COMPANY VOTING AGREEMENT


     This COMPANY  VOTING  AGREEMENT  (this  "Agreement")  is entered into as of
November   22,  1999  (the   "Agreement   Date")  by  and  between   Flextronics
International  Ltd., a Singapore company  ("Parent"),  and [name of stockholder]
("Stockholder").

                                    RECITALS

     A. Parent, The DII Group, Inc., a Delaware  corporation (the "Company") and
Slalom Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary
of Parent  ("Sub") are entering into an Agreement and Plan of Merger dated as of
November  22,  1999,  as such may be  hereafter  amended  from time to time (the
"Merger Agreement") which provides (subject to the conditions set forth therein)
for the  merger of Sub with and into  Company  (the  "Merger")  with  Company to
survive the Merger.  Upon the  effectiveness of the Merger,  among other things,
the  outstanding  shares of Company's  Common  Stock will be converted  into the
right to receive Ordinary Shares of Parent as more particularly set forth in the
Merger  Agreement.  Capitalized  terms  used but not  otherwise  defined in this
Agreement  will have the same  meanings  ascribed  to such  terms in the  Merger
Agreement.

     B. As of the Agreement Date,  Stockholder owns in the aggregate  (including
shares  held both  beneficially  and of  record  and other  shares  held  either
beneficially  or of record) the number of shares of  Company's  Common Stock set
forth below Stockholder's name on the signature page of this Agreement (all such
shares,  together with any shares of Company's  Common Stock or any other shares
of capital stock of Company that may hereafter be acquired by Stockholder, being
collectively  referred  to herein as the  "Subject  Shares").  If,  between  the
Agreement  Date and the Expiration  Date (as defined in Section 1.1 below),  the
outstanding shares of Company's Common Stock are changed into a different number
or class of shares by reason of any stock split,  stock dividend,  reverse stock
split, reclassification, recapitalization or other similar transaction, then the
shares  constituting  the Subject Shares shall be  appropriately  adjusted,  and
shall  include  any shares or other  securities  of  Company  issued on, or with
respect to, the Subject Shares in such a transaction.

     C. As a condition  to the  willingness  of Parent and Sub to enter into the
Merger Agreement,  Parent and Sub have requested that Stockholder  agree, and in
order to induce Parent and Sub to enter into the Merger  Agreement,  Stockholder
has agreed, to enter into this Agreement.

     In consideration of the facts recited above, the parties to this Agreement,
intending to be legally bound by this Agreement, now hereby agree as follows:

SECTION 1. TRANSFER OF SUBJECT SHARES

     1.1 No Transfer of Voting Rights.

     (a) Stockholder  covenants and agrees that,  prior to the Expiration  Date,
Stockholder  will not deposit any of the Subject  Shares into a voting  trust or
grant a proxy or enter into an  agreement of any kind with respect to any of the
Subject Shares, except for the Proxy





called  for by Section  2.2 of this  Agreement  and  except for any other  proxy
granted by Stockholder to Parent.

     (b) As used in this Agreement,  the term  "Expiration  Date" shall mean the
earlier of (i) the date upon which the Merger Agreement is validly terminated in
accordance  with the  provisions of Article VII of the Merger  Agreement or (ii)
the Effective Time of the Merger.

     1.2 Compliance with Company Affiliate Agreement. If Stockholder is party to
a Company  Affiliate  Agreement,  Stockholder will comply with the terms of such
Company Affiliate Agreement.

SECTION 2. VOTING OF SUBJECT SHARES

     2.1  Agreement.  Stockholder  hereby agrees that,  prior to the  Expiration
Date, at any meeting of the stockholders of Company,  however called, and in any
action  taken by the  written  consent  of  stockholders  of  Company  without a
meeting, unless otherwise directed in writing by Parent,  Stockholder shall vote
the Subject Shares:

     (a) in favor of the Merger,  the  execution  and delivery by Company of the
Merger Agreement and the adoption and approval of the terms thereof and in favor
of each  of the  other  actions  and  transactions  contemplated  by the  Merger
Agreement and any action required in furtherance hereof and thereof; and

     (b)  in  favor  of the  waiver  (by  amendment  of any  such  agreement  or
otherwise),  effective  as of  immediately  prior  to the  effectiveness  of the
Merger, of any rights of first refusal, rights of first offer, rights of notice,
rights of co-sale,  tag-along rights,  information rights,  registration rights,
preemptive  rights,  rights of redemption or  repurchase,  or similar  rights of
Stockholder under any agreement,  arrangement or understanding applicable to the
Subject Shares, to the extent that the same may apply to the Merger or any other
actions or transactions contemplated by the Merger Agreement.

Prior to the Expiration Date,  Stockholder shall not enter into any agreement or
understanding  with  any  Person  to  vote or give  instructions  in any  manner
inconsistent with clause "(a)" or "(b)" of this Section 2.1.

     2.2  Proxy.   Contemporaneously  with  the  execution  of  this  Agreement,
Stockholder  shall deliver to Parent a proxy with respect to the Subject  Shares
in the form attached  hereto as Exhibit 1, which proxy shall be  irrevocable  to
the fullest extent permitted by applicable law (the "Proxy").

     2.3 No Limitations as Director.  Nothing  contained in this Agreement shall
be deemed to apply to, or to limit in any manner, the obligations of Stockholder
under his fiduciary duties as a director of Company.



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SECTION 3. WAIVERS

     3.1 Appraisal Rights.  Stockholder hereby agrees not to exercise any rights
of appraisal and any dissenters' rights that Stockholder may have (whether under
applicable law or otherwise) or could  potentially have or acquire in connection
with the Merger.

     3.2 Other Rights.  Stockholder  hereby waives any rights of first  refusal,
rights of first offer,  rights to notice,  rights of co-sale,  tag-along rights,
information rights, registration rights, preemptive rights, rights of redemption
or  repurchase,   and  similar  rights  of  Stockholder   under  any  agreement,
arrangement of understanding  applicable to the Subject Shares,  in each case as
the same may apply to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other actions and  transactions  contemplated
by the Merger Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

     Stockholder hereby represents and warrants to Parent as follows:

     4.1 Due  Authorization,  etc.  Stockholder  has  all  requisite  power  and
capacity to execute  and deliver  this  Agreement  and to perform  Stockholder's
obligations  hereunder.  This  Agreement has been duly executed and delivered by
Stockholder   and  constitutes  a  legal,   valid  and  binding   obligation  of
Stockholder,  enforceable  against  Stockholder  in  accordance  with its terms,
subject to (a) laws of general  application  relating to bankruptcy,  insolvency
and the relief of debtors, and (b) rules of law governing specific  performance,
injunctive relief and other equitable remedies.

     4.2 No Conflicts, Required Filings and Consents.

     (a) The execution and delivery of this Agreement by Stockholder do not, and
the performance of this Agreement by Stockholder  will not: (i) conflict with or
violate any order,  decree or judgment  applicable  to  Stockholder  or by which
Stockholder  or any of  Stockholder's  properties or Subject  Shares is bound or
affected;  or (ii) result in any breach of or  constitute a default (with notice
or lapse of time, or both) under,  or give to others any rights of  termination,
amendment,  acceleration  or  cancellation  of, or result in the creation of any
lien,  restriction,   adverse  claim,  option  on,  right  to  acquire,  or  any
encumbrance or security  interest in or to, any of the Subject  Shares  pursuant
to, any written, oral or other agreement, contract or legally binding commitment
to which  Stockholder is a party or by which Stockholder or any of Stockholder's
properties  (including  but not  limited  to the  Subject  Shares)  is  bound or
affected.

     (b) The execution and delivery of this Agreement by Stockholder do not, and
the performance of this Agreement by Stockholder  will not, require any written,
oral or other  agreement,  contract or legally  binding  commitment of any third
party.

     4.3  Title  to  Subject  Shares.  As of  the  Agreement  Date,  Stockholder
beneficially or of record owns the Subject Shares set forth under  Stockholder's
name on the  signature  page  hereof and does not  directly or  indirectly  own,
either  beneficially  or of record,  any shares of capital stock of Company,  or
rights to acquire any shares of capital stock of Company, other than


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the Subject  Shares set forth below  Stockholder's  name on the  signature  page
hereof (other than shares subject to options and unvested performance shares).

     4.4  Other  Rights.  Stockholder  is not  entitled  to any  rights of first
refusal,  rights of first offer, rights to notice, rights of co-sale,  tag-along
rights,  information rights,  registration rights,  preemptive rights, rights of
redemption or repurchase or similar rights of  Stockholder  under any agreement,
arrangement  of  understanding  applicable  to the  Subject  Shares,  except  as
disclosed in the Company Disclosure Letter and defined in the Merger Agreement.

     4.5  Accuracy  of  Representations.   The  representations  and  warranties
contained in this  Agreement are accurate in all respects as of the date of this
Agreement,  will be accurate in all respects at all times through the Expiration
Date and will be accurate in all respects as of the date of the  consummation of
the Merger as if made on that date.

SECTION 5. MISCELLANEOUS

     5.1  Expenses.  All costs and  expenses  incurred  in  connection  with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.

     5.2 Governing Law. The internal laws of the State of Delaware (irrespective
of its choice of law principles) will govern the validity of this Agreement, the
construction of its terms, and the  interpretation and enforcement of the rights
and duties of the parties hereto.

     5.3 Assignment;  Binding Effect; Third Parties.  Except as provided herein,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties  hereto  (whether by operation of law
or otherwise)  without the prior written consent of the other party.  Subject to
the preceding sentence,  this Agreement shall be binding upon and shall inure to
the benefit of (a) Stockholder and Stockholder's  heirs,  successors and assigns
and (b)  Parent  and  its  successors  and  permitted  assigns.  Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed  or implied,  is intended to confer on any person or entity other than
the parties  hereto or their  respective  heirs,  successors  and  assigns,  any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

     5.4  Severability.  If any provision of this Agreement,  or the application
thereof, will for any reason and to any extent be invalid or unenforceable, then
the  remainder of this  Agreement  and  application  of such  provision to other
persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.

     5.5  Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.

     5.6 Termination;  Amendment;  Waiver. This Agreement shall terminate on the
Expiration  Date. This Agreement may be amended by the written  agreement of the
parties hereto.  No waiver by any party hereto of any condition or of any breach
of any provision of this Agreement  will be effective  unless such waiver is set
forth in a  writing  signed  by such  party.  No


                                      -4-



waiver by any party of any such condition or breach,  in any one instance,  will
be deemed to be a further or continuing  waiver of any such  condition or breach
or a waiver of any other  condition or breach of any other  provision  contained
herein.

     5.7  Notices.  All notices and other  communications  required or permitted
under this  Agreement  will be in writing and will be either hand  delivered  in
person,  sent by telecopier,  sent by certified or registered  first class mail,
postage pre-paid, or sent by nationally recognized express courier service. Such
notices  and  other  communications  will  be  effective  upon  receipt  if hand
delivered or sent by  telecopier,  three (3) days after mailing if sent by mail,
and one (l)  business  day after  dispatch  if sent by express  courier,  to the
following  addresses,  or such other addresses as any party may notify the other
parties in accordance with this Section:

If to Stockholder:                            If to Parent:

At the address set forth below Stockholder's  FLEXTRONICS    INTERNATIONAL  LTD.
signature on the signature page hereto;       2090 Fortune Drive
                                              San Jose, CA  95131
                                              Attn:  Chief Executive Officer

or to such other address as a party designates in a writing delivered to each of
the other parties hereto.

     5.8 Entire  Agreement.  This  Agreement and any documents  delivered by the
parties in connection herewith constitute the entire agreement and understanding
between the parties  with respect to the subject  matter  hereof and thereof and
supersede  all prior  agreements  and  understandings  between the parties  with
respect  thereto.  No  addition  to or  modification  of any  provision  of this
Agreement  shall be binding upon either party hereto  unless made in writing and
signed by both  parties  hereto.  The parties  hereto waive trial by jury in any
action at law or suit in equity based upon, or arising out of, this Agreement or
the subject matter hereof.

     5.9 Specific Performance.  The parties hereto agree that irreparable damage
would occur in the event that any of the  provisions  of this  Agreement was not
performed in accordance with its specific terms or was otherwise breached. It is
accordingly  agreed  that,  in addition to any other  remedy to which  Parent is
entitled at law or in equity,  Parent shall be entitled to injunctive  relief to
prevent  breaches of this  Agreement and to enforce  specifically  the terms and
provisions  hereof in any  Delaware  state  court or in any U.S.  federal  court
located in Delaware.

     5.10 Other  Agreements.  Nothing in this  Agreement  shall limit any of the
rights or remedies of Parent or any of the obligations of Stockholder  under any
other agreement.

     5.11  Construction.  This  Agreement has been  negotiated by the respective
parties hereto and their attorneys and the language hereof will not be construed
for or against either party.  Unless otherwise  indicated herein, all references
in this Agreement to "Sections" refer to sections of this Agreement.  The titles
and headings  herein are for reference  purposes only and will not in any manner
limit the construction of this Agreement which will be considered as a whole.


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     5.12 Margin Account.  Notwithstanding anything contained in this Agreement,
Stockholder  shall not be prohibited from depositing  Subject Shares in a margin
account.



                  [Remainder of page intentionally left blank.]


























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     IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be
executed as of the Agreement Date first written above.


PARENT                                       STOCKHOLDER
By:                                          Name:
   ---------------------------------              -----------------------------
                                                          (Please Print)
Title:                                       By:
      -------------------------------           --------------------------------
                                                          (Signature)
                                             Title:
                                                   ----------------------------
                                             Number of Shares Owned:___________
                                             Address:__________________________
                                                     __________________________
                                                     __________________________

                                             Facsimile:(_____)_________________











                  [Signature Page to Company Voting Agreement]


                                      -7-



                                                 EXHIBIT "1" TO VOTING AGREEMENT


                               IRREVOCABLE PROXY

     The undersigned  stockholder of The DII Group, Inc. a Delaware  corporation
(the  "Company"),  hereby  irrevocably (to the fullest extent  permitted by law)
appoints and constitutes  Michael E. Marks, Robert R.B. Dykes and/or Flextronics
International  Ltd.,  a  Singapore  company  ("Parent"),  and each of them,  the
attorneys and proxies of the  undersigned,  with full power of substitution  and
resubstitution,  to the fullest extent of the undersigned's  rights with respect
to (i) the shares of capital stock of Company owned by the undersigned as of the
date of this proxy,  which shares are  specified on the final page of this proxy
and (ii)  any and all  other  shares  of  capital  stock of  Company  which  the
undersigned may acquire after the date hereof.  (The shares of the capital stock
of Company  referred  to in clauses  (i) and (ii) of the  immediately  preceding
sentence  are  collectively  referred to as the  "Shares").  Upon the  execution
hereof,  all prior proxies given by the  undersigned  with respect to any of the
Shares  (other than any proxies  granted to Parent) are hereby  revoked,  and no
subsequent  proxies will be given with respect to any of the Shares,  except for
such proxies as the  undersigned  stockholder  may give in  connection  with the
Company's  Special Meeting of Stockholders  with respect to proposals or matters
unrelated to the Merger Agreement and the Merger.

     This proxy is  irrevocable,  is coupled  with an interest and is granted in
connection  with that  certain  Voting  Agreement,  dated as of the date hereof,
between Parent and the undersigned (the "Voting  Agreement"),  and is granted in
consideration of Parent entering into the Agreement and Plan of Merger, dated as
of November  22,  1999,  among  Parent,  Slalom  Acquisition  Corp.,  a Delaware
corporation  and  wholly-owned  subsidiary  of Parent,  and Company (the "Merger
Agreement"). Capitalized terms used but not otherwise defined in this proxy have
the meanings ascribed to such terms in the Merger Agreement.

     The attorneys  and proxies named above will be empowered,  and may exercise
this proxy, to vote the Shares at any time until the Expiration Date (as defined
in the Voting Agreement) at any meeting of the stockholders of Company,  however
called, or in any action by written consent of stockholders of Company:

          (i) in favor of the Merger Agreement and the Merger, the execution and
     delivery by Company of the Merger  Agreement,  the adoption and approval of
     the terms thereof and in favor of each of the other actions contemplated by
     the Merger  Agreement,  and any action  required in furtherance  hereof and
     thereof; and

          (ii) in favor of the waiver (by  amendment  of any such  agreement  or
     otherwise), effective immediately prior to the effectiveness of the Merger,
     of any rights of first  refusal,  rights of first offer,  rights of notice,
     rights of  co-sale,  tag-along  rights,  information  rights,  registration
     rights,  preemptive rights, rights of redemption or repurchase,  or similar
     rights of  Stockholder  under any agreement,  arrangement or  understanding
     applicable to the Shares, to the





extent  that  the  same  may  apply  to the  Merger  or  any  other  actions  or
transactions contemplated by the Merger Agreement.

     The  undersigned  stockholder  may vote the Shares on all other matters not
described in the foregoing subparagraphs (i) and (ii) above.

     Prior to the  Expiration  Date  (as  such  term is  defined  in the  Voting
Agreement),  at any meeting of the stockholders of Company,  however called, and
in any action by written consent of  stockholders of Company,  the attorneys and
proxies named above may, in their sole discretion,  elect to abstain from voting
on any matter covered by the foregoing subparagraphs (i) and (ii) above.

     This proxy and any obligation of the undersigned hereunder shall be binding
upon the  heirs,  successors  and  assigns  of the  undersigned  (including  any
transferee of any of the Shares).

     This proxy  shall  terminate  upon the  Expiration  Date (as defined in the
Voting Agreement).



Dated: November ___, 1999


                                        Name:
                                              ---------------------------------
                                        By:
                                            -----------------------------------

                                        Title (If Applicable):_________________


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