EXHIBIT 10.2

                         SOLECTRON CORPORATION

    	             FORM OF INDEMNIFICATION AGREEMENT



     This Indemnification Agreement ("Agreement") is entered into as of 
the ___ day of _____________________, 1997 by and between Solectron 
Corporation, a Delaware corporation (the "Company") and ________________ 
("Indemnitee").

                                RECITALS

     A.  The Company and Indemnitee recognize the continued difficulty 
in obtaining liability insurance for its directors, officers, employees, 
agents and fiduciaries, the significant increases in the cost of such 
insurance and the general reductions in the coverage of such insurance.

     B.  The Company and Indemnitee further recognize the substantial 
increase in corporate litigation in general, subjecting directors, 
officers, employees, agents and fiduciaries to expensive litigation 
risks at the same time as the availability and coverage of liability 
insurance has been severely limited.

     C.  Indemnitee does not regard the current protection available as 
adequate under the present circumstances, and Indemnitee and other 
directors, officers, employees, agents and fiduciaries of the Company 
may not be willing to continue to serve in such capacities without 
additional protection.

     D.  The Company desires to attract and retain the services of 
highly qualified individuals, such as Indemnitee, to serve the Company 
and, in part, in order to induce Indemnitee to continue to provide 
services to the Company, wishes to provide for the indemnification and 
advancing of expenses to Indemnitees to the maximum extent permitted by 
law.

     E.  In view of the considerations set forth above, the Company 
desires that Indemnitee be indemnified by the Company as set forth 
herein.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.  INDEMNIFICATION.

         (a)  INDEMNIFICATION OF EXPENSES.  The Company shall indemnify 
to the fullest extent permitted by law if Indemnitee was or is or 
becomes a party to or witness or other participant in, or are threatened 
to be made a party to or witness or other participant in, any 
threatened, pending or completed action, suit, proceeding or alternative 
dispute resolution mechanism, or any hearing, inquiry or investigation 
that Indemnitee in good faith believe might lead to the institution of 
any such action, suit, proceeding or alternative dispute resolution 
mechanism, whether civil, criminal, administrative, investigative or 
other (hereinafter a "Claim") by reason of (or arising in part out of) 
any event or occurrence related to the fact that Indemnitee is or was a 
director, officer, employee, agent or fiduciary of the Company, or any 
subsidiary of the Company, or is or was serving at the request of the 
Company as a director, officer, employee, agent or fiduciary of another 
corporation, partnership, joint venture, trust or other enterprise, or 
by reason of any action or inaction on the part of Indemnitee while 
serving in such capacity (hereinafter an "Indemnifiable Event") against 
any and all expenses (including attorneys' fees and all other costs, 
expenses and obligations incurred in connection with investigating, 
defending, being a witness in or participating in (including on appeal), 
or preparing to defend, be a witness in or participate in, any such 
action, suit, proceeding, alternative dispute resolution mechanism, 
hearing, inquiry or investigation), judgments, fines, penalties and 
amounts paid in settlement (if such settlement is approved in advance by 
the Company, which approval shall not be unreasonably withheld) of such 
Claim and any federal, state, local or foreign taxes imposed on 
Indemnitees as a result of the actual or deemed receipt of any payments 
under this Agreement (collectively, hereinafter "Expenses"), including 
all interest, assessments and other charges paid or payable in 
connection with or in respect of such Expenses.  Such payment of 
Expenses shall be made by the Company as soon as practicable but in any 
event no later than twenty days after written demand by Indemnitees 
therefor is presented to the Company.

         (b)  REVIEWING PARTY.  Notwithstanding the foregoing, (i) the 
obligations of the Company under Section 1(a) shall be subject to the 
condition that the Reviewing Party (as described in Section 10(e) 
hereof) shall not have determined (in a written opinion, in any case in 
which the Independent Legal Counsel referred to in Section 1(c) hereof 
is involved) that Indemnitee would not be permitted to be indemnified 
under applicable law, and (ii) the obligation of the Company to make an 
advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an 
"Expense Advance") shall be subject to the condition that, if, when and 
to the extent that the Reviewing Party determines that Indemnitee would 
not be permitted to be so indemnified under applicable law, the Company 
shall be entitled to be reimbursed by Indemnitee (who hereby agree to 
reimburse the Company) for all such amounts theretofore paid; provided, 
however, that if Indemnitee has commenced or thereafter commence legal 
proceedings in a court of competent jurisdiction to secure a 
determination that Indemnitee should be indemnified under applicable 
law, any determination made by the Reviewing Party that Indemnitee would 
not be permitted to be indemnified under applicable law shall not be 
binding and Indemnitee shall not be required to reimburse the Company 
for any Expense Advance until a final judicial determination is made 
with respect thereto (as to which all rights of appeal therefrom have 
been exhausted or lapsed).  The Indemnitee's obligation to reimburse the 
Company for any Expense Advance shall be unsecured and no interest shall 
be charged thereon.  If there has not been a Change in Control (as 
defined in Section 10(c) hereof), the Reviewing Party shall be selected 
by the Board of Directors, and if there has been such a Change in 
Control (other than a Change in Control which has been approved by a 
majority of the Company's Board of Directors who were directors 
immediately prior to such Change in Control), the Reviewing Party shall 
be the Independent Legal Counsel referred to in Section 1(c) hereof.  If 
there has been no determination by the Reviewing Party or if the 
Reviewing Party determines that Indemnitee substantively would not be 
permitted to be indemnified in whole or in part under applicable law, 
Indemnitee shall have the right to commence litigation seeking an 
initial determination by the court or challenging any such determination 
by the Reviewing Party or any aspect thereof, including the legal or 
factual bases therefor, and the Company hereby consents to service of 
process and to appear in any such proceeding.  Any determination by the 
Reviewing Party otherwise shall be conclusive and binding on the Company 
and Indemnitee.

         (c)  CHANGE IN CONTROL.  The Company agrees that if there is a 
Change in Control of the Company (other than a Change in Control which 
has been approved by a majority of the Company's Board of Directors who 
were directors immediately prior to such Change in Control) then, with 
respect to all matters thereafter arising concerning the rights of 
Indemnitees to payments of Expenses and Expense Advances under this 
Agreement or any other agreement or under the Company's Certificate of 
Incorporation or Bylaws as now or hereafter in effect, Independent Legal 
Counsel (as defined in Section 10(d) hereof) shall be selected by 
Indemnitees and approved by the Company (which approval shall not be 
unreasonably withheld).  Such counsel, among other things, shall render 
its written opinion to the Company and Indemnitee as to whether and to 
what extent Indemnitee would be permitted to be indemnified under 
applicable law and the Company agrees to abide by such opinion.  The 
Company agrees to pay the reasonable fees of the Independent Legal 
Counsel referred to above and to fully indemnify such counsel against 
any and all expenses (including attorneys' fees), claims, liabilities 
and damages arising out of or relating to this Agreement or its 
engagement pursuant hereto.

         (d)  MANDATORY PAYMENT OF EXPENSES.  Notwithstanding any other 
provision of this Agreement other than Section 8 hereof, to the extent 
that Indemnitee has been successful on the merits or otherwise, 
including, without limitation, the dismissal of an action without 
prejudice, in defense of any action, suit, proceeding, inquiry or 
investigation referred to in Section (1)(a) hereof or in the defense of 
any claim, issue or matter therein, Indemnitee shall be indemnified 
against all Expenses incurred by Indemnitee in connection therewith.

     2.  EXPENSES; INDEMNIFICATION PROCEDURE.

         (a)  ADVANCEMENT OF EXPENSES.  The Company shall advance all 
Expenses incurred by Indemnitee.  The advances to be made hereunder 
shall be paid by the Company to Indemnitee as soon as practicable but in 
any event no later than twenty days after written demand by Indemnitee 
therefor to the Company.

         (b)  NOTICE/COOPERATION BY INDEMNITEE.  Indemnitee shall, as a 
condition precedent to Indemnitee's right to be indemnified under this 
Agreement, give the Company notice in writing as soon as practicable of 
any Claim made against Indemnitee for which indemnification will or 
could be sought under this Agreement.  Notice to the Company shall be 
directed to the Chief Executive Officer of the Company at the address 
shown on the signature page of this Agreement (or such other address as 
the Company shall designate in writing to Indemnitee).  In addition, 
Indemnitee shall give the Company such information and cooperation as it 
may reasonably require and as shall be within Indemnitee's power.

         (c)  NO PRESUMPTIONS; BURDEN OF PROOF.  For purposes of this 
Agreement, the termination of any Claim by judgment, order, settlement 
(whether with or without court approval) or conviction, or upon a plea 
of NOLO CONTENDERE, or its equivalent, shall not create a presumption 
that Indemnitee did not meet any particular standard of conduct or have 
any particular belief or that a court has determined that 
indemnification is not permitted by applicable law.  In addition, 
neither the failure of the Reviewing Party to have made a determination 
as to whether Indemnitee has met any particular standard of conduct or 
had any particular belief, nor an actual determination by the Reviewing 
Party that Indemnitee has not met such standard of conduct or did not 
have such belief, prior to the commencement of legal proceedings by 
Indemnitee to secure a judicial determination that Indemnitee should be 
indemnified under applicable law, shall be a defense to Indemnitee's 
claim or create a presumption that Indemnitee has not met any particular 
standard of conduct or did not have any particular belief.  In 
connection with any determination by the Reviewing Party or otherwise as 
to whether Indemnitee is entitled to be indemnified hereunder, the 
burden of proof shall be on the Company to establish that Indemnitee is 
not so entitled.

         (d)  NOTICE TO INSURERS.  If, at the time of the receipt by the 
Company of a notice of a Claim pursuant to Section 2(b) hereof, the 
Company has liability insurance in effect which may cover such Claim, 
the Company shall give prompt notice of the commencement of such Claim 
to the insurers in accordance with the procedures set forth in the 
respective policies.  The Company shall thereafter take all necessary or 
desirable action to cause such insurers to pay, on behalf of Indemnitee, 
all amounts payable as a result of such action, suit, proceeding, 
inquiry or investigation in accordance with the terms of such policies.

         (e)  SELECTION OF COUNSEL.  In the event the Company shall be 
obligated hereunder to pay the Expenses of any Claim, the Company shall 
be entitled to assume the defense of such Claim with counsel approved by 
Indemnitee, which approval shall not be unreasonably withheld, upon the 
delivery to Indemnitee of written notice of its election so to do.  
After delivery of such notice, approval of such counsel by Indemnitee 
and the retention of such counsel by the Company, the Company will not 
be liable to Indemnitee under this Agreement for any fees of counsel 
subsequently incurred by Indemnitee with respect to the same Claim; 
provided that, (i) Indemnitee shall have the right to employ 
Indemnitee's counsel in any such Claim at Indemnitee's expense and 
(ii) if (A) the employment of counsel by Indemnitee has been previously 
authorized by the Company, (B) Indemnitee shall have reasonably 
concluded that there is a conflict of interest between the Company and 
Indemnitee in the conduct of any such defense, or (C) the Company shall 
not continue to retain such counsel to defend such Claim, then the fees 
and expenses of Indemnitee's counsel shall be at the expense of the 
Company.  The Company shall have the right to conduct such defense as it 
sees fit in its sole discretion, including the right to settle any claim 
against Indemnitee without the consent of the Indemnitee.

     3.  ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

         (a)  SCOPE.  The Company hereby agrees to indemnify Indemnitee 
to the fullest extent permitted by law, notwithstanding that such 
indemnification is not specifically authorized by the other provisions 
of this Agreement, the Company's Certificate of Incorporation, the 
Company's Bylaws or by statute.  In the event of any change after the 
date of this Agreement in any applicable law, statute or rule which 
expands the right of a Delaware corporation to indemnify a member of its 
Board of Directors or an officer, employee, agent or fiduciary, it is 
the intent of the parties hereto that Indemnitee shall enjoy by this 
Agreement the greater benefits afforded by such change.  In the event of 
any change in any applicable law, statute or rule which narrows the 
right of a Delaware corporation to indemnify a member of its Board of 
Directors or an officer, employee, agent or fiduciary, such change, to 
the extent not otherwise required by such law, statute or rule to be 
applied to this Agreement, shall have no effect on this Agreement or the 
parties' rights and obligations hereunder except as set forth in Section 
8(a) hereof.

         (b)  NONEXCLUSIVITY.  The indemnification provided by this 
Agreement shall be in addition to any rights to which Indemnitee may be 
entitled under the Company's Certificate of Incorporation, its Bylaws, 
any agreement, any vote of stockholders or disinterested directors, the 
General Corporation Law of the State of Delaware, or otherwise.  The 
indemnification provided under this Agreement shall continue as to 
Indemnitee for any action Indemnitee took or did not take while serving 
in an indemnified capacity even though Indemnitee may have ceased to 
serve in such capacity.

     4.  NO DUPLICATION OF PAYMENTS.  The Company shall not be liable 
under this Agreement to make any payment in connection with any Claim 
made against Indemnitee to the extent Indemnitee has otherwise actually 
received payment (under any insurance policy, Certificate of 
Incorporation, Bylaw or otherwise) of the amounts otherwise 
indemnifiable hereunder.

     5.  PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any 
provision of this Agreement to indemnification by the Company for some 
or a portion of Expenses incurred in connection with any Claim, but not, 
however, for all of the total amount thereof, the Company shall 
nevertheless indemnify Indemnitee for the portion of such Expenses to 
which Indemnitee is entitled.

     6.  MUTUAL ACKNOWLEDGMENT.  Both the Company and Indemnitee 
acknowledge that in certain instances, Federal law or applicable public 
policy may prohibit the Company from indemnifying its directors, 
officers, employees, agents or fiduciaries under this Agreement or 
otherwise.  Indemnitee understands and acknowledges that the Company has 
undertaken or may be required in the future to undertake with the 
Securities and Exchange Commission to submit the question of 
indemnification to a court in certain circumstances for a determination 
of the Company's right under public policy to indemnify Indemnitee.

     7.  LIABILITY INSURANCE.  The Company shall, from time to time, 
make the good faith determination whether or not it is practicable for 
the Company to obtain and maintain a policy or policies of insurance 
with reputable insurance companies providing the officers and directors 
of the Company with coverage for losses from wrongful acts, or to ensure 
the Company's performance of its indemnification obligations under this 
Agreement.  Among other considerations, the Company will weigh the costs 
of obtaining such insurance coverage against the protection afforded by 
such coverage.  In all policies of directors' and officers' liability 
insurance, Indemnitee shall be named as an insured in such a manner as 
to provide Indemnitee the same rights and benefits as are accorded to 
the most favorably insured of the Company's directors, if Indemnitee is 
a director; or of the Company's officers, if Indemnitee is not a 
director of the Company but is an officer; or of the Company's key 
employees, if Indemnitee is not an officer or director but is a key 
employee.  Notwithstanding the foregoing, the Company shall have no 
obligation to obtain or maintain such insurance if the Company 
determines in good faith that such insurance is not reasonably 
available, if the premium costs for such insurance are disproportionate 
to the amount of coverage provided, if the coverage provided by such 
insurance is limited by exclusions so as to provide an insufficient 
benefit, or if Indemnitee is covered by similar insurance maintained by 
a subsidiary or parent of the Company.

     8.  EXCEPTIONS.  Any other provision herein to the contrary 
notwithstanding, the Company shall not be obligated pursuant to the 
terms of this Agreement:

         (a)  EXCLUDED ACTION OR OMISSIONS.  To indemnify Indemnitee for 
Expenses resulting from acts, omissions or transactions for which 
Indemnitee is prohibited from receiving indemnification under this 
Agreement or applicable law;

         (b)  CLAIMS INITIATED BY INDEMNITEE.  To indemnify or advance 
expenses to Indemnitee with respect to Claims initiated or brought 
voluntarily by Indemnitee and not by way of defense, except (i) with 
respect to actions or proceedings brought to establish or enforce a 
right to indemnification under this Agreement or any other agreement or 
insurance policy or under the Company's Certificate of Incorporation or 
Bylaws now or hereafter in effect relating to Claims for Indemnifiable 
Events, (ii) in specific cases if the Board of Directors has approved 
the initiation or bringing of such Claim, or (iii) as otherwise required 
under Section 145 of the Delaware General Corporation Law, regardless of 
whether Indemnitee ultimately is determined to be entitled to such 
indemnification, advance expense payment or insurance recovery, as the 
case may be;

         (c)  LACK OF GOOD FAITH.  To indemnify Indemnitee for any 
expenses incurred by Indemnitee with respect to any proceeding 
instituted by Indemnitee to enforce or interpret this Agreement, if a 
court of competent jurisdiction determines that each of the material 
assertions made by Indemnitee in such proceeding was not made in good 
faith or was frivolous; or

         (d)  CLAIMS UNDER SECTION 16(B).  To indemnify Indemnitee for 
expenses and the payment of profits arising from the purchase and sale 
by Indemnitee of securities in violation of Section 16(b) of the 
Securities Exchange Act of 1934, as amended, or any similar successor 
statute.

     9.  PERIOD OF LIMITATIONS.  No legal action shall be brought and no 
cause of action shall be asserted by or in the right of the Company 
against Indemnitee, Indemnitee's estate, spouse, heirs, executors or 
personal or legal representatives after the expiration of two years from 
the date of accrual of such cause of action, and any claim or cause of 
action of the Company shall be extinguished and deemed released unless 
asserted by the timely filing of a legal action within such two-year 
period; PROVIDED, HOWEVER, that if any shorter period of limitations is 
otherwise applicable to any such cause of action, such shorter period 
shall govern.

     10.  CONSTRUCTION OF CERTAIN PHRASES.

         (a)  For purposes of this Agreement, references to the 
"Company" shall include, in addition to the resulting corporation, any 
constituent corporation (including any constituent of a constituent) 
absorbed in a consolidation or merger which, if its separate existence 
had continued, would have had power and authority to indemnify its 
directors, officers, employees, agents or fiduciaries, so that if 
Indemnitee is or was a director, officer, employee, agent or fiduciary 
of such constituent corporation, or is or was serving at the request of 
such constituent corporation as a director, officer, employee, agent or 
fiduciary of another corporation, partnership, joint venture, employee 
benefit plan, trust or other enterprise, Indemnitee shall stand in the 
same position under the provisions of this Agreement with respect to the 
resulting or surviving corporation as Indemnitee would have with respect 
to such constituent corporation if its separate existence had continued.

         (b)  For purposes of this Agreement, references to "other 
enterprises" shall include employee benefit plans; references to "fines" 
shall include any excise taxes assessed on Indemnitee with respect to an 
employee benefit plan; and references to "serving at the request of the 
Company" shall include any service as a director, officer, employee, 
agent or fiduciary of the Company which imposes duties on, or involves 
services by, such director, officer, employee, agent or fiduciary with 
respect to an employee benefit plan, its participants or its 
beneficiaries; and if Indemnitee acted in good faith and in a manner 
Indemnitee reasonably believed to be in the interest of the participants 
and beneficiaries of an employee benefit plan, Indemnitee shall be 
deemed to have acted in a manner "not opposed to the best interests of 
the Company" as referred to in this Agreement.

         (c)  For purposes of this Agreement a "Change in Control" shall 
be deemed to have occurred IF, ON OR AFTER THE DATE OF THIS AGREEMENT, 
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of 
the Securities Exchange Act of 1934, as amended), other than a trustee 
or other fiduciary holding securities under an employee benefit plan of 
the Company acting in such capacity or a corporation owned directly or 
indirectly by the stockholders of the Company in substantially the same 
proportions as their ownership of stock of the Company, becomes the 
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly 
or indirectly, of securities of the Company representing more than 50% 
of the total voting power represented by the Company's then outstanding 
Voting Securities, (ii) during any period of two consecutive years, 
individuals who at the beginning of such period constitute the Board of 
Directors of the Company and any new director whose election by the 
Board of Directors or nomination for election by the Company's 
stockholders was approved by a vote of at least two thirds (2/3) of the 
directors then still in office who either were directors at the begin-
ning of the period or whose election or nomination for election was 
previously so approved, cease for any reason to constitute a majority 
thereof, or (iii) the stockholders of the Company approve a merger or 
consolidation of the Company with any other corporation other than a 
merger or consolidation which would result in the Voting Securities of 
the Company outstanding immediately prior thereto continuing to 
represent (either by remaining outstanding or by being converted into 
Voting Securities of the surviving entity) at least 80% of the total 
voting power represented by the Voting Securities of the Company or such 
surviving entity outstanding immediately after such merger or 
consolidation, or the stockholders of the Company approve a plan of 
complete liquidation of the Company or an agreement for the sale or 
disposition by the Company of (in one transaction or a series of related 
transactions) all or substantially all of the Company's assets.

         (d)  For purposes of this Agreement, "Independent Legal 
Counsel" shall mean an attorney or firm of attorneys, selected in 
accordance with the provisions of Section 1(c) hereof, who shall not 
have otherwise performed services for the Company or Indemnitees within 
the last three years (other than with respect to matters concerning the 
rights of Indemnitees under this Agreement, or of other indemnitees 
under similar indemnity agreements).

         (e)  For purposes of this Agreement, a "Reviewing Party" shall 
mean any appropriate person or body consisting of a member or members of 
the Company's Board of Directors or any other person or body appointed 
by the Board of Directors who is not a party to the particular Claim for 
which Indemnitee are seeking indemnification, or Independent Legal 
Counsel.

         (f)  For purposes of this Agreement, "Voting Securities" shall 
mean any securities of the Company that vote generally in the election 
of directors.

     11.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall constitute an original.

     12.  BINDING EFFECT; SUCCESSORS AND ASSIGNS.  This Agreement shall 
be binding upon and inure to the benefit of and be enforceable by the 
parties hereto and their respective successors, assigns, including any 
direct or indirect successor by purchase, merger, consolidation or 
otherwise to all or substantially all of the business and/or assets of 
the Company, spouses, heirs, and personal and legal representatives.  
The Company shall require and cause any successor (whether direct or 
indirect by purchase, merger, consolidation or otherwise) to all, 
substantially all, or a substantial part, of the business and/or assets 
of the Company, by written agreement in form and substance satisfactory 
to Indemnitee, expressly to assume and agree to perform this Agreement 
in the same manner and to the same extent that the Company would be 
required to perform if no such succession had taken place.  This 
Agreement shall continue in effect with respect to Claims relating to 
Indemnifiable Events regardless of whether Indemnitee continues to serve 
as a director, officer, employee, agent or fiduciary of the Company or 
of any other enterprise at the Company's request.

     13.  ATTORNEYS' FEES.  In the event that any action is instituted 
by Indemnitee under this Agreement or under any liability insurance 
policies maintained by the Company to enforce or interpret any of the 
terms hereof or thereof, Indemnitee shall be entitled to be paid all 
Expenses incurred by Indemnitee with respect to such action, regardless 
of whether Indemnitee is ultimately successful in such action, and shall 
be entitled to the advancement of Expenses with respect to such action, 
unless, as a part of such action, a court of competent jurisdiction over 
such action determines that each of the material assertions made by 
Indemnitee as a basis for such action was not made in good faith or was 
frivolous.  In the event of an action instituted by or in the name of 
the Company under this Agreement to enforce or interpret any of the 
terms of this Agreement, Indemnitee shall be entitled to be paid all 
Expenses incurred by Indemnitee in defense of such action (including 
costs and expenses incurred with respect to Indemnitee's counterclaims 
and cross-claims made in such action), and shall be entitled to the 
advancement of Expenses with respect to such action, unless, as a part 
of such action, a court having jurisdiction over such action determines 
that each of Indemnitee's material defenses to such action was made in 
bad faith or was frivolous.

     14.  NOTICE.  All notices and other communications required or 
permitted hereunder shall be in writing, shall be effective when given, 
and shall in any event be deemed to be given (a) five (5) days after 
deposit with the U.S. Postal Service or other applicable postal service, 
if delivered by first class mail, postage prepaid, (b) upon delivery, if 
delivered by hand, (c) one business day after the business day of 
deposit with Federal Express or similar overnight courier, freight 
prepaid, or (d) one day after the business day of delivery by facsimile 
transmission, if delivered by facsimile transmission, with copy by first 
class mail, postage prepaid, and shall be addressed if to Indemnitee, at 
the Indemnitee's address as set forth beneath Indemnitee's signature to 
this Agreement and if to the Company at the address of its principal 
corporate offices (attention:  Secretary) or at such other address as 
such party may designate by ten days' advance written notice to the 
other party hereto.

     15.  CONSENT TO JURISDICTION.  The Company and Indemnitee each 
hereby irrevocably consent to the jurisdiction of the courts of the 
State of Delaware for all purposes in connection with any action or 
proceeding which arises out of or relates to this Agreement and agree 
that any action instituted under this Agreement shall be commenced, 
prosecuted and continued only in the Court of Chancery of the State of 
Delaware in and for New Castle County, which shall be the exclusive and 
only proper forum for adjudicating such a claim.

     16.  SEVERABILITY.  The provisions of this Agreement shall be 
severable in the event that any of the provisions hereof (including any 
provision within a single section, paragraph or sentence) are held by a 
court of competent jurisdiction to be invalid, void or otherwise 
unenforceable, and the remaining provisions shall remain enforceable to 
the fullest extent permitted by law.  Furthermore, to the fullest extent 
possible, the provisions of this Agreement (including, without 
limitations, each portion of this Agreement containing any provision 
held to be invalid, void or otherwise unenforceable, that is not itself 
invalid, void or unenforceable) shall be construed so as to give effect 
to the intent manifested by the provision held invalid, illegal or 
unenforceable.

     17.  CHOICE OF LAW.  This Agreement shall be governed by and its 
provisions construed and enforced in accordance with the laws of the 
State of Delaware, as applied to contracts between Delaware residents, 
entered into and to be performed entirely within the State of Delaware, 
without regard to the conflict of laws principles thereof.

     18.  SUBROGATION.  In the event of payment under this Agreement, 
the Company shall be subrogated to the extent of such payment to all of 
the rights of recovery of Indemnitee who shall execute all documents 
required and shall do all acts that may be necessary to secure such 
rights and to enable the Company effectively to bring suit to enforce 
such rights.

     19.  AMENDMENT AND TERMINATION.  No amendment, modification, 
termination or cancellation of this Agreement shall be effective unless 
it is in writing signed by both the parties hereto.  No waiver of any of 
the provisions of this Agreement shall be deemed or shall constitute a 
waiver of any other provisions hereof (whether or not similar) nor shall 
such waiver constitute a continuing waiver.

     20.  INTEGRATION AND ENTIRE AGREEMENT.  This Agreement sets forth 
the entire understanding between the parties hereto and supersedes and 
merges all previous written and oral negotiations, commitments, 
understandings and agreements relating to the subject matter hereof 
between the parties hereto.

     21.  NO CONSTRUCTION AS EMPLOYMENT AGREEMENT.  Nothing contained in 
this Agreement shall be construed as giving Indemnitee any right to be 
retained in the employ of the Company or any of its subsidiaries.
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the date first above written.


     SOLECTRON CORPORATION,
     a Delaware corporation


     By:       ______________________________ 

     Title:    ______________________________ 

     Address:  ______________________________

               ______________________________

               ______________________________



AGREED TO AND ACCEPTED BY:

           ______________________________


Address:   ______________________________

           ______________________________

           ______________________________