<PAGE>   1

                                  SCHEDULE 14A
                                 (RULE 14A-101)
 
                    INFORMATION REQUIRED IN PROXY STATEMENT
 
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 

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


                              JABIL CIRCUIT, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
     (2)  Aggregate number of securities to which transaction applies:
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
     (4)  Proposed maximum aggregate value of transaction:
 
     (5)  Total fee paid:
 
[ ]  Fee paid previously with preliminary materials:
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
     (2)  Form, Schedule or Registration Statement No.:
 
     (3)  Filing Party:
 
     (4)  Date Filed:

<PAGE>   2


                               JABIL CIRCUIT, INC.

                                   ----------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                         TO BE HELD ON JANUARY 13, 2000

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jabil Circuit,
Inc., a Delaware corporation (the "Company"), will be held on Thursday, January
13, 2000 at 10:00 a.m., local time, in the Sunset Ballroom at the Vinoy Country
Club located at 600 Snell Isle Boulevard, St. Petersburg, Florida 33704 for the
following purposes:

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

         2. To approve an amendment to the Company's Certificate of
      Incorporation to increase the number of authorized shares of Jabil Common
      Stock from 120,000,000 to 250,000,000 shares and to increase the number of
      authorized shares of Jabil Preferred Stock from 1,000,000 to 10,000,000
      shares.

         3. To approve an amendment to the Company's 1992 Employee Stock
      Purchase Plan to increase by 500,000 the number of shares reserved for
      issuance thereunder.

         4. To approve an amendment to the Jabil Circuit, Inc. 1992 Stock Option
      Plan (the "Option Plan") to increase the shares reserved for issuance
      under the Option Plan from 5,892,472 as of October 21, 1999 to 9,392,472
      shares.

         5. To ratify the appointment of KPMG LLP as independent auditors for
      the Company for the fiscal year ending August 31, 2000.

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

      The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on November 16, 1999 are entitled to notice of and to vote at the
Annual Meeting.

      A list of all Stockholders entitled to vote at the 1999 Annual Meeting
will be available for examination at the Office of General Counsel of Jabil
Circuit, Inc., at 10560 9th Street North, St. Petersburg, Florida 33716, for the
ten days before the meeting between 9:00 a.m. and 5:00 p.m., local time, and at
the place of the Annual Meeting during the Annual Meeting.

      All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, date, sign and return the enclosed proxy as promptly as possible
in the postage-prepaid envelope enclosed for that purpose. YOU MAY REVOKE YOUR
PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME
BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE
ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.

                                              FOR THE BOARD OF DIRECTORS OF
                                              JABIL CIRCUIT, INC.

                                              Robert L. Paver
                                              General Counsel and Secretary

St. Petersburg, Florida
November 22, 1999



<PAGE>   3






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

                               JABIL CIRCUIT, INC.

                                   ----------

                                 PROXY STATEMENT
                                       FOR
                         ANNUAL MEETING OF STOCKHOLDERS

                                JANUARY 13, 2000

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

      The enclosed Proxy is solicited on behalf of Jabil Circuit, Inc., a
Delaware corporation ("Jabil" or the "Company"), for use at the Annual Meeting
of Stockholders to be held on Thursday, January 13, 2000 at 10:00 a.m., local
time, and at any adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held in the Sunset Ballroom at the Vinoy Country Club located at 600
Snell Isle Boulevard, St. Petersburg, Florida 33704. The Company's principal
executive office is located at 10560 9th Street North, St. Petersburg, Florida
33716, and its telephone number at that location is (727) 577-9749.

      These proxy solicitation materials were mailed on or about November 22,
1999, together with the Company's 1999 Annual Report to Stockholders, to all
stockholders entitled to vote at the Annual Meeting.

RECORD DATE

      Stockholders of record at the close of business on November 16, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, __________ shares of the Company's Common Stock were issued
and outstanding. For information regarding security ownership by management and
by the beneficial owners of more than 5% of the Company's Common Stock, see
"Other Information-Share Ownership by Principal Stockholders and Management."
The closing sales price of the Company's Common Stock on the New York Stock
Exchange ("NYSE") on the Record Date was $______ per share.

REVOCABILITY OF PROXIES

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

VOTING AND SOLICITATION

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

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



<PAGE>   4




QUORUM; ABSTENTIONS; BROKER NON-VOTES

      The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "WITHHELD" from a matter are treated
as being present at the Annual Meeting for purposes of establishing a quorum and
are also treated as entitled to vote on the subject matter (the "Votes Cast")
with respect to such matter.

      While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence for the transaction of business and the
total number of Votes Cast with respect to a particular matter, broker non-votes
with respect to proposals set forth in this Proxy Statement will not be
considered Votes Cast and, accordingly, will not affect the determination as to
whether the requisite majority of Votes Cast has been obtained with respect to a
particular matter.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

      Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting of Stockholders must
be received by the Company no later than July 25, 2000 in order to be considered
for possible inclusion in the proxy statement and form of proxy relating to that
meeting.

FISCAL YEAR END

      The Company's fiscal year ends August 31.


                                       2

<PAGE>   5


                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

NOMINEES

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

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


<TABLE>
<CAPTION>
NAME                                         AGE            PRINCIPAL POSITION
----                                         ---            ------------------
<S>                                          <C>      <C>
William D. Morean(4)....................     44       Chief Executive Officer and Chairman of the
                                                      Board of the Company
Thomas A. Sansone(4)....................     50       Vice Chairman of the Board of Directors
Timothy L. Main.........................     42       President and Director
Lawrence J. Murphy......................     57       Director
Mel S. Lavitt(3)........................     62       Director
Steven A. Raymund(1)(2)(3)..............     44       Director
Frank A. Newman(1)(2)...................     51       Director


</TABLE>


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

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

      WILLIAM D. MOREAN. Mr. Morean has served as Chief Executive Officer and
Chairman of the Board since 1988 and as a director since 1978. Mr. Morean joined
the Company in 1977 and assumed management of day-to-day operations the
following year. Prior to serving as Chief Executive Officer and Chairman of the
Board, Mr. Morean served as President and Vice President and held various
operating positions with the Company.

      THOMAS A. SANSONE. Mr. Sansone has served as Vice Chairman of the Board
since January 1999, and as a director since 1983. Mr. Sansone joined the Company
in 1983 as Vice President and served as President of Jabil from 1988 to January
1999. Prior to joining Jabil, Mr. Sansone was a practicing attorney.

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




                                       3

<PAGE>   6


      LAWRENCE J. MURPHY. Mr. Murphy has served as a director of the Company
since September 1989. Since September 1997, Mr. Murphy has also served as an
independent consultant to the Company. From March 1992 until September 1997, Mr.
Murphy served as a director of Core Industries, Inc., a diversified
conglomerate, where he held various executive level positions since 1981,
including the position of Executive Vice President and Secretary from September
1990 to September 1997. Prior to joining Core Industries, Inc., Mr. Murphy was a
practicing attorney at the law firm of Bassey, Selesko, Couzens & Murphy, P.C.
and a certified public accountant with the accounting firm of Deloitte & Touche.

      MEL S. LAVITT. Mr. Lavitt has served as a director of the Company since
September 1991. Mr. Lavitt has been a Managing Director at the investment
banking firm of C.E. Unterberg, Towbin (or its predecessor) since August 1992.
From June 1987 until August 1992, Mr. Lavitt was President of Lavitt Management,
a business consulting firm. From 1978 until June 1987, Mr. Lavitt served as an
Administrative Managing Director for the investment banking firm of L.F.
Rothschild, Unterberg, Towbin, Inc.

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

      FRANK A. NEWMAN. Mr. Newman has served as a director of the Company since
January 1998. Mr. Newman joined Eckerd Corporation, a drug store chain, in June
1993 as President and Chief Operating Officer, was appointed as President and
Chief Executive Officer in February 1996 and assumed the additional position of
Chairman of the Board in February 1997. From January 1986 until May 1993, Mr.
Newman was the President and Chief Executive Officer of F&M Distributors, Inc.
Mr. Newman currently is also a director of JoAnn Stores, Inc., Eckerd
Corporation and AmSouth Bancorporation.

REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS

      If a quorum is present and voting, the seven nominees for director
receiving the highest number of affirmative votes of the shares present or
represented and entitled to be voted for them shall be elected as directors.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but have no
other legal effect under Delaware law.

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





                                       4

<PAGE>   7

BOARD MEETINGS AND COMMITTEES

      The Board of Directors of the Company held a total of five meetings and
took action by written consent eight times during the 1999 fiscal year. All
Directors attended 75% or more of the aggregate number of Board meetings and
committee meetings. The Board of Directors has a Compensation Committee, two
Stock Option Committees and an Audit Committee; however, it currently has no
nominating committee or other committee performing similar functions.

      The Compensation Committee, which currently consists of Messrs. Raymund
and Newman, reviews and establishes specific compensation plans, salaries,
bonuses and other benefits payable to the Company's executive officers. During
fiscal year 1999, the Compensation Committee held one meeting.

      The Stock Option Committee that administers the Company's 1992 Stock
Option Plan with respect to individuals who are neither directors nor officers
of the Company consists of Messrs. Morean and Sansone. During Fiscal year 1999,
the Stock Option Committee held no meetings, but took action by written consent
eleven times.

      The Stock Option Committee that is generally empowered to administer the
Company's 1992 Stock Option Plan with respect to all individuals and the 1992
Employee Stock Purchase Plan consists of Messrs. Raymund and Newman. During
fiscal year 1999, the Stock Option Committee held no meetings, but took action
by written consent seven times.

      The Audit Committee, which currently consists of Messrs. Raymund and
Lavitt, reviews and evaluates the results and scope of the audit and other
services provided by the Company's independent auditors. During fiscal year
1999, the Audit Committee held two meetings.

      During fiscal year 1999, each incumbent director attended all meetings
held by all committees of the Board on which he served.

COMPENSATION OF DIRECTORS

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





                                       5

<PAGE>   8


                                 PROPOSAL NO. 2

              APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
          TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK

GENERAL

      The Company's Certificate of Incorporation, as currently in effect (the
"Certificate"), provides that the Company is authorized to issue two classes of
stock consisting of 120,000,000 shares of Common Stock, $0.001 par value per
share, and 1,000,000 shares of Preferred Stock, $0.001 par value per share. In
October 1999, the Board of Directors authorized an amendment to the Certificate
to increase the authorized number of shares of Common Stock to 250,000,000
shares and to increase the authorized number of shares of Preferred Stock to
10,000,000 shares. The stockholders are being asked to approve at the Annual
Meeting such amendment to the Certificate. Under the proposed amendment, the
first paragraph of the Article numbered "Fourth" of the Certificate would be
amended to read as follows:

         "This corporation is authorized to issue two classes of shares to be
      designated respectively Preferred Stock ("Preferred") and Common Stock
      ("Common"). The total number of shares of Preferred this corporation shall
      have authority to issue shall be 10,000,000, $0.001 par value, and the
      total number of shares of Common which this corporation shall have the
      authority to issue shall be 250,000,000, $0.001 par value."

      The Company currently has 120,000,000 authorized shares of Common Stock
and 1,000,000 authorized shares of Preferred Stock. Of this authorized number,
_________ shares of common stock and ______ shares of Preferred Stock were
issued and outstanding as of the Record Date. In addition, as of October 21,
1999, a total of 5,892,472 shares of Common Stock were reserved for future grant
or for issuance upon the exercise of outstanding options under the Option Plan
and 469,680 shares were reserved for issuance under the 1992 Employee Stock
Purchase Plan.

PURPOSE AND EFFECT OF THE AMENDMENT

      The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to permit
future stock dividends or stock splits, to raise additional capital through the
sale of securities, to acquire another company or its business or assets, to
establish strategic relationships with corporate partners, to provide equity
incentives to employees, officers or directors or to pursue other matters. The
Board of Directors as of the date of this Proxy has no agreement, arrangement or
intention to issue any of the shares for which approval is sought. If the
amendment is approved by the stockholders, the Board of Directors does not
intend to solicit further stockholder approval prior to the issuance of any
additional shares of Common stock, except as may be required by applicable law.

      The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders. The holders of Common Stock have no preemptive rights.






                                       6

<PAGE>   9


POTENTIAL ANTI-TAKEOVER EFFECT

      The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law and stock exchange policies) be issued in one
or more transactions which would make a change in control of the Company more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of Common Stock or the stock ownership and voting
rights of a person seeking to obtain control of the Company.

      The Company is not presently aware of any pending or proposed transaction
involving a change in control of the Company. While it may be deemed to have
potential anti-takeover effects, the proposed amendment to increase the
authorized Common Stock is not prompted by any specific effort or takeover
threat currently perceived by management.

REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS

      The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to approve the amendment to
the Company's Certificate of Incorporation. Both abstentions and broker
non-votes will have the same effect as votes against this proposal.

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





                                       7

<PAGE>   10


                                 PROPOSAL NO. 3

           APPROVAL OF AMENDMENT OF 1992 EMPLOYEE STOCK PURCHASE PLAN

GENERAL

         The 1992 Employee Stock Purchase Plan (the "Purchase Plan") was adopted
by the Board of Directors in November 1992 and was approved by the stockholders
in December 1992. The Purchase Plan was amended in 1997 to increase the size of
the Purchase Plan. A total of 2,410,000 shares have been reserved and are
currently available for issuance under the Purchase Plan. The Purchase Plan,
which is intended to qualify under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), permits eligible employees to purchase Common
Stock through payroll deductions at a price equal to 85% of the fair market
value of the Common Stock at the beginning or at the end of each offering
period, whichever is lower. Employees are eligible to participate after one year
of employment if they are regularly employed by the Company for at least 20
hours per week and more than five months per calendar year. As of October 21,
1999, a total of 1,940,320 shares had been purchased under the Purchase Plan.

PROPOSAL

         In October 1999, the Board of Directors adopted an amendment to
increase the aggregate number of shares reserved and currently available for
issuance under the Purchase Plan by 500,000 shares, from 469,680 to 969,680
shares. At the Annual Meeting, the stockholders are being requested to approve
this amendment.

REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS

         Affirmative votes constituting a majority of the Votes Cast will be
required to approve the amendment to the Purchase Plan.

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

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

SUMMARY OF 1992 EMPLOYEE STOCK PURCHASE PLAN

         Certain features of the Purchase Plan are outlined below.

         PURPOSE. The purpose of the Purchase Plan is to provide employees of
the Company and its subsidiary with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Purchase Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Code, as amended. The provisions of the Purchase 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.

         ADMINISTRATION. The Purchase Plan may be administered by the Board of
Directors or a committee appointed by the Board (the "Administrator") and is
currently administered by the Stock Option Committee of the Board. Every
finding, decision and determination by the Administrator shall, to the full
extent permitted by law, be final and binding upon all parties.





                                       8

<PAGE>   11


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

         OFFERING PERIODS. The Purchase Plan is implemented by consecutive six
month offering periods commencing on the first trading day on or after January 1
and July 1 of each year.

         PURCHASE PRICE. The purchase price per share of the shares offered
under the Purchase Plan in a given offering period shall be the lower of 85% of
the fair market value of the Common Stock on the enrollment date or 85% of the
fair market value of the Common Stock on the exercise date. The fair market
value of the Common Stock on a given date shall be the closing sale price of the
Common Stock for such date as reported by the New York Stock Exchange.

         PAYROLL DEDUCTIONS. The purchase price for the shares is accumulated by
payroll deductions during the offering period. The deductions may not exceed 10%
of a participant's eligible compensation, which is defined in the plan to
include all regular straight time earnings and any payments for overtime, shift
premiums, commissions, incentive compensation, incentive payments, regular
bonuses and other compensation for a given offering period. A participant may
discontinue his or her participation in the Purchase Plan at any time during the
offering period. Payroll deductions shall commence on the first payday following
the enrollment date, and shall end on the exercise date of the offering period
unless sooner terminated as provided in the Purchase Plan.

         GRANT AND EXERCISE OF OPTION. The maximum number of shares placed under
option to a participant in an offering is that number determined by dividing the
amount of the participant's total payroll deductions to be accumulated prior to
an exercise date by the lower of 85% of the fair market value of the Common
Stock at the beginning of the offering period or on the exercise date. Unless a
participant withdraws from the Purchase Plan, such participant's option for the
purchase of shares will be exercised automatically on each exercise date for the
maximum number of whole shares at the applicable price.

         Notwithstanding the foregoing, no employee will be permitted to
subscribe for shares under the Purchase Plan if, immediately after the grant of
the option, the employee would own 5% or more of the voting power or value of
all classes of stock of the Company or of any of its subsidiaries (including
stock which may be purchased under the Purchase Plan or pursuant to any other
options), nor shall any employee be granted an option which would permit the
employee to buy under all employee stock purchase plans of the Company more than
$25,000 worth of stock (determined at the fair market value of the shares at the
time the option is granted) in any calendar year.

         (a) WITHDRAWAL; TERMINATION OF EMPLOYMENT. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with the Company.
A participant may withdraw all, but not less than all, of the payroll deductions
credited to such participant's account and not yet used by giving written notice
to the Company.

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

         (c) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER,
ASSET SALE OR CHANGE OF CONTROL. Subject to any required action by the
stockholders of the Company, the shares reserved under the Purchase Plan, as
well as the price per share of Common Stock covered by each option under the
Purchase 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 





                                       9

<PAGE>   12

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. 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. In the event of a proposed sale of all or
substantially all the assets of the Company or a merger of the Company with or
into another corporation, the Purchase Plan provides that each option under the
plan be assumed or an equivalent option be substituted by the successor or
purchaser corporation, unless the Board determines to shorten the offering
period.

         (d) AMENDMENT AND TERMINATION. The Board of Directors of the Company
may at any time and for any reason terminate or amend the Purchase Plan. Except
as provided in the Purchase Plan, no such termination can affect options
previously granted, provided that an offering period may be terminated by the
Board of Directors on any exercise date if the Board determines that the
termination of the Purchase Plan is in the best interests of the Company and its
stockholders. Except as provided in the Purchase Plan, 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 of any amendment to the Purchase
Plan in such a manner and to such a degree as required.

         Unless terminated sooner, the Purchase Plan will terminate in November
2002.

FEDERAL TAX INFORMATION FOR THE PURCHASE PLAN

         The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Sections 421 and 423
of the Code. Under these provisions, no income will be taxable to a participant
until the shares purchased under the Plan are sold or otherwise disposed of.
Upon sale or other disposition of the shares, the participant will generally be
subject to tax, and the amount of the tax will depend upon the holding period.
If the shares are sold or otherwise disposed of more than two years from the
first day of the offering period, the participant will recognize ordinary income
measured as the lesser of (a) the excess of the fair market value of the shares
at the time of such sale or disposition over the purchase price, or (b) an
amount equal to 15% of the fair market value of the shares as of the first day
of the offering period. Any additional gain will be treated as long-term capital
gain. If the shares are sold or otherwise disposed of before the expiration of
this holding period, the participant will recognize ordinary income generally
measured as the excess of the fair market value of the shares on the date the
shares are purchased over the purchase price. Any additional gain or loss on
such sale or disposition will be long-term or short-term capital gain or loss,
depending on the holding period. The Company is not entitled to a deduction for
amounts taxed as ordinary income or capital gain to a participant except to the
extent of ordinary income recognized by participants upon a sale or disposition
of shares prior to the expiration of the holding period(s) described above.

         The foregoing is only a summary of the effect of federal income
taxation upon the participant and the Company with respect to the shares
purchased under the Purchase Plan. Reference should be made to the applicable
provisions of the Code. In addition, the summary does not discuss the tax
consequences of a participant's death or the income tax laws of any state or
foreign country in which the participant may reside.






                                       10

<PAGE>   13


                                 PROPOSAL NO. 4

             APPROVAL OF AMENDMENTS OF THE JABIL CIRCUIT, INC. 1992
                                STOCK OPTION PLAN

      The Jabil Circuit, Inc. 1992 Stock Option Plan (the "Option Plan") was
adopted by the Board of Directors in November 1992 and was approved by the
stockholders in December 1992. The Option Plan was amended in 1995, 1996 and
1998 to increase the size of the Option Plan. As of October 21, 1999, a total of
5,892,472 shares are reserved for issuance under the Option Plan. The Option
Plan provides for the granting to employees (including employee officers and
directors) of the Company of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended ("the Code"), and
for the granting of nonstatutory stock options and stock purchase rights to
employees and consultants (including non-employee directors) of the Company. The
Option Plan also permits the Company to grant stock purchase rights to purchase
Common Stock either alone, in addition to, or in tandem with, other awards
granted under the Option Plan and/or cash awards made outside of the Option
Plan. To date no stock purchase rights have been granted under the Option Plan.

PROPOSAL

      In October 1999, the Board of Directors adopted an amendment to the Option
Plan, subject to stockholder approval. The amendment to the Option Plan provides
for an increase in the aggregate number of shares reserved for issuance under
the Option Plan from the 5,892,472 shares reserved on October 21, 1999 to
9,392,472 shares (the "Reserved Share Amendment"). As of the date of the
approval by the Board of Directors of the Reserve Share Amendment, October 21,
1999, options to purchase a total of 2,985,157 shares were outstanding under the
Option Plan, and 2,907,315 shares remained available for future grants. Since
that date, the Stock Option Committee has granted options to purchase an
additional ____________ shares.

      The Reserved Share Amendment is proposed in order to give the Board of
Directors flexibility to grant stock options under the Option Plan. The Company
believes that grants of stock options motivate high levels of performance and
provide an effective means of recognizing employee contributions to the success
of the Company. Moreover, option grants align the interests of the employees
with the interests of the stockholders. When the Company performs well,
employees are rewarded along with other stockholders. The Company believes that
option grants are of great value in recruiting and retaining highly qualified
technical and other key personnel who are in great demand. The Board of
Directors believes that the ability to grant options will be important to the
future success of the Company by allowing it to remain competitive in attracting
and retaining such key personnel.

      In connection with the Company's acquisition by merger of GET
Manufacturing, Inc. ("GET") and its subsidiaries, the Company issued options to
purchase approximately 611,543 shares of common stock under the Option Plan,
rather than reserve an equivalent number of shares of common stock to be issued
under GET's stock option plan that existed at the time of the acquisition of
GET.

REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS

      Affirmative votes constituting a majority of the Votes Cast will be
required to approve the amendments to the Option Plan.

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

SUMMARY DESCRIPTION OF OPTION PLAN

      The following is a description of certain features and effects of the
Option Plan.

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





                                       11

<PAGE>   14


      ADMINISTRATION. The Option Plan may be administered by the Board of
Directors or one or more committees of the Board (the "Administrator"), at least
one of which committees is required to be constituted to comply with Rule 16b-3
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
applicable laws. Subject to the other provisions of the Option Plan, the
Administrator has the power to determine the terms of any options and stock
purchase rights granted, including the exercise price, the number of shares
subject to the option or stock purchase right and the exercisability thereof.
The Option Plan is currently administered by two separate Stock Option
Committees of the Board. One committee administers the Option Plan as to
individuals who are neither officers nor directors of the Company, while the
other committee may administer the Option Plan as to all individuals.

      ELIGIBILITY. The Option Plan provides that the Administrator may grant
nonstatutory stock options and stock purchase rights to employees and
consultants, including non-employee directors. The Administrator may grant
incentive stock options only to employees. An optionee who has received a grant
of an option or a stock purchase right may, if he is otherwise eligible, receive
additional option or stock purchase right grants. With respect to any optionee
who owns stock possessing 10% or more of the voting power of all classes of
stock of the Company (a "10% Stockholder"), the exercise price of any incentive
stock option granted to such optionee must equal at least 110% of the fair
market value on the grant date and the maximum term of the option must not
exceed five years. The term of all other options granted under the Option Plan
may not exceed ten years. The Administrator selects the optionees and determines
the number of shares of Common Stock to be subject to each option. In making
such determination, the Administrator shall take into account the duties and
responsibilities of the employee or consultant, the value of his services, his
potential contribution to the success of the Company, the anticipated number of
years of future service and other relevant factors. The Administrator shall not
grant to any employee in any fiscal year of the Company options to purchase more
than 1,765,040 shares of Common Stock.

      TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Option Plan
is evidenced by a written stock option agreement between the optionee and the
Company and is subject to the following terms and conditions:

         (a) EXERCISE PRICE. The Administrator determines the exercise price of
      options to purchase shares of Common Stock at the time the options are
      granted. However, the exercise price of an incentive stock option must not
      be less than 100% (110% if issued to a 10% Stockholder) of the fair market
      value of the Common Stock on the date the option is granted. For so long
      as the Company's Common Stock is traded on the NYSE, the fair market value
      of a share of Common Stock shall be the closing sales price for such stock
      (or the closing bid if no sales were reported) as quoted on such system on
      the last market trading day prior to the date of determination of such
      fair market value.

         (b) EXERCISE OF THE OPTION. Each stock option agreement specifies the
      term of the option and the date when the option is to become exercisable.
      The terms of such vesting are determined by the Administrator. An option
      is exercised by giving written notice of exercise to the Company,
      specifying the number of full shares of Common Stock to be purchased and
      by tendering full payment of the purchase price to the Company.

         (c) FORM OF CONSIDERATION. The consideration to be paid for the shares
      of Common Stock issued upon exercise of an option is determined by the
      Administrator and set forth in the option agreement. Such form of
      consideration may vary for each option, and may consist entirely of cash,
      check, promissory note, other shares of the Company's Common Stock, any
      combination thereof, or any other legally permissible form of
      consideration as may be provided in the option agreement.

         (d) TERMINATION OF EMPLOYMENT. In the event an optionee's continuous
      status as an employee or consultant terminates for any reason (other than
      upon the optionee's death or disability), the optionee may exercise his
      option, but only within such period of time not to exceed 12 months from
      the date of such termination as is determined by the Administrator (with
      such determination being made at the time of grant and not exceeding 90
      days in the case of an incentive stock option) and only to the extent that
      the optionee was entitled to exercise it at the date of such termination
      (but in no event may the option be exercised later than the expiration of
      the term of such option as set forth in the option agreement).

         (e) DISABILITY. In the event an optionee's continuous status as an
      employee or consultant terminates as a result of permanent and total
      disability (as defined in Section 22(e)(3) of the Code), the optionee may
      exercise his option, but only within 12 months from the date of such
      termination, and only to the extent that the optionee was entitled to
      exercise it at the date of such termination (but in no event may the
      option be exercised later than the expiration of the term of such option
      as set forth in the option agreement).





                                       12

<PAGE>   15

         (f) DEATH. In the event of an optionee's death, the optionee's estate
      or a person who acquired the right to exercise the deceased optionee's
      option by bequest or inheritance may exercise the option, but only within
      12 months following the date of death, and only to the extent that the
      optionee was entitled to exercise it at the date of death (but in no event
      may the option be exercised later than the expiration of the term of such
      option as set forth in the option agreement).

         (g) TERMINATION OF OPTIONS. Excluding options issued to 10%
      Stockholders, options granted under the Option Plan expire 10 years from
      the date of grant. No option may be exercised by any person after the
      expiration of its term.

         (h) NONTRANSFERABILITY OF OPTIONS. An option is not transferable by the
      optionee, other than by will or the laws of descent and distribution, and
      is exercisable during the optionee's lifetime only by the optionee. In the
      event of the optionee's death, options may be exercised by a person who
      acquires the right to exercise the option by bequest or inheritance.

         (i) VALUE LIMITATION. If the aggregate fair market value of all shares
      of Common Stock subject to an optionee's incentive stock option which are
      exercisable for the first time during any calendar year exceeds $100,000,
      the excess options shall be treated as nonstatutory options.

         (j) OTHER PROVISIONS. The stock option agreement may contain such other
      terms, provisions and conditions not inconsistent with the Option Plan as
      may be determined by the Administrator. Shares covered by options which
      have terminated and which were not exercised prior to termination will be
      returned to the Option Plan.

      TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS. Each grant of stock
purchase rights under the Option Plan is evidenced by a restricted stock
purchase agreement between the rightholder and the Company and is subject to the
following terms and conditions.

         (a) RIGHTS TO PURCHASE. The Option Plan permits the Company to grant
      rights to purchase Common Stock of the Company either alone, in addition
      to, or in tandem with other awards granted under the Option Plan and/or
      cash awards made outside of the Option Plan. Upon the granting of a stock
      purchase right under the Option Plan, the offeree is advised in writing of
      the terms, conditions and restrictions related to the offer, including the
      number of shares of Common Stock that the offeree shall be entitled to
      purchase, the price to be paid (which price shall not be less than 50% of
      the fair market value of the shares as of the date of the offer), and the
      time within which the offeree must accept such offer, which may not exceed
      six months from the date upon which the Administrator made the
      determination to grant the stock purchase right. The offer must be
      accepted by the execution of a restricted stock purchase agreement between
      the Company and the offeree.

         (b) REPURCHASE OPTION. Unless the Administrator determines otherwise,
      the restricted stock purchase agreement grants the Company a repurchase
      option exercisable upon the voluntary or involuntary termination of the
      purchaser's employment with the Company for any reason (including death or
      disability). The purchase price for shares repurchased pursuant to the
      restricted stock purchase agreement is the original price paid by the
      purchaser and may be paid by cancellation of any indebtedness of the
      purchaser to the Company. The repurchase option lapses at a rate
      determined by the Administrator.

         (c) OTHER PROVISIONS. The restricted stock purchase agreement may also
      contain such other terms, provisions and conditions not inconsistent with
      the Option Plan as may be determined by the Administrator in its sole
      discretion.

         (d) RIGHTS AS A STOCKHOLDER. Once the stock purchase right is
      exercised, the purchaser has all the rights of a stockholder of the
      Company.

         (e) NONTRANSFERABILITY OF STOCK PURCHASE RIGHTS. A stock purchase right
      is nontransferable by the rightholder, other than by will or the laws of
      descent and distribution, and is exercisable during the rightholder's
      lifetime only by the rightholder. In the event of the rightholder's death,
      the stock purchase right may be exercised by a person who acquires the
      right to exercise the stock purchase rights by bequest or inheritance.





                                       13

<PAGE>   16


         (f) ADJUSTMENT UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.
      In the event of changes in the outstanding stock of the Company by reason
      of any stock splits, reverse stock splits, stock dividends, mergers,
      recapitalizations or other change in the capital structure of the Company,
      an appropriate adjustment shall be made by the Board of Directors in: (i)
      the number of shares of Common Stock subject to the Option Plan, (ii) the
      number and class of shares of Common Stock subject to any option or stock
      purchase right outstanding under the Option Plan, and (iii) the exercise
      price of any such outstanding option or stock purchase right. The
      determination of the Board of Directors as to which adjustments shall be
      made shall be conclusive. In the event of a proposed dissolution or
      liquidation of the Company, all outstanding options and stock purchase
      rights will terminate immediately prior to the consummation of such
      proposed action, unless otherwise provided by the Board of Directors. The
      Board may, in the exercise of its sole discretion in such instances,
      declare that any option and stock purchase right shall terminate as of a
      date fixed by the Board and give each optionee or rightholder the right to
      exercise his option or stock purchase right as to all or any part of the
      optioned or restricted stock, including shares as to which the option or
      stock purchase right would not otherwise be exercisable.

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

         (g) AMENDMENT AND TERMINATION OF THE OPTION PLAN. The Board may at
      anytime amend, alter, suspend or terminate the Option Plan. The Company
      shall obtain stockholder approval of any amendment to the Option Plan in
      such a manner and to such a degree as is necessary and desirable to comply
      with Rule 16b-3 of the Exchange Act or Section 422 of the Code (or any
      other applicable law or regulation, including the requirements of any
      exchange or quotation system on which the Common Stock is listed or
      quoted). Any amendment or termination of the Option Plan shall not affect
      options or stock purchase rights already granted and such options or stock
      purchase rights shall remain in full force and effect as if the Option
      Plan had not been amended or terminated, unless mutually agreed otherwise
      between the optionee or rightholder and the Company, which agreement must
      be in writing and signed by the optionee or rightholder and the Company.
      In any event, the Option Plan shall terminate in November 2002. Any
      options or stock purchase rights outstanding under the Option Plan at the
      time of its termination shall remain outstanding until they expire by
      their terms.

FEDERAL TAX INFORMATION

      Pursuant to the Option Plan, the Company may grant either "incentive stock
options," as defined in Section 422 of the Code, nonstatutory options or stock
purchase rights.

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




                                       14

<PAGE>   17

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

      Stock purchase rights will generally be taxed in the same manner as
nonstatutory stock options. However, restricted stock is usually purchased upon
exercise of a stock purchase right. At the time of purchase, restricted stock is
subject to a "substantial risk of forfeiture" within the meaning of Section 83
of the Code. As a result, the purchaser will not recognize ordinary income at
the time of purchase. Instead, the purchaser will recognize ordinary income on
the dates when the shares cease to be subject to substantial risk of forfeiture.
The shares will generally cease to be subject to a substantial risk of
forfeiture when they are no longer subject to the Company's right to repurchase
the stock at the original purchase price upon the purchaser's termination of
employment with the Company (i.e., as the shares "vest"). At such times, the
purchaser will recognize the ordinary income measured as the difference between
the purchase price and the fair market value of the stock on the date of
vesting. However, a purchaser may accelerate to the date of purchase his
recognition of ordinary income, if any, and the beginning of any capital gain
holding period, by timely filing an election pursuant to Section 83(b) of the
Code. In such event, the ordinary income recognized, if any, would be equal to
the difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period would commence on
the purchase date. The ordinary income recognized by a purchaser who is an
employee will be treated as wages and will be subject to tax withholding by the
Company. Generally, the Company will be entitled to a tax deduction in the
amount and at the time the purchaser recognizes ordinary income. Different rules
may apply in the case of corporate insiders.

      The foregoing is only a summary of the effect of federal income taxation
upon the optionee or rightholder and the Company with respect to the grant and
exercise of options and stock purchase rights under the Option Plan, does not
purport to be complete, and does not discuss the tax consequences of the
optionee's death or the income tax laws of any municipality, state or foreign
country in which an optionee may reside.





                                       15

<PAGE>   18


                                 PROPOSAL NO. 5

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

      The Board of Directors has selected KPMG LLP to audit the financial
statements of the Company for the fiscal year ending August 31, 2000. KPMG LLP
(or its predecessor firm) has audited the Company's financial statements since
the fiscal year ended August 31, 1984. A representative of KPMG LLP is expected
to be present at the Annual Meeting, will have the opportunity to make a
statement, and is expected to be available to respond to appropriate questions.

REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS

      Ratification of the appointment of the Company's independent auditors
requires the affirmative vote of a majority of the Votes Cast. In the event that
the stockholders do not approve the selection of KPMG LLP, the appointment of
the independent auditors will be reconsidered by the Board of Directors.

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











                                       16

<PAGE>   19


                                OTHER INFORMATION

SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

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



<TABLE>
<CAPTION>
                                                                               Number of                 Percent of
Directors, Named Officers and Principal Stockholders                            Shares                     Total
----------------------------------------------------                           ---------                 ----------
<S>                                                                            <C>                       <C>
Principal Stockholders:
William D. Morean(1)(2)........................................                 20,899,910                 ______
  c/o Jabil Circuit, Inc.
  10560-9th Street North
  St. Petersburg, Florida 33716

Audrey M. Petersen(1)(3).......................................                 14,438,688                 ______
  c/o Jabil Circuit, Inc.
  10560-9th Street North
  St. Petersburg, Florida 33716

Putnam Investments, Inc.(4)....................................                  8,393,008                 ______
  One Post Office Square
  Boston, Massachusetts 02109

Directors(5):
Thomas A. Sansone(6)...........................................                  3,459,056                 ______
Timothy L. Main(7).............................................                    161,870                      *
Lawrence J. Murphy(8)..........................................                     97,134                      *
Mel S. Lavitt(9)...............................................                    111,560                      *
Steven A. Raymund(10)..........................................                     40,160                      *
Frank A. Newman(11)............................................                     11,760                      *

Named Officers(5):
Wesley B. Edwards(12)..........................................                    182,385                      *
Ronald J. Rapp(13).............................................                     38,024                      *
All current directors and executive officers as a group                                    
  (22 persons)(14).............................................                 25,569,336                 ______


</TABLE>


-------------------
*     Less than one percent.

(1)   Includes 11,411,000 shares held by the William E. Morean Residual Trust,
      as to which Mr. Morean and Ms. Audrey Petersen (Mr. Morean's mother) share
      voting and dispositive power as members of the Management Committee
      created under the Trust. Ms. Petersen is also a co-trustee of the Trust.

(2)   Includes (i) 9,268,750 shares held of record by Cheyenne Holdings Limited
      Partnership, a Nevada limited partnership, of which Morean Management
      Company is the sole general partner, as to which Mr. Morean has sole
      voting and dispositive power, (ii) 200,000 shares held of record by
      Eagle's Wing Foundation, a private charitable foundation of which Mr.
      Morean is a director and with respect to which Mr. Morean may be deemed to
      have shared voting and dispositive power, and (iii) 20,160 shares subject
      to options held by Mr. Morean that are exercisable within 60 days of the
      Record Date.

(3)   Includes (i) 3,027,688 shares held by Morean Limited Partnership, a North
      Carolina limited partnership, of 



                                       17

<PAGE>   20

      which Morean-Petersen, Inc. is the sole general partner, as to which Ms.
      Petersen has shared voting and dispositive power; Ms. Petersen is the
      President of Morean-Petersen, Inc., and (ii) 11,411,000 shares held by the
      William E. Morean Residual Trust.
(4)   We obtained information about shares owned by PI from a Schedule 13F filed
      by PI with the SEC as of July 9, 1999. As reported in PI's earlier
      Schedule 13G's, securities reported as being beneficially owned by PI
      consist of securities beneficially owned by subsidiaries of PI, which in
      turn include securities beneficially owned by clients of such
      subsidiaries. PI, which is a wholly-owned subsidiary of Marsh & McLennan
      Companies, Inc., wholly owns two other subsidiaries, Putnam Management and
      Putnam Advisory. Both subsidiaries have dispositive power over the shares
      as investment managers, but each of the mutual funds' trustees have voting
      power over the shares held by each fund, and Putnam Advisory has shared
      voting power over the shares held by institutional clients of the fund.
      The Schedule 13G includes a disclaimer that the filing is not an admission
      that they are, for the purposes of Section 13(d) and 13(g), the beneficial
      owner of any securities covered by the Schedule 13G, and that neither of
      them has any power to vote or dispose of, or direct the voting or
      disposition of, any of the securities covered by the Schedule 13G.
(5)   Mr. Morean is a Director and Named Officer of the Company in addition to
      being a Principal Stockholder. 
(6)   Includes (i) 505,000 shares held by TASAN Limited Partnership, a Nevada
      limited partnership, of which TAS Management, Inc. is the sole general
      partner, as to which Mr. Sansone has sole voting and dispositive power;
      Mr. Sansone is President of TAS Management, Inc.; (ii) 377,000 shares held
      by Life's Requite, Inc., a private charitable foundation of which Mr.
      Sansone is a director and as to which Mr. Sansone may be deemed to have
      shared voting and dispositive power, and (iii) 2,577,056 shares subject to
      options held by Mr. Sansone that are exercisable within 60 days of the
      Record Date.
(7)   Includes 64,740 shares subject to options held by Mr. Main that are
      exercisable within 60 days of the Record Date.
(8)   Includes 89,134 shares subject to options held by Mr. Murphy that are
      exercisable within 60 days of the Record Date.
(9)   Includes 106,560 shares subject to options held by Mr. Lavitt that are
      exercisable within 60 days of the Record Date.
(10)  Includes 3,840 shares subject to options held by Mr. Raymund that are
      exercisable within 60 days of the Record Date.
(11)  Represents shares subject to options held by Mr. Newman that are
      exercisable within 60 days of the Record Date.
(12)  Includes 124,426 shares subject to options held by Mr. Edwards that are
      exercisable within 60 days of the Record Date.
(13)  Includes 18,024 shares subject to options held by Mr. Rapp that are
      exercisable within 60 days of the Record Date.
(14)  Includes 3,361,556 shares subject to options held by 18 executive officers
      and four non-employee directors that are exercisable within 60 days of the
      Record Date.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based solely on its review of the copies of such forms received by the Company
from certain reporting persons, the Company believes that, during the fiscal
year ended August 31, 1998, all Section 16(a) filing requirements applicable to
its officers, directors and ten percent stockholders were complied with.





                                       18

<PAGE>   21


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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



















                                       19

<PAGE>   22


                         EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table shows, as to (i) the Chief Executive Officer, and (ii)
each of the four other most highly compensated executive officers (a) whose
salary plus bonus exceeded $100,000 during the last fiscal year, and (b) who
served as executive officers at fiscal year end, in addition to any individuals
who were not serving as executive officers at fiscal year end but who, if they
had been, would have been included among the four most highly compensated
executive officers (collectively the "Named Officers"), information concerning
compensation paid for services to the Company in all capacities during the three
fiscal years ended August 31, 1999:


<TABLE>
<CAPTION>
                                                                ANNUAL COMPENSATION(1)                            
                                            FISCAL       --------------------------------             ALL OTHER
NAME AND PRINCIPAL POSITION                  YEAR          SALARY($)           BONUS($)           COMPENSATION($)(2) 
---------------------------                 ------       -----------        ------------          -------------------
<S>                                          <C>         <C>                <C>                     <C>      
William D. Morean.......................     1999        $   424,424        $   325,000             $  48,722
  Chairman of the Board and                  1998            369,231            300,000                49,532
  Chief Executive Officer                    1997            284,616            340,736                62,299

Thomas A. Sansone.......................     1999           424.424             325,000                48,722
  Vice Chairman of Board of Directors        1998            369,231            300,000                41,206
                                             1997            284,616            217,054                62,269

Ronald J. Rapp..........................     1999           274,423            139,537                 28,406
  Vice President,                            1998            234,616            150,000                33,831
  Operational Development                    1997            189,231            150,364                30,528

Timothy L. Main.........................     1999           298,846            151,557                 33,329
  President and Director                     1998            234,616            100,000                29,294
                                             1997            189,000            125,000                26,489

Wesley B. Edwards.......................     1999           248,846            139,537                 25,835
  Senior Vice President,                     1998            184,616            100,000                28,845
  Operations                                 1997            145,385            130,242                20,479


</TABLE>


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

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

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





                                       20

<PAGE>   23


OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth information as to stock options granted
to all Named Officers during the fiscal year ended August 31, 1999. These
options were granted under our 1992 Stock Option Plan and, unless otherwise
indicated, provide for vesting as to 12% of the underlying common stock six
months after the date of grant, then 2% per month thereafter. Options were
granted at an exercise price equal to 100% of the fair market value of our
common stock on the date of grant. The amounts under "Potential Realizable Value
at Assumed Annual Rate of Stock Appreciation for Option Term" represent the
hypothetical gains of the options granted based on assumed annual compound stock
appreciation rates of 5% and 10% over their exercise price for the full ten-year
term of the options. The assumed rates of appreciation are mandated by the rules
of the Securities and Exchange Commission and do not represent our estimate or
projection of future common stock prices.


<TABLE>
<CAPTION>
                                                                                            Potential Realizable 
                                            Percent                                           Value at Assumed   
                          Number of          Total                                          Annual Rate of Stock 
                         Securities         Options                                        Price Appreciation for
                         Underlying       Granted to        Exercise                            Option Term ($)  
                           Options       Employees in      Price Per      Expiration    ----------------------------
         Name             Granted(#)      Fiscal Year        Share            Date            5%               10%
         ----           -------------  -----------------  ------------  --------------  ------------       ---------
<S>                         <C>              <C>          <C>              <C>          <C>              <C>        
Morean, William D.          63,000           3.70%            11.75        09/01/2008       465,539        1,179,768

Sansone, Thomas A.          50,800           2.98%            11.75        09/01/2008       375,387          951,305

Rapp, Ronald J.             39,400           2.31%            11.75        09/01/2008       291,147          737,823
                            20,000           1.17%            24.41        11/17/2008       306,906          777,873

Main, Timothy L.           120,000           7.05%            24.41        11/17/2008     1,841,435        4,667,239
                           100,000           5.87%            31.50        02/08/2009     1,981,018        5,020,288
                            32,000           1.88%            11.75        09/01/2008       236,464          599,247

Edwards, Wesley B.          31,800           1.87%        $   11.75        09/01/2008   $   234,986      $   595,502
                            60,000           3.52%            24.41        11/17/2008       920,717        2,333,619


</TABLE>



OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES

      The following table sets forth certain information concerning the exercise
of options during the fiscal year ended August 31, 1999, and the aggregate value
of unexercised options at August 31, 1999, for each of the Named Officers. The
Company does not have any outstanding stock appreciation rights.

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

                                                          
                                                          

<TABLE>
<CAPTION>
                                                            Number of Securities                                  
                                                           Underlying Unexercised         Value of Unexercised    
                                                                 Options at              In-The-Money Options at  
                              Shares                         August 31, 1999(#)           August 31, 1999($)(2)   
                            Acquired on       Value      --------------------------   --------------------------- 
Name                        Exercise(#)  Realized($)(1)  Exercisable  Unexercisable   Exercisable   Unexercisable
----                        -----------  --------------  -----------  -------------   -----------   -------------
<S>                           <C>         <C>               <C>           <C>           <C>            <C>      
                                                       
William D. Morean.......           -                         13,860       49,140     $    458,246     $1,624,691
Thomas A. Sansone.......           -                      2,571,975       39,625      114,011,375      1,310,102
Ronald J. Rapp..........           -                         12,417       46,983          363,062      1,347,650
Timothy L. Main.........                                     41,539      210,461          851,533      3,986,017
Wesley B. Edwards.......      50,000      $1,820,000        116,245       73,555        4,723,555      1,814,737

</TABLE>


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


(1)   The closing price for Jabil's common stock as reported through the NYSE on
      August 31, 1999 was $44.8125. "Value Realized" is calculated on the basis
      of the difference between the option exercise price and $44.8125
      multiplied by the number of shares of Common Stock to which the exercise
      relates.





                                       21

<PAGE>   24


(2)   These values, unlike the amounts set forth in the column entitled "Value
      Realized," have not been, and may never be, realized and are based on the
      positive spread between the respective exercise prices of outstanding
      options and the closing price of the Company's Common Stock on August 31,
      1999, the last day of trading for fiscal 1999.

                              CERTAIN TRANSACTIONS

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

      Mr. Murphy is currently working for the Company as a consultant on a
part-time basis. In exchange for providing the Company with consulting services,
Mr. Murphy received $150,000 during fiscal year 1999, and was granted an option
during fiscal year 1999 to purchase 30,000 shares of the Company's Common Stock.






                                       22

<PAGE>   25


                      REPORT OF THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS

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

      COMPENSATION PHILOSOPHY: The Committee has approved principals for the
management compensation program which:

      o     encourage the development and the achievement of strategic
            objectives that enhance long-term stockholder value,
      o     attract, retain and motivate key personnel who contribute to
            long-term success of the Company, and 
      o     provide a compensation package that recognizes individual
            contributions and Company performance.

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

      COMPONENTS OF COMPENSATION:

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

      o    BONUSES. Bonuses for executive officers are intended to reflect the
           Company's belief that a significant portion of the annual
           compensation of the executive should be contingent upon the
           performance of the Company, as well as the individual's contribution.
           Bonuses are paid on an annual or quarterly basis and are based on
           qualitative and subjective factors, including the pre-tax
           profitability of the Company, business development, operational
           performance, earnings per share and other measures of performance
           appropriate to the officer compensated.

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





                                       23

<PAGE>   26


      CHIEF EXECUTIVE OFFICER AND PRESIDENT COMPENSATION: The base salaries of
Messrs. Morean and Main were increased to be competitive with the average
salaries of comparable executives at technology companies of similar size, based
on the findings of the Mercer report, and to reflect the overall operating
performance of the Company during fiscal year 1999. The Compensation Committee
also awarded bonuses to Messrs. Morean and Main based upon certain subjective
factors and the overall operating performance of the Company during fiscal year
1999.

      IRS LIMITS ON DEDUCTIBILITY OF COMPENSATION: Section 162(m) of the
Internal Revenue Code of 1986, as amended, with certain exceptions, limits the
Company's tax deduction for compensation paid to Named Executives to $1,000,000
per covered executive year. The Company expects no adverse tax consequences
under Section 162(m) for fiscal year 1999.

                                            By the Compensation Committee



                                            FRANK A. NEWMAN
                                            STEVEN A. RAYMUND













                                       24

<PAGE>   27


                      COMPANY STOCK PRICE PERFORMANCE GRAPH

      The following Performance Graph shows a comparison of cumulative total
stockholder return for the Company, the NYSE stock market - US Companies and the
stock market - Computer manufacturers for the 1999 fiscal year. Note that
historic stock price performance is not necessarily indicative of future price
performance.

                         [STOCK PRICE PERFORMANCE GRAPH]



<TABLE>
<CAPTION>
INDEX                                08/31/1994   08/31/1995   08/31/1996    08/31/1997   08/31/1998   08/31/1999
-----                                ----------   ----------   ----------    ----------   ----------   ----------

<S>                                       <C>          <C>          <C>          <C>           <C>         <C>   
Jabil Circuit, Inc.                       100.0        200.0        181.5        1755.6        696.3       2655.6
NYSE Stock Market (US Companies)          100.0        119.5        141.5         193.5        202.6        263.1
Nasdaq    Computer    Manufacturers       100.0        175.5        208.7         331.8        403.1        931.3
Stocks


</TABLE>










                                       25

<PAGE>   28


                                  OTHER MATTERS

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

      It is important that your shares be represented at the Annual Meeting,
regardless of the number of shares that you hold. You are, therefore, urged to
mark, date, execute and return, at your earliest convenience, the accompanying
proxy card in the enclosed envelope.

                                                     THE BOARD OF DIRECTORS

St. Petersburg, Florida
November 22, 1999








                                       26

<PAGE>   29


                                   DETACH HERE




                               JABIL CIRCUIT, INC.

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

      The undersigned hereby appoints ROBERT L. PAVER and CHRIS A. LEWIS, or
either of them, each with power of substitution and revocation, as the proxy or
proxies of the undersigned to represent the undersigned and vote all shares of
the Common Stock of Jabil Circuit, Inc., that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of Jabil
Circuit, Inc., to be held at The Vinoy Country Club, Sunset Ballroom, 600 Snell
Isle Boulevard, St. Petersburg, Florida 33704, on Thursday, January 13, 2000, at
10:00 a.m. and at any adjournments thereof, upon the matters set forth on the
reverse side and more fully described in the Notice and Proxy Statement for said
Annual Meeting and in their discretion upon all other matters that may properly
come before said Annual Meeting.



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


                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE



<PAGE>   30


                                   DETACH HERE

      PLEASE MARK
[X]   VOTES AS IN
      THIS EXAMPLE.

      THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
      CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR ALL
      LISTED NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3, 4 AND 5, AND AS THE
      PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
      BEFORE THE ANNUAL MEETING.


<TABLE>
<S>                                                         <C>
1.    Election of Directors                                                                FOR     AGAINST  ABSTAIN
                                                                                         ---------------------------
NOMINEES:        William D. Morean, Thomas A. Sansone,      2.  To approve an amendment    [  ]      [  ]     [  ]
                 Timothy L. Main, Lawrence J. Murphy,           to the Company's
                 Mel S. Lavitt, Steven A. Raymund               Certificate
                 and Frank A. Newman                            of Incorporation to
                                                                increase
                FOR               WITHHELD                      the number of
            [ ] ALL          [  ] FROM ALL                      authorized shares
                NOMINEES          NOMINEES                      of Common Stock from
                                                                120,000,000 to
 [ ]__________________________________________________          250,000,000
For all nominees except as noted on the line above              and the number of
                                                                authorized
                                                                shares of Preferred
                                                                Stock from 1,000,000 to
                                                                10,000,000.

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

                                                            3.  To approve an amendment    [  ]      [  ]     [  ]
                                                                to the Company's 1992
                                                                Employee Stock Purchase 
                                                                Plan to increase
                                                                by 500,000 the number
                                                                of shares reserved for
                                                                issuance thereunder.

                                                            4.  To approve an amendment    [  ]      [  ]     [  ]
                                                                to the Jabil Circuit,
                                                                Inc. 1992 Stock Option
                                                                Plan to (i) increase
                                                                the shares reserved for
                                                                issuance under the plan
                                                                from 5,892,472 as of
                                                                October 21, 1999 to
                                                                9,392,472 shares.

                                                            5.  To ratify the selection
                                                                of KPMG LLP as independent
                                                                auditors for the Company

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

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

                                               MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT                  [  ]

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

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


DATED:                              1999
      ------------------------------ 

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


                                                  ---------------------------------------------
                                                  Signature if held jointly

TPA1 #966529 v7




</TABLE>