

     (c) surrender of other Shares which (i) in the case of Shares acquired upon
exercise  of an option,  have been owned by the  Optionee  for more than six (6)
months on the date of  surrender,  AND (ii) have a Fair Market Value on the date
of surrender equal to the aggregate Exercise Price of the Exercised Shares; or

     (d) delivery  of  a  properly   executed  exercise   notice  together  with
irrevocable  instructions  to a broker to  promptly  deliver to the  Company the
amount of sale or loan proceeds required to pay the exercise price.

     4. Non-Transferability of Option. This Option may not be transferred in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee.  The terms of
the  Plan  and this  Option  Agreement  shall  be  binding  upon the  executors,
administrators, heirs, successors and assigns of the Optionee.

     5. Term of Option.  This Option may be  exercised  only within the term set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the Plan and the terms of this Option Agreement.

     6. Tax Consequences.  Some of the federal tax consequences relating to this
Option,  as of the date of this  Option,  are set forth  below.  THIS SUMMARY IS
NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE  OPTIONEE  SHOULD  CONSULT A TAX ADVISER  BEFORE  EXERCISING  THIS OPTION OR
DISPOSING OF THE SHARES.

     (a) Exercising the Option.

     (i) Nonqualified  Stock Option ("NSO").  If this Option does not qualify as
an ISO,  the  Optionee  may incur  regular  federal  income tax  liability  upon
exercise.  The Optionee will be treated as having received  compensation  income
(taxable at ordinary income tax rates) equal to the excess,  if any, of the fair
market  value  of the  Exercised  Shares  on the  date of  exercise  over  their
aggregate  Exercise Price.  If the Optionee is an employee,  the Company will be
required to withhold from his or her  compensation  or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

     (ii) Incentive  Stock Option ("ISO").  If this Option  qualifies as an ISO,
the  Optionee  will  have no  regular  federal  income  tax  liability  upon its
exercise, although the excess, if any, of the fair market value of the Exercised
Shares on the date of  exercise  over  their  aggregate  Exercise  Price will be
treated as an adjustment to the alternative minimum tax for federal tax purposes
and may subject the Optionee to alternative minimum tax in the year of exercise.

     (b) Disposition of Shares.

     (i) NSO. If the Optionee  holds NSO Shares for at least one year,  any gain
realized on disposition of the Shares will be treated as long-term  capital gain
for federal income tax purposes.

     (ii) ISO.  If the  Optionee  holds ISO  Shares  for at least one year after
exercise and two years after the grant date, any gain realized on disposition of
the Shares will be treated as  long-term  capital  gain for  federal  income tax
purposes.  If the Optionee disposes of ISO Shares within one year after exercise
or two years after the grant date, any gain realized on such disposition will be
treated as compensation  income (taxable at ordinary income rates) to the extent
of the excess, if any, of the LESSER OF

                                       3
<PAGE>

(A) the difference  between  the FAIR MARKET VALUE OF THE SHARES ACQUIRED ON THE
DATE OF EXERCISE and the aggregate Exercise Price, or (B) the difference between
the SALE PRICE of such Shares and the aggregate Exercise Price.

     (i) Notice of  Disqualifying  Disposition  of ISO Shares.  If the  Optionee
sells or otherwise  disposes of any of the Shares acquired pursuant to an ISO on
or  before  the later of (i) two years  after the grant  date,  or (ii) one year
after the exercise date, the Optionee  shall  immediately  notify the Company in
writing of such  disposition.  The Optionee agrees that he or she may be subject
to income tax withholding by the Company on the compensation  income  recognized
from such early disposition.

      OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE VESTING OF SHARES  PURSUANT TO
THE OPTION  HEREOF IS EARNED ONLY BY  CONTINUING  EMPLOYMENT  AT THE WILL OF THE
COMPANY  (NOT  THROUGH  THE ACT OF BEING  HIRED,  BEING  GRANTED  THIS OPTION OR
ACQUIRING  SHARES  HEREUNDER).  OPTIONEE  FURTHER  ACKNOWLEDGES  AND AGREES THAT
NOTHING IN THIS  AGREEMENT,  NOR IN THE  COMPANY'S  STOCK  OPTION  PLAN WHICH IS
INCORPORATED  HEREIN BY  REFERENCE,  SHALL  CONFER UPON  OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY,  NOR SHALL IT INTERFERE IN
ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT
AT ANY TIME, WITH OR WITHOUT CAUSE.

      By your signature and the signature of the Company's representative below,
you and the Company  agree that this Option is granted under and governed by the
terms  and  conditions  of the Plan  and this  Option  Agreement.  Optionee  has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement.


OPTIONEE:                                 SOLECTRON CORPORATION

                                          By: 

------------------------                         -------------------------  
Signature
                                          Title:

------------------------                         -------------------------    
Print Name                                       

                                       4






                                CONSENT OF SPOUSE

The  undersigned  spouse of Optionee has read and hereby  approves the terms and
conditions  of the Plan and  this  Option  Agreement.  In  consideration  of the
Company's  granting his or her spouse the right to purchase  Shares as set forth
in the Plan and this  Option  Agreement,  the  undersigned  hereby  agrees to be
irrevocably  bound by the  terms  and  conditions  of the  Plan and this  Option
Agreement  and further  agrees that any  community  property  interest  shall be
similarly bound.  The undersigned  hereby appoints the  undersigned's  spouse as
attorney-in-fact  for the undersigned  with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.




                                             ----------------------------
                                             Spouse of Optionee


                                       5
<PAGE>



                                    EXHIBIT A

                              SOLECTRON CORPORATION

                             1992 STOCK OPTION PLAN

                                 EXERCISE NOTICE

Solectron Corporation
847 Gibraltar Drive
Milpitas, CA  95035

Attention:  Secretary


     1.  Exercise  of Option.  Effective  as of today,  ___________,  ____,  the
undersigned  ("Purchaser")  hereby  elects to  purchase  _________  shares  (the
"Shares") of the Common Stock of Solectron Corporation (the "Company") under and
pursuant to the  Solectron  Corporation  1992 Stock Option Plan (the "Plan") and
the Stock  Option  Agreement  dated  _________  (the  "Option  Agreement").  The
purchase  price for the Shares  shall be  $_________,  as required by the Option
Agreement.

     2.  Delivery of Payment.Purchaser herewith delivers to the Company the full
purchase price for the Shares.

     3.  Representations  of Optionee.  Optionee  acknowledges that Optionee has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

     4.  Rights as  Shareholder.  Subject  to the terms and  conditions  of this
Agreement, Optionee shall have all of the rights of a shareholder of the Company
with respect to the Shares from and after the date that  Optionee  delivers full
payment of the  Exercise  Price  until  such time as  Optionee  disposes  of the
Shares.

     5.  Tax Consultation. Optionee understands that Optionee may suffer adverse
tax  consequences  as a result of  Optionee's  purchase  or  disposition  of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

     6.  Entire  Agreement;  Governing  Law. The Plan and Option  Agreement  are
incorporated  herein  by  reference.  This  Agreement,  the Plan and the  Option
Agreement  constitute the entire agreement of the parties and supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect  to the  subject  matter  hereof,  and such  agreement  is  governed  by
California law except for that body of law pertaining to conflict of laws.


<PAGE>


Submitted by:                             Accepted by:


OPTIONEE:                                 SOLECTRON CORPORATION


                                       By:
---------------------------                 ------------------------
Signature                                                                       

                                      Its:
---------------------------                 ------------------------            
Print Name

Address:                                  Address:

-----------------------                   847 Gibraltar Drive
                                          Milpitas, CA  95035
-----------------------