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                                 UNITED STATES
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement.
     RULE 14a-6(e)(2)).
[X]  Definitive Proxy Statement.
[ ]  Definitive Additional Materials.
[ ]  Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12

                                  Plexus Corp.
                (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)(4) and 0-11.

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


     2) Aggregate number of securities to which transaction applies:


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


     4) Proposed maximum aggregate value of transaction:


     5) Total fee paid:


[ ]  Fee paid previously with preliminary materials.

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

     1) Amount Previously Paid:


     2) Form, Schedule or Registration Statement No.:


     3) Filing Party:


     4) Date Filed:


SEC 1913 (11-01)

                                  PLEXUS CORP.
                             55 JEWELERS PARK DRIVE
                                  P.O. BOX 156
                          NEENAH, WISCONSIN 54957-0156

                            NOTICE OF ANNUAL MEETING
                                 OF SHAREHOLDERS
                              ON FEBRUARY 12, 2003

To the Shareholders of Plexus Corp.:

         Plexus Corp. will hold the annual meeting of its shareholders in the KC
Theater at the Fox Cities Performing Arts Center, located at 400 West College
Avenue, Appleton, Wisconsin, on Wednesday, February 12, 2003 at 10:00 a.m., for
the following purposes:

         (1)      To elect seven directors to serve until the next annual
                  meeting and until their successors have been duly elected.

         (2)      To transact such other business as may properly come before
                  the meeting or any adjournment thereof.

         Plexus' shareholders of record on its books at the close of business on
December 9, 2002 will be entitled to vote at the meeting or any adjournment of
the meeting.

         We call your attention to the proxy statement accompanying this notice
for a more complete statement about the matters to be acted upon at the meeting.

                                   By order of the board of directors

                                   /s/ Joseph D. Kaufman

                                   Joseph D. Kaufman
                                   Senior Vice President, Secretary and
                                   Chief Legal Officer

Neenah, Wisconsin
December 20, 2002


         Plexus shareholders who own their shares in "street name" through their
brokerage accounts may also communicate their vote to the brokerage firm and its
service provider electronically or by telephone. If you wish to do so, you can
link to instructions at, or you may also follow any
instructions provided by the brokers with their separate voting form.


                                  PLEXUS CORP.
                             55 JEWELERS PARK DRIVE
                                  P.O. BOX 156
                          NEENAH, WISCONSIN 54957-0156

                                  * * * * * * *

                             SOLICITATION AND VOTING

         The board of directors of Plexus Corp. is soliciting proxies for the
annual meeting of shareholders on Wednesday, February 12, 2003 and is furnishing
this proxy statement in connection with that solicitation. Shares which are
represented by properly executed proxies received by Plexus will be voted at the
meeting and any adjournment thereof in accordance with the terms of such
proxies, unless revoked. Proxies may be revoked at any time prior to the voting
thereof either by written notice filed with the secretary or acting secretary of
the meeting or by oral notice to the presiding officer during the meeting.

         Shareholders of record at the close of business on December 9, 2002
will be entitled to one vote on each matter presented for each share so held. At
that date there were 42,127,947 shares of Plexus common stock outstanding. Any
shareholder entitled to vote may vote either in person or by duly authorized
proxy. Representation of a majority of the outstanding shares will constitute a
quorum at the meeting. Abstentions and shares which are the subject of broker
non-votes will be counted for the purpose of determining whether a quorum exists
at the meeting. Shares represented at a meeting for any purpose are counted in
the quorum for all matters to be considered at the meeting. The voted proxies
will be tabulated by the persons appointed as inspectors of election.

         Directors are elected by a plurality of the votes cast by the holders
of Plexus common stock entitled to vote at the election at a meeting at which a
quorum is present. "Plurality" means that the individuals who receive the
highest number of votes are elected as directors, up to the number of directors
to be chosen at the meeting. Any votes attempted to be cast "against" a
candidate are not given legal effect and are not counted as votes cast in the
election of directors. Therefore, any shares which are not voted, whether by
withheld authority, broker non-vote or otherwise, have no effect in the election
of directors except to the extent that the failure to vote for any individual
results in another individual receiving a relatively larger number of votes.

         Shareholders who own shares as part of Plexus' 401(k) Savings Plan
and/or the Plexus Employee Stock Purchase Plan will receive a separate proxy for
the purpose of voting their shares held in each account. Shares held by the
Savings Plan for which designations are not received will be voted by the
Savings Plan's trustee at its discretion, as provided in the Savings Plan.
Shares held in accounts under the Purchase Plan will only be voted if
designations are received.

         Plexus will pay the expenses in connection with the solicitation of
proxies. Upon request, Plexus will reimburse brokers, dealers, banks and voting
trustees, or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. Solicitation of proxies will be
principally by mail. Proxies may also be solicited in person, or by telephone,
telegraph or fax, by officers and regular employees of Plexus who will not be
separately compensated for those services.

         This proxy material is being mailed to Plexus shareholders commencing
on or about December 27, 2002.


                              OWNERS AND MANAGEMENT

         The following table presents certain information as of December 9, 2002
regarding the beneficial ownership of the Plexus common stock held by each
director or nominee for director, each executive officer appearing in the
Summary Compensation Table, all directors and executive officers as a group, and
each known 5%-or-greater shareholder of Plexus.

                                                        SHARES           PERCENTAGE
                                                     BENEFICIALLY         OF SHARES
                   NAME                                OWNED (1)         OUTSTANDING
                   ----                                ---------         -----------
          Stephen P. Cortinovis                                0              *
          David J. Drury                                  11,000              *
          Dean A. Foate                                  188,239              *
          Harold R. Miller                               218,201              *
          John L. Nussbaum                               356,759              *
          Thomas J. Prosser                               73,287              *
          Charles M. Strother                              5,000              *
          Jan K. VerHagen                                 13,000              *

          Paul L. Ehlers                                  90,115              *
          J. Robert Kronser                               93,757              *
          Thomas B. Sabol                                100,605              *
          Michael T. Verstegen                            95,674              *
          All executive officers and directors         1,491,426             3.5%
             as a group (18 persons)
          Mellon Financial Corporation (2)             2,188,434             5.2%

         * Less than 1%
(1)      The specified persons have sole voting and sole dispositive powers as
         to all shares, except as otherwise indicated. The amounts include
         shares subject to options granted under Plexus' option plans, which are
         exercisable within 60 days. The options include those held by Mr. Drury
         (9,000), Mr. Foate (148,333), Mr. Nussbaum (93,897), Messrs. Miller and
         Prosser (30,000 each), Mr. VerHagen (6,000), Mr. Ehlers (69,229), Mr.
         Kronser (91,335), Mr. Sabol (75,000), Mr. Verstegen (92,500), and all
         officers and directors as a group (829,254).
(2)      Mellon Financial Corporation and its subsidiary Mellon Bank N.A.
         (together, "Mellon") have filed a report on Schedule 13G dated January
         17, 2002, reporting that they beneficially owned 2,188,432 shares of
         common stock at December 31, 2001. The amount includes: sole voting
         power as to 1,749,394 shares; shared voting power as to 412,310 shares;
         sole dispositive power as to 1,758,624 shares; and shared dispositive
         power as to 416,310 shares. Of the shares reported, 2,141,104 are held
         in Mellon Bank's capacity as trustee of the Plexus Savings Plan; Mellon
         disclaims beneficial ownership of those shares. Mellon's address is One
         Mellon Center, Pittsburgh, Pennsylvania 15258.


         Section 16(a) of the Securities Exchange Act of 1934 requires Plexus'
officers and directors, and persons who beneficially own more than 10% of
Plexus' common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. These "insiders" are required by SEC
regulation to furnish Plexus with copies of all Section 16(a) forms they file.

         All publicly held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis within the preceding
fiscal year, and the number of delinquent filings and transactions, based solely
on a review of the copies of the Section 16(a) forms furnished to Plexus, or
written representations that no such forms were required. On the basis of
filings and representations received by Plexus, Plexus believes that, during
fiscal 2002, Plexus' insiders have complied with all Section 16(a) filing
requirements applicable to them.


                              ELECTION OF DIRECTORS

         In accordance with Plexus' bylaws, the board of directors has
determined that there shall be seven directors elected at the annual meeting of
shareholders to serve until their successors are duly elected and qualified. The
persons who are nominated as directors and for whom proxies will be voted are
named below, unless a shareholder specifies otherwise. If any of the nominees
should decline or be unable to act as a director, which eventuality is not
foreseen, the proxies will be voted with discretionary authority for a
substitute nominee designated by the board of directors. Plexus' bylaws
authorize up to nine directors. The Plexus board may expand the board up to that
number and elect directors to fill empty seats, including those created by an
expansion, between shareholders' meetings.

         Harold R. Miller, who has served as a director of Plexus since Plexus'
formation, has decided to retire from the board at the coming annual meeting of
shareholders. We wish Mr. Miller well and thank him for his more than 20 years
of service to Plexus.

                                                     PRINCIPAL OCCUPATION                        DIRECTOR
         NAME AND AGE                             AND BUSINESS EXPERIENCE (1)                      SINCE
         ------------                             ---------------------------                      -----
Stephen P. Cortinovis, 52        Partner, Bridley Capital Partners Limited (U.K. private            --
                                 equity group) since 2001; previously President-Europe of
                                 Emerson Electric Co. (5)
David J. Drury, 54 (2)(3)        President of Poblocki & Sons LLC (exterior and interior sign      1998
                                 systems) since 1999; previously, an independent consultant
                                 and other executive positions (6)
Dean A. Foate, 44                Chief Executive Officer of Plexus since 2002; previously,         2000
                                 Plexus' Chief Operating Officer from 2001 to 2002, and
                                 Executive Vice President from 1999 to 2001, and President of
                                 Plexus Technology Group, Inc.
John L. Nussbaum, 60 (4)         Chairman of Plexus; previously, Chief Executive Officer of        1980
                                 Plexus from 2001 to 2002 and its President and Chief
                                 Operating Officer prior thereto
Thomas J. Prosser, 66            Chairman of the Board of Menasha Corporation (manufacturer        1987
(2)(3)(4)                        of paper and plastic products) since 1998; previously,
                                 Senior Vice President-Investment Banking of Robert W. Baird
                                 & Co., Incorporated (brokerage and financial services)
Charles M. Strother, MD, 62      Physician; Professor at Baylor College of Medicine since          2002
(3)(4)                           2002; previously, Professor of Radiology, Neurology and
                                 Neurosurgery, University of Wisconsin-Madison
Jan K. VerHagen, 65 (2)(4)       Retired; previously, Senior Vice President of Corporate           1999
                                 Projects of Emerson Electric Co. from 1999 to 2001, and Vice
                                 Chairman of United Dominion Industries (diversified
                                 manufacturing) prior thereto (7)

(1)      Unless otherwise noted, all directors have been employed in their
         principal occupation listed above for the past five years or more.
(2)      Member, along with Mr. Miller, of the Audit Committee, which met three
         times in fiscal 2002. See "Report of the Audit Committee" below. Mr.
         Drury, the chair of the Audit Committee, is a certified public
         accountant who practiced with the firm Price Waterhouse for 18 years.
(3)      Member, along with Mr. Miller, of the Compensation and Leadership
         Development Committee which held two meetings during fiscal 2002. The
         Compensation and Leadership Development Committee considers and makes
         recommendations to the board of directors with respect to executive
         officers' salaries and bonuses, reviews, approves and administers
         compensation plans, and awards stock options. The Committee is also
         responsible for developing Plexus' leadership structure.


(4)      Member (adjunct, non-voting member in the case of Mr. Nussbaum) of the
         Nominating and Corporate Governance Committee, which met once in fiscal
         2002. The Nominating and Corporate Governance Committee considers
         nominees for director positions and also evaluates and oversees
         corporate governance and related issues.
(5)      Also a director of Instituform Technologies, Inc. (developer of
         trenchless technology for underground pipes).
(6)      Also a director of St. Francis Capital Corp. (savings bank holding
(7)      Also a director of Wolverine Tube, Inc. (manufacturer of tubing and
         related products).

         The board of directors held six meetings during fiscal 2002. As part of
these meetings, non-management directors periodically meet without management
present. Each director attended at least 75% of the total of the number of
meetings of the board and the number of meetings of all committees of the board
on which such director served during the year.

         Plexus regularly review and augments its corporate governance practices
and procedures. In particular, and as part of its corporate governance
practices, Plexus will be responding to and complying with Securities and
Exchange Commission and Nasdaq Stock Market proposals as they are finalized and
adopted. Plexus expects that as further documentation is finalized, it will be
posted on the Plexus website, at, under the heading "Investors"
then "Corporate Governance."

Directors' Compensation

         Each Plexus director who is not a Plexus officer or employee received
an annual director's fee of $20,000 plus meeting fees of $2,000 for each board
meeting attended in person ($1,000 if attended other than in person), and an
additional $1,000 for each committee meeting attended in person ($500 if other
than in person).

         In addition, each director who is not a Plexus officer or employee is
entitled in each fiscal year to receive an option for 1,500 shares (determined
before Plexus' 1997 and 2000 2-for-1 stock splits) of common stock, at the
market value on the date of grant, under Plexus' 1995 Directors' Stock Option
Plan (the "Directors' Plan"). The Directors' Plan was approved by Plexus
shareholders in 1995. Options are fully vested upon grant, may be exercised
after a minimum six month holding period, and must be exercised prior to the
earlier of ten years after grant or one year after the person ceases to be a
director. Under certain circumstances, options may be transferred to family
members. In 2002, the Compensation and Leadership Development Committee took two
actions, in accordance with the Directors' Plan, interpreting the Plan or
amending it in minor ways. First, as contemplated by the Plan's adjustment
provisions, the Committee adjusted future annual awards from 1,500 shares to
3,000 shares, to reflect the August 2000 2-for-1 stock split. The Committee had
previously deferred taking this action; however, it has now determined that the
adjustment would be helpful to Plexus in attracting new directors and in fairly
compensating directors relatively recently elected to the board. (The Committee
declined to further adjust the options for the 1997 stock split.) Second, the
Committee moved back the grant date for options from December 1 of each fiscal
year to the date on which employee annual stock options are to be granted, so as
to better coordinate with employee grants.

         In accordance with the Directors' Plan, each of the then-serving
non-employee directors received a fiscal 2002 option for 1,500 Plexus shares,
exercisable at $29.84 per share, on December 3, 2001. The fiscal 2003 options,
for 3,000 Plexus shares each, will be granted in early 2003.

         See "Executive Compensation - Special Retirement Arrangements" for
certain supplemental retirement arrangements for Messrs. Nussbaum and Foate, and
for Peter Strandwitz, who retired as a director during fiscal 2002 and as an
executive officer in fiscal 2001.


                             EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

         The following table sets forth information concerning the total
compensation of Plexus' current and retired chief executive officers and its
four other highest compensated executive officers, for fiscal 2002 and the
preceding two fiscal years.

                                                  Annual Compensation (1)              Awards
                                         ------------------------------------------ -------------
                                                                        Other        Underlying     All Other
             Name and           Fiscal                               Compensation     Options/    Compensation
        Principal Position       Year       Salary      Bonus ($)       ($)(2)       SARs #(3)       ($)(4)
     ----------------------  ----------  ------------- ------------ --------------- ------------ ---------------
John L. Nussbaum,                2002      $326,497            --      $ 56,489       100,000      $747,828
Chairman (5)                     2001       384,711            --            --        30,000       300,652
                                 2000       312,887      $270,643            --        40,000       300,710

Dean A. Foate,                   2002      $299,955            --      $ 13,500       100,000      $ 18,781
President and CEO (6)            2001       246,396            --        13,500        30,000        17,750
                                 2000       184,088      $131,444        13,500        20,000        17,550

Thomas B. Sabol,                 2002      $245,244            --      $ 13,500        70,000      $ 17,884
Executive Vice President,        2001       228,850            --        13,500        20,000        17,616
CFO and Chief Operating          2000       188,815      $131,444        13,500        20,000        17,550
Officer (7)

J. Robert Kronser,               2002      $212,647            --      $ 13,500         9,000      $ 17,810
Executive Vice President         2001       210,977            --        13,500        19,000        17,138
- Sales and Marketing            2000       172,093      $123,713        13,500        18,000        16,599

Paul L. Ehlers,                  2002      $203,729            --      $ 13,500        12,000      $ 17,575
Vice President                   2001       210,977            --        13,500        14,000        17,010
                                 2000       187,557      $127,518        13,500        18,000        17,750

Michael T. Verstegen,            2002      $181,013            --      $ 13,500         9,000      $ 17,725
President, Plexus                2001       181,404            --        13,500         7,500        17,611
Technology Group, Inc. (8)       2000       151,753      $ 81,186        13,500        15,000        16,751

(1)      While the named individuals received perquisites or other personal
         benefits in the years shown, in accordance with SEC regulations, the
         value of these benefits are not shown since they did not exceed, in the
         aggregate, the lesser of $50,000 or 10% of the individual's salary and
         bonus in any years.
(2)      For Mr. Nussbaum, reflects a lump sum payout upon his retirement of
         accrued pay for unused vacation time. In each other case, represents
         the total premiums paid or accrued under the split-dollar life
         insurance payments discussed under "Special Deferred Compensation
         Arrangements." Under those arrangements, Plexus is entitled to a refund
         from policy proceeds of the premiums paid upon the employee's death or
         earlier termination of the insurance policy.
(3)      Represents the number of shares for which options were granted under
         Plexus' 1998 Stock Option Plan (the "Option Plan"). No SARs have been
         granted. Amounts are adjusted to reflect Plexus' August 2000 2-for-1
         stock split.
(4)      Includes for fiscal 2002: Plexus' contributions to the accounts of
         Messrs. Nussbaum, Foate, Sabol, Kronser, Ehlers and Verstegen in the
         Savings Plan of $4,250, $5,281, $4,384, $4,310, $4,075 and $4,225,
         respectively; Plexus' contributions of $743,578 to Mr. Nussbaum's
         account under the supplemental retirement arrangements described below;
         and Plexus' contributions to accounts of Messrs. Foate, Sabol, Kronser,
         Ehlers and Verstegen under their Executive Deferred Compensation Plan
         of $13,500 each.
(5)      Mr. Nussbaum remains as Chairman of the Board, but ceased acting as an
         executive officer in July 2002. The table includes Mr. Nussbaum's 2002
         salary compensation and directors' fees after he ceased being an


         executive officer. However, payments to Mr. Nussbaum under his
         supplemental retirement arrangements after that date are discussed
         below under "Special Deferred Compensation Arrangements."
(6)      Mr. Foate became President and CEO in July 2002, upon Mr. Nussbaum's
         retirement from those positions, after having been promoted to Chief
         Operating Officer in March 2001.
(7)      Mr. Sabol was promoted to Chief Operating Officer in July 2002. His
         replacement as Chief Financial Officer was named in October 2002.
(8)      Mr. Verstegen's position was deemed an executive officer beginning in
         fiscal 2002. Mr. Verstegen also became a Vice President of Plexus in
         November 2002.



         The following table sets forth information with respect to options
granted to the six executive officers named in the Summary Compensation table
concerning options granted in fiscal 2002.

                                         Individual Grants(1)
                                          % of                                              Potential
                        Number of         Total                                         Realized Value at
                        Securities      Options/                                         Assumed Annual
                        Underlying        SARs                                        Rates of Stock Price
                         Options/        Granted                                          Appreciation
                           SARs       to Employees    Exercise or                      for Option Term (2)
                         Granted        in Fiscal      Base Price    Expiration     --------------------------
Name                      (1)(#)          Year           ($/sh)         Date            5%            10%
--------------------  ------------ ---------------- --------------- -------------   ------------  ------------
John Nussbaum            100,000          10.9%         $25.285        4/22/12       $1,481,047    $3,753,263
Dean Foate               100,000          10.9%          25.285        4/22/12        1,481,047     3,753,263
Thomas Sabol               70,000         7.6%           25.285        4/22/12        1,036,733     2,627,284
Robert Kronser              9,000         1.0%           25.285        4/22/12          133,294       337,794
Paul Ehlers                12,000         1.3%           25.285        4/22/12          177,726       450,392
Michael Verstegen           9,000         1.0%           25.285        4/22/12          133,294       337,794

(1)      No SARs have been granted; all grants reflect stock options under the
         Option Plan. Options may, under certain circumstances, be transferred
         to family members or related trusts.
(2)      Assumes the stated appreciation from the date of grant.



         The following table sets forth information with respect to the six
executive officers named in the Summary Compensation Table concerning the
exercise of options in fiscal 2002 and the number and value of options
outstanding at September 30, 2002.

                                                                  Number of                      Value of
                                                            Securities Underlying           Unexercised In-the-
                                                            Unexercised Options/            Money Options/SARs
                   Shares Acquired        Value             SARs at FY-End (#)(2)            at FY-End ($)(3)
Name               on Exercise (#)     Realized($)(1)      Exercisable/Unexercisable     Exercisable/Unexercisable
----               ----------------  ------------------  ----------------------------- ------------------------------
John Nussbaum            ---               ---                  63,896 / 133,334                   0 / 0
Dean Foate               ---               ---                 128,333 / 126,667             458,747 / 0
Thomas Sabol             ---               ---                 134,999 / 90,001              327,264 / 0
Robert Kronser           ---               ---                  91,335 / 27,667              178,760 / 0
Paul Ehlers              ---               ---                  69,228 / 27,334               98,447 / 0
Michael Verstegen       5,000            $101,253               92,500 / 19,000              277,107 / 0

(1)      Represents the difference between the exercise price and the average of
         the high and low sales price on the date of exercise.
(2)      Represents options granted under the Option Plan. No SARs have been
(3)      Represents the difference between the exercise price and the $9.25
         closing price of Plexus common stock reported on the Nasdaq Stock
         Market on September 30, 2002, the last day of the fiscal year.


         Plexus has entered into Change in Control Agreements with Messrs.
Nussbaum, Foate, Sabol, Kronser, Ehlers, Verstegen and other executive officers.
Under the terms of these agreements, if there is a change in control of Plexus,
as defined in the agreement, the executive officers' authority, duties and
responsibilities shall remain at least commensurate in all material respects
with those prior to the change in control. Their compensation and benefits may
not be reduced, or location of employment changed, as a result of the change in

         In the event that any covered officer is terminated other than for
cause, death or disability, or an executive terminates his employment with good
reason, Plexus is obligated to pay the executive officer, in a cash lump sum, an
amount equal to approximately three times the executive's base salary plus
expected bonus payments, and to continue certain benefits. The agreements
further provide for payment of additional amounts which may be necessary to
"gross up" the amounts due such employee in the event of the imposition of an
excise tax upon the payments. The agreements do not preclude termination of the
officer, or require payment of any benefit, if there has not been a change in
control of Plexus, nor does it limit the ability of Plexus to terminate these
persons for cause.


         In 1996, the Compensation and Leadership Development Committee
established special retirement arrangements for Mr. Nussbaum, Peter Strandwitz,
who was then CEO and a director, and another executive officer and director who
subsequently retired. The Committee believed that those arrangements would both
reward past service and maintain an additional incentive for those officers'
continued performance for Plexus. As a result, Plexus and those persons have
entered into a supplemental retirement agreement designed to provide specified
retirement and death benefits additional to those provided under the 401(k)
Savings Plan. While the arrangements were designed to provide a 15-year annual
payout on retirement at or after age 65 of 60% of final pay, Plexus' commitment
under the agreements was to annually contribute a fixed dollar amount
(originally $90,921 for Mr. Nussbaum and $193,600 for Mr. Strandwitz) for each
year until age 65 if they remained in Plexus' employ. Effective for fiscal 2000,
the Compensation Committee agreed to an amendment to Mr. Nussbaum's supplemental
retirement agreement. Under the amended arrangement, Plexus' obligation to make
contributions for Mr. Nussbaum was increased to $296,420 per year, but only
until age 60. However, in fiscal 2002, Plexus contributed $743,578


due to Mr. Nussbaum's retirement. Mr. Nussbaum remains a Plexus employee,
although he ceased being considered a Plexus executive officer after his July
2002 retirement as CEO. As a result of that change, Mr. Nussbaum received his
first payment, of $60,231 for a partial year, during fiscal 2002. (Full year
payments initially will be $240,924, which will be adjusted upward by 4%
annually.) That payment was made after Mr. Nussbaum ceased being considered an
executive officer, and is therefore not included in the cash compensation table.
Mr. Strandwitz received payments of $210,000 in fiscal 2002; he ceased service
as a director of, and employment with, Plexus during fiscal year 2002.

         The contributions for Messrs. Strandwitz and Nussbaum are invested in a
life insurance policy acquired by Plexus on each participant's life. On
retirement, the agreement provides for a 15-year annual installment payment
stream. (Plexus' contributions were also to continue to be made should their
employment terminate after a change in control, attainment of age 55 and
completion of 10 years of service or disability, should the participants
terminate for "good reason" as defined in the agreement, or should Plexus
terminate the executive, but not for "cause" as defined in the agreement.
Provided the participants are able to and do perform such duties as may be
provided under a separate consulting agreement, the 15-year installment payments
were to commence at retirement. Lump sum payments based on policy cash values
become due if at any time after a change in control Plexus' consolidated
tangible net worth drops below $35 million, or if the ratio of Plexus'
consolidated total debt to consolidated tangible net worth becomes greater than
2.5 to 1.) To the extent that any of the payments constitute excess parachute
payments subjecting the participant to an excise tax, the agreement provides for
an additional payment (the "gross-up payment") to be made by Plexus to the
participant so that after the payment of all taxes imposed on the gross-up
payment, the participant retains an amount of the gross-up payment equal to the
excise tax imposed. If a participant dies prior to receiving all of the 15-year
annual installment payments, certain death benefit payments become due.

         During fiscal 2000, the Compensation and Leadership Development
Committee also established additional deferred compensation mechanisms for
several executive officers and other key employees, including Messrs. Foate,
Sabol, Kronser, Ehlers and Verstegen. As part of those arrangements, the
Committee established the Plexus Corp. Executive Deferred Compensation Plan.
Under this plan, a covered executive may elect to defer some or all of his or
her compensation through the plan, and Plexus may credit the participant's
account with a discretionary employer contribution. Participants are entitled to
payment of deferred amounts and any earnings which may be credited thereon upon
termination or retirement from Plexus.

         Plexus has also entered into split-dollar life insurance agreements
with various executive officers and key employees, including Messrs. Foate,
Sabol, Kronser, Ehlers and Verstegen. Under these agreements, Plexus has paid a
minimum premium of $13,500 per policy, and such additional premiums as it may
determine. Upon the death of the covered employee, Plexus has an interest in the
proceeds of the policy equal to the premiums paid. The balance, if any, of the
policy proceeds are paid to the employee's beneficiary. Plexus' rights are
secured by a related assignment of employee's life insurance policy as
collateral. Upon an earlier termination of employment, or Plexus' determination
to terminate the agreement, the agreement provides that the employee may obtain
unencumbered ownership of the policy by paying Plexus the lesser of premiums
paid or the cash surrender value, or Plexus can withdraw from the policy an
amount equal to the premiums it has paid and then release its interest in the
policy permitting unencumbered ownership of the policy by the employee. Plexus
is exploring alternatives to these arrangements as a result of changes in law
which were effective in July 2002.

                            ON EXECUTIVE COMPENSATION

         The Compensation and Leadership Development Committee of the Plexus
board of directors sets general compensation policies for Plexus. The Committee
makes the primary decisions with respect to compensation of the Chairman, the
Chief Executive Officer and the Chief Operating Officer of Plexus. Prior to July
2002, the Chairman (Mr. Nussbaum) was the Chief Executive Officer of Plexus;
from and after July 2002, the President (Mr. Foate) has served as CEO. Decisions
on compensation for other Plexus officers are recommended by the CEO and the
COO. Plexus' other compensation programs, such as the Savings Plan and the
Option Plans, are either originated or approved by the Committee; the Committee
grants stock options under the Option Plans.

         Plexus' policy, to which the Committee adheres, is to fairly compensate
individuals for their contributions to Plexus, but also to provide value to
Plexus' shareholders and to consider the ability of Plexus to fund any
compensation decisions, plans or programs. The Committee believes that fair
compensation packages are necessary


to attract and retain qualified executive officers. To be effective in
attracting and retaining competent individuals, compensation packages must
balance short-term and long-term considerations, as well as provide incentives
to individuals based upon the performance of Plexus. For the past several fiscal
years, the Committee has evaluated the compensation of Plexus executive officers
in the context of continuing growth and the occasional effect on earnings of
that growth. In the most recent determinations, the Committee considered the
weaknesses in Plexus' markets and the negative effect on sales and
profitability. The Committee has not recently retained outside consultants, or
relied in a significant fashion upon outside market surveys specifically
commissioned by Plexus. However, the Committee reviews published survey
information. In late 2002, the Committee engaged outside consultants to assist
it in evaluating executive officer compensation for 2003 salary determinations.

         In determining CEO compensation, the Committee reviews numerous
factors, although most of these factors are not subject to quantification or
specific weight. The primary factors reviewed, in no particular order, are: the
importance of the individual's contribution to Plexus' strategic planning and
long-term success; special projects and tasks undertaken by the individual
during the preceding year; acquisition-related activities and efforts; and
performance of Plexus' sales and earnings. In addition, the Committee also
reviewed a sampling, which it believed to be representative, of compensation
paid by other companies in Plexus' geographic area, comparable companies in the
electronics manufacturing services industry and numerous published surveys. This
group of companies did not coincide with the more extensive list of companies in
the Nasdaq electronics components sector used in the following performance
graph. Plexus generally has used a March/April annual review cycle in recent
years for its employees, including key executives. New salaries become effective
around the time of the review and thus affect two fiscal years. Stock options
generally have been awarded shortly after the salary reviews.

         During fiscal 2002, two persons served as chief executive officer of
Plexus. Mr. Nussbaum, who became Chief Executive Officer in March 2001 upon the
retirement of the prior CEO, retired as CEO as of June 30, 2002. The board of
directors selected Mr. Foate, who began fiscal 2002 as chief operating officer,
as the new chief executive officer effective July 1, 2002.

         When the Committee established Mr. Nussbaum's salary in April 2001, Mr.
Nussbaum had at that time just assumed the position of chief executive officer.
Given his acceptance of these new duties, the Committee wanted to recognize the
new position and salary level. In addition, the Committee had available full
fiscal 2000 financial information, which indicated increases in sales and net
income of 53% and 98%, respectively, in fiscal 1999. During the first quarter of
fiscal 2001 (ended December 31, 2000), sales and net income increased 85% and
60%, respectively, over the prior year's quarter. In making determinations as to
Mr. Nussbaum, the Committee also considered the payments made on his behalf
pursuant to the special retirement benefits discussed above. Based upon both
quantitative and non-quantitative factors, the assumption of the new duties, and
Mr. Nussbaum's prior performance as chief operating officer, the Committee
approved a $425,000 annual salary for Mr. Nussbaum effective May 2001, which
represented a 21% salary increase.

         As fiscal 2001 progressed, the electronics and telecommunications
industries, which Plexus serves, experienced significant economic challenges.
Management initiated a number of measures intended to reduce costs and make
Plexus competitive in these challenging times. One initiative was a 10% salary
decrease for all executive officers. Mr. Nussbaum and the other executive
officers accepted this decrease effective October 1, 2001. The 10% salary
reduction was eliminated for all executive officers, including the CEO, in
December 2002.

         When the Committee met in April 2002, it had available full fiscal 2001
results, which indicated increases in sales of 41% but an increase in net income
(before restructuring costs and acquisition and merger costs) of 3%. However,
for the first quarter of fiscal 2002 (ended December 31, 2001), sales were
reduced 26% and Plexus had a net loss before special charges for the quarter. In
addition to the statistical information, the Committee considered the increasing
challenges being addressed by the CEO, and other members of the management team,
due to the difficulties in the industries served by Plexus and the strong
efforts which Mr. Nussbaum and other members of the management team were making
to address these issues. As a result of both the quantitative and
non-quantitative factors, particularly including the need for continued
management attention and dedication to meet the challenges, the Committee did
not change the chief executive officer's salary in April 2002.

         Mr. Nussbaum retired as chief executive officer effective June 30,
2002. At that time, to reflect the reduction in his duties, his salary was
decreased to $72,000, which continued to reflect the 10% general reduction.


         Compensation determinations for Mr. Foate in both April 2001 and April
2002 were made before his assumption of the chief executive officer position.
However, salary determinations in April 2001 were made at the time he assumed
the position of chief operating officer. In considering the substantial increase
in responsibilities which Mr. Foate was then assuming, and also reviewing the
then-available economic information discussed above, the Committee concurred in
the recommendation by the then-CEO to increase Mr. Foate's salary by 50%, to
$300,000, effective in May 2001.

         Mr. Foate subsequently accepted the same 10% salary reduction effective
October 1, 2001 as the other executive officers. The April 2002 salary
determination was made before Mr. Foate's assumption of CEO duties. The
Committee again reviewed the then-available economic information referred to
above and considered other non-quantifiable factors as to Mr. Foate's
performance. The Committee determined to not change his salary.

         In connection with Mr. Foate's assumption of chief executive officer
duties and responsibilities effective July 1, 2002, the Committee determined
that it would be appropriate to adjust his compensation substantially to reflect
those added duties and responsibilities. The Committee therefore increased his
base salary by 50% to $405,000, which reflected a continuing 10% reduction from
the $450,000 target salary.

         The Committee determined it would be in Plexus' best interest to
provide its executive officers with a performance-based incentive beyond that
contained in the Option Plan. Such a bonus arrangement would further motivate
officers to improve performance, and provide specific non-market criteria to
evaluate performance. Beginning in fiscal 2000, bonuses were determined by
reference to earnings per share, sales growth, and individual performance; the
three factors were weighted equally. The possible ranges of bonus, if targets
are met, are from 10% to 100% of base salary for executive officers, which
amounts are chosen in advance by the Committee and may vary from person to
person, and year to year.

         For fiscal 2002, for the target bonus to be earned, Plexus was required
to achieve pre-bonus, pre-special charges earnings per share of $0.98 per share
(approximately an 8% increase over fiscal 2001) and corporate sales growth over
fiscal 2001 equal to at least 25%. If these targets were met, Mr. Nussbaum and
Mr. Foate would each earn a bonus of 50% of his salary; for results above or
below target, the bonus (if any) would vary between 0% and 100%. The Committee
believed that both targets were very aggressive. In fiscal 2002, Plexus had
pre-bonus fully-diluted earnings per share (before special charges) of $0.10 and
a sales decline of approximately 17%. Because the target numerical goals were
not met in fiscal 2002, no bonuses were paid.

         The Committee believes that the Option Plan provides participants with
a long-term incentive to increase the overall value of Plexus by providing them
with a stake in the increasing value of its common stock on a long-term basis.
The Committee also wished to recognize Mr. Nussbaum's past service, and Mr.
Foate's significantly increasing responsibilities and the Committee's
expectation that Mr. Foate would be considered for the chief executive officer
position if Mr. Nussbaum chose to retire. Consistent with this approach, the
Committee granted to Messrs. Nussbaum and Foate each options for 100,000 shares,
in April 2002. The Committee had granted Mr. Nussbaum and Mr. Foate each options
for 30,000 shares in each of fiscal 2001; Messrs. Nussbaum and Foate received
options for 40,000 shares and 20,000 shares, respectively, in fiscal 2000. The
award levels reflect the Committee's determination to increase the reliance upon
stock options as a component of compensation, to reflect cash compensation
levels (including pay reductions and freezes), and also to reflect the changing
relative duties of these officers. Going forward, the Committee intends to make
its general grant of stock options in January, earlier in the fiscal year.

         The Plexus 2000 Stock Purchase Plan also permits executive officers,
like other employees, to purchase shares of Plexus common stock at a price equal
to 85% of the lower of the market value at the beginning or the end of six month
periods. Compensation information does not include the value of any purchases by
the individuals who chose to participate, since the broad-based plan is open to
most employees. The Committee also believes that the Savings Plan provides an
additional possibility for stock-based incentive. Although employees, including
the CEO, may choose from a variety of investment funds for their contributions
under the Savings Plan, the Plexus Stock Fund is one alternative.

         The Committee further believed that a supplemental retirement
arrangement with Mr. Nussbaum was appropriate, and therefore entered into the
Supplemental Retirement Agreement with each of those described above under
"Executive Compensation - Special Retirement Arrangements."


         The factors used to determine other executive officers' compensation
are essentially the same as those used for the CEOs. As with the CEOs, Messrs.
Sabol, Ehlers, Kronser and Verstegen, and other executive officers, were
considered for salary increases effective in April 2001 and April 2002.
Increases in executive officers' salaries (other than the CEO's) in April 2001
varied from 6% to 50%. Effective October 1, 2001, the base salaries of each
executive officer was reduced 10%. In April 2002, executive officers' salaries
remained frozen, although Mr. Sabol's was increased in July 2002 by 40% to
reflect the substantial increase in his duties and another officer's was
increased 16% in September 2002, also as a result of changes in duties. The
Committee's determinations on option grants varied by individual, depending upon
the Committee's view of the adequacy of the particular officer's compensation
compared to that officer's performance and duties, especially when those duties
significantly changed or increased since the last salary increase, and expected
changes in circumstances in the coming year. In particular, Mr. Sabol was given
a relatively large option grant in view of his increasing responsibilities.

         For fiscal 2002, executive officers did not receive any bonus under the
Bonus Plan as a result of corporate performance. The bonus criteria were the
same for the other executive officers as they were for the CEOs; however, the
target bonuses for 2002 ranged from 25% to 50% of salary, and the maximum of
bonuses ranged from 50% to 100%.

         The Committee also approved stock option awards during fiscal 2002 for
the executive officers of Plexus, which awards varied from 2,000 to 70,000
shares. The number of shares subject to options granted to executive officers
was generally the same or greater than the number granted upon ordinary grants
in the preceding fiscal year, with appropriate changes to reflect the
Committee's perception of individual circumstances. The largest of these awards
reflected Mr. Sabol's anticipated significant increase in duties. Plexus has
also entered into supplemental retirement arrangements with the executive
officers, as described above. The Committee bore in mind the costs of these
arrangements and the expected benefits under them in making its compensation
decisions relating to the affected executive officers.

         The Committee believes that it is highly unlikely that the compensation
of any executive officer, including the CEO, will exceed $1 million in any
fiscal year. Therefore, except with respect to the Option Plan and the 2000
Purchase Plan, it has not taken any action with respect to the provisions of
Section 162 of the Internal Revenue Code which limits the deductibility of
compensation to certain executive officers of over $1 million in any fiscal
year. Because of the shareholders' approval of the Option Plan and the 2000
Purchase Plan, the Committee believes that any compensation income under them
would not be subject to the Internal Revenue Code's deduction limitation.

Members of the Compensation Committee:      Thomas J. Prosser, Chair            David J. Drury
                                            Harold R. Miller                    Charles M. Strother


         No Plexus insiders are members of the Compensation and Leadership
Development Committee. None of the directors who are Committee members are
employees of Plexus, have ever been employed by Plexus or any of its
subsidiaries, and have other reportable relationships with Plexus.


                                PERFORMANCE GRAPH

         The following graph compares the cumulative total return on Plexus
common stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Stock Market Index for Electronics Components Companies, both of which
include Plexus. The values on the graph show the relative performance of an
investment of $100 made on September 30, 1997, in Plexus common stock and in
each of the indices.



                         1997         1998          1999         2000         2001         2002
                         ----         ----          ----         ----         ----         ----
Plexus                    100           55            87          401          134           53
NASDAQ-US                 100          102           166          220           90           71
NASDAQ-Electronics        100           80           162          285           80           54

                              CERTAIN TRANSACTIONS

         Plexus has provided certain engineering design and development services
for Memorylink Corp., a developer of electronic products. Mr. Strandwitz, who
retired as a director during fiscal 2002, is a director and a shareholder of
Memorylink. Plexus did not perform any services for Memorylink in fiscal 2002,
but billed Memorylink $0.9 million in fiscal 2001 for services; the amounts
billed were determined in accordance with Plexus' standard charges for those
types of services. Memorylink had an outstanding balance due to Plexus of $1.5
million at September 30, 2001, all of which was past due, and fully reserved for
by Plexus, on that date.

         Primarily as a result of the downturn in the electronics and
communications industries, MemoryLink was unable to successfully commercialize
its products or obtain, in a sufficient amount, needed additional financing.
MemoryLink informed Plexus in early fiscal 2002 that it was therefore unable to
pay in full the amounts due to Plexus. In January 2002, Plexus received a
payment of $100,000, and converted the balance into a $650,000 promissory note
from, and a minority equity interest in, MemoryLink. In August 2002, in
recognition of MemoryLink's continuing difficulties in obtaining financing,
Plexus agreed to accept an additional cash payment of $100,000 on the promissory
note, and convert the balance into an increased equity interest in Memorylink.

         From time to time, Plexus executive officers and directors are
prohibited from selling Plexus stock because of the existence or potential
existence of material non-public information. Mr. Sabol intended to sell Plexus'
shares during one of these time periods to finance a real estate purchase.
Because Plexus' activities prohibited him from making a sale, Plexus loaned Mr.
Sabol $260,000 on March 13, 2000. The loan was repayable upon demand, bore


interest at $250 per month, and was secured by Plexus shares. The loan was
originally for a maximum period of eight months, but was extended to become a
demand note by mutual agreement in fiscal 2001. Interest accrued monthly. The
maximum amount due in fiscal 2002 was $263,000, which was the amount due at
fiscal year end. Mr. Sabol subsequently repaid the loan in full. Because of
subsequent changes in law, Plexus will no longer make similar loans to its
executive officers.

                          REPORT OF THE AUDIT COMMITTEE

         The Audit Committee of the board of directors oversees and monitors the
participation of Plexus' management and independent auditors throughout the
financial reporting process. No member of the Audit Committee is employed or has
any other material relationship with Plexus. The members are "independent" as
defined in Rule 4200(a)(15) of the NASD listing standards for the Nasdaq Stock
Market. The Plexus board of directors has adopted a written charter for the
Audit Committee, which was attached to the proxy statement for the 2001 annual
meeting of shareholders.

         In connection with its function to oversee and monitor the financial
reporting process of Plexus, the Committee has done the following:

         -        reviewed and discussed the audited financial statements for
                  the fiscal year ended September 30, 2001 with Plexus
         -        discussed with PricewaterhouseCoopers LLP, Plexus' independent
                  auditors, those matters which are required to be discussed by
                  SAS 61 (Codification of Statements on Auditing Standards, AU
                  ss.380); and
         -        received the written disclosure and the letter from
                  PricewaterhouseCoopers LLP required by Independence Standards
                  board Standard No. 1 (Independence Discussion with Audit
                  Committees) and has discussed with PricewaterhouseCoopers LLP
                  its independence.

         Based on the foregoing, the Committee recommended to the board of
directors that the audited financial statements be included in Plexus' annual
report on Form 10-K for the fiscal year ended September 30, 2002.

         Members of the Audit Committee:    David J. Drury, Chairman       Harold R. Miller
                                            Thomas J. Prosser              Jan K. VerHagen


         The board of directors intends to reappoint the firm of
PricewaterhouseCoopers LLP as independent auditors to audit the financial
statements of Plexus for fiscal 2003. Representatives of PricewaterhouseCoopers
LLP are expected to be present at the annual meeting of shareholders to respond
to appropriate questions and make a statement if they desire to do so.

         Fees (including reimbursements for out-of-pocket expenses) paid to
PricewaterhouseCoopers LLP for services in fiscal 2002 were as follows:

                  Audit Fees                                  $496,737
                  Financial Information Systems Design              --
                    and Implementation Fees
                  All Other Fees                              $734,262

The non-audit services related principally to income tax matters, both U.S. and
foreign, but also included merger and acquisition counseling and ERISA audits.
The Audit Committee considered the compatibility of non-audit services by
PricewaterhouseCoopers LLP with the maintenance of that firm's independence.


                              SHAREHOLDER PROPOSALS

         Shareholder proposals must be received by Plexus no later than August
31, 2003 in order to be considered for inclusion in next year's annual meeting
proxy statement. In addition, the Plexus bylaws provide that any proposal for
action, or nomination to the board of directors, proposed other than by the
board of directors must be received by Plexus in writing, together with
specified accompanying information, at least 70 days prior to an annual meeting
in order for such action to be considered at the meeting. The 2004 annual
meeting of shareholders is tentatively scheduled for February 11, 2004, and any
notice of intent to consider other questions and/or nominees, and related
information, must therefore be received by December 3, 2003. The purpose of the
bylaw is to assure adequate notice of, and information regarding, any such
matter as to which shareholder action may be sought.

                                       By order of the board of directors

                                       /s/ Joseph D. Kaufman

                                       Joseph D. Kaufman
                                       Senior Vice President, Secretary and
                                       Chief Legal Officer

Neenah, Wisconsin
December 20, 2002

P.O. BOX 156, NEENAH, WISCONSIN 54957-0156.


                                  PLEXUS CORP.


The undersigned hereby appoints John L. Nussbaum, Dean A. Foate and Joseph D.
Kaufman, and any of them, proxies, with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at the annual meeting
of shareholders of Plexus Corp. to be held in the KC Theater at the Fox Cities
Performing Arts Center, located at 400 West College Avenue, Appleton, Wisconsin,
on Wednesday, February 12, 2003 at 10:00 a.m. Central Time, or at any
adjournment thereof, as follows, hereby revoking any proxy previously given:

                  (Continued and to be signed on reverse side)

                  |X| Please mark your votes as in this sample


     (except as specified to the                to vote for all nominees
      contrary below)                           listed below

         Nominees: Stephen P. Cortinovis, David J. Drury, Dean A. Foate,
   John L. Nussbaum, Thomas J. Prosser, Charles M. Strother, Jan K. VerHagen

(INSTRUCTION: To withhold authority to vote for any individual nominee, please
print that nominee's name on the following line.)


(2)    In their discretion on such other matters as may properly come before the
       meeting or any adjournment thereof;

all as set out in the Notice and Proxy Statement relating to the annual meeting,
receipt of which is hereby acknowledged.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). If you do not provide a direction, this proxy
will be voted "FOR" each of the nominees for director who are listed in Proposal

                                  PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY
                                  PROMPTLY IN THE ENVELOPE PROVIDED.


Signature_______________________ Signature____________________ Date ___________
 (Please sign exactly as name appears above.)