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                                                                     EXHIBIT 4.1

                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                       (AS AMENDED THROUGH NOVEMBER 2000)


         The following constitute the provisions of the 1992 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. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         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
         which 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
         Company. 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)      For purposes of the Enrollment Date under
                  the First Offering Period (as defined in Section 4 hereof),
                  the Fair Market Value of a Share of Common Stock shall be the
                  Price to Public as set forth in the final prospectus filed
                  with the Securities and Exchange Commission (the "Commission")
                  pursuant to Rule 424(b) under the Securities Act of 1933, as
                  amended (the "Securities Act"); or

                           (2)      For purposes of subsequent Enrollment Dates,
                  (a) if the Common Stock is listed on


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                  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; (b) 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
                  (c) 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 (6) 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 First Offering Period shall commence with
the date on which the Company's registration statement on Form S-1 (or any
successor thereof) under the Securities Act for its initial public offering of
Common Stock (the "Registration Statement") is declared effective by the
Commission and end on the last Trading Day occurring in the period ending June
30, 1993. The duration of Offering Periods may be changed pursuant to Section 4
of this Plan.

                  (l)      "Plan" shall mean this Employee Stock Purchase Plan.

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

                  (n)      "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.

                  (o)      "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% 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.

                  (p)      "Trading Day" shall mean a day on which 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 for at least one year
(90 days, effective January 1, 2001) and who shall be employed by the Company 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 (5%) 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 Twenty-Five Thousand Dollars ($25,000) 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.


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         4.       Offering Periods. The Plan shall be implemented by consecutive
six (6) month Offering Periods commencing on the first Trading Day on or after
January 1 and July 1 of each year, or on such other dates as the Board shall
determine; provided, however, that the first Offering Period shall commence on
the date on which the Company's Registration Statement is declared effective by
the Commission and shall end on the last Trading Day in the period ending June
30, 1993 (the "First Offering Period"). The second Offering Period under the
Plan shall commence with the first Trading Day on or after July 1, 1993. The
Plan shall continue thereafter until 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 approval if such change is announced at least
fifteen (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 of Exhibit A to this Plan and filing it with the
         Company's payroll office at least ten (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 ten percent (10%) 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
         ten percent (10%) 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 (5) 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 0% 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

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         provision for the Company's federal, state, or other tax 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.

         7.       Grant of Option. 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.

         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 life
time, 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 of Exhibit B to this Plan.
         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 twenty (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.

                  (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

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         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
         5,820,000 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. Unless permitted by Rule
         16b-3, no discretion concerning decisions regarding the Plan shall be
         afforded to any committee or person that is not "disinterested" as that
         term is used in Rule 16b-3.

         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 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


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         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 ten (10) business days 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


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         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.

         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.


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         22.      Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years 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.


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                                                                       EXHIBIT A


                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

<TABLE>
<S>      <C>                                          <C>
[ ]      Original Application                         Enrollment Date:
                                                                       --------
[ ]      Change of Beneficiary(ies)

[ ]      Change in Rate of Payroll Deductions
</TABLE>

1.       ______________________________________ hereby elects to participate in
         the Jabil Circuit, Inc. (the "Company") 1992 Employee Stock Purchase
         Plan (the "Purchase Plan") and subscribes to purchase shares of the
         Company's Common Stock in accordance with this Subscription Agreement
         and the Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of _____% of my Compensation on each payday (not to exceed 10%) during
         the Offering Period in accordance with the Purchase Plan. (Please note
         that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Purchase Plan. I understand that if I
         do not withdraw from an Offering Period, any accumulated payroll
         deductions will be used to automatically exercise my option.

4.       I have received a copy of the complete "Jabil Circuit, Inc. 1992
         Employee Stock Purchase Plan." I understand that my participation in
         the Purchase Plan is in all respects subject to the terms of the Plan.
         I understand that the grant of the option by the Company under this
         Subscription Agreement is subject to obtaining stockholder approval of
         the Purchase Plan.

5.       Shares purchased for me under the Purchase Plan should be issued in the
         name(s) of:
                    -----------------------------------------------------------

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

6.       I understand that if I dispose of any shares received by me pursuant to
         the Purchase Plan within 2 years after the Enrollment Date (the first
         day of the Offering Period during which I purchased such shares), I
         will be treated for federal income tax purposes as having received
         ordinary income at the time of such disposition in an amount equal to
         the excess of the fair market value of the shares at the time such
         shares were delivered to me over the price which I paid for the shares.
         I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER
         THE DATE OF ANY SUCH DISPOSITION AND I WILL MAKE ADEQUATE PROVISION FOR
         FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH
         ARISE UPON THE DISPOSITION OF THE COMMON STOCK. The Company may, but
         will not be obligated to, withhold from my compensation the amount
         necessary to meet any applicable withholding obligation including any
         withholding necessary to make available to the Company any tax
         deductions or benefits attributable to sale or early disposition of
         Common Stock by me. If I dispose of such shares at any time after the
         expiration of the 2-year holding period, I under stand that I will be
         treated for federal income tax purposes as having received income only
         at the time of such disposition, and that such income will be taxed as
         ordinary income only to the extent of an amount equal to the lesser of
         (1) the excess of the fair market value of the shares at the time of
         such disposition over the purchase price which I paid for the shares,
         or (2) 15% of the fair market value of the shares on the first day of
         the Offering Period. The remainder of the gain, if any, recognized on
         such


<PAGE>   10

         disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Purchase Plan. The
         effectiveness of this Subscription Agreement is dependent upon my
         eligibility to participate in the Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Purchase Plan:


NAME (Please Print):


----------------------------------------------------------------------
(Last)            (First)           (Middle)


----------------------------------------------------------------------
(Relationship)


----------------------------------------------------------------------
(Address)

Employee's Social
Security Number:




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


Employee's Address:


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

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

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


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:
       ------------------------------------


------------------------------------
Signature of Employee


                                       2


<PAGE>   11
                                                                       EXHIBIT B


                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The undersigned participant in the Offering Period of the Jabil
Circuit, Inc. 1992 Employee Stock Purchase Plan which began on ____________,
19____ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The under
signed understands and agrees that his or her option for such Offering Period
will be automatically terminated. The undersigned understands further that no
further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

Name and Address of Participant


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


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


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

Signature


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Date:
     -----------------------------------------------