SecProbe.io

CORRESP
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corresp

[Plexus letterhead]

January 26, 2005

VIA EDGAR AND FACSIMILE (202) 942-9638

Abby Adams, Esq.

Division of Corporation Finance

Securities and Exchange Commission

450 5th Street, N.W.

Judiciary Plaza

Washington DC 20549

              RE:
    Plexus Corp Corp.

Commission File No. 000-14824

Dear Ms. Adams:

     This letter responds to the comments which Commission Staff made in its letter dated January
25, 2005 to me as Plexus Corp.’s chief legal officer and secretary, relating to Plexus’
supplemental proxy materials. Comments are made in response to the numbered paragraphs in your
letter. For convenient reference, a copy of your letter is attached to the delivered copy of this
letter.

    Comment

    No.

    Plexus Response

    1

    If the occasion should ever arise in the future, we note this comment.

    2

    Plexus became aware that a representative of some institutional
shareholders was concerned that one section of the proposed Plan
could be read to permit the “repricing” of stock awards which would
be granted under the Plan. Plexus believes that this interpretation
is wrong — the Plan consciously excludes language (which had been in
prior Plexus option plans) authorizing a repricing substitution and
in Section 4 the Plan specifically does not permit such a repricing.
The proxy materials reflect that repricing is not permitted (p. 16).
Nonetheless, notwithstanding Plexus’ belief that the Plan is clear,
it appeared that the other party’s misinterpretation could best be
addressed by a commitment for the Board to consider a proviso that
would confirm the prohibition a second time in the Plan.

    Plexus then considered the optimal way to address such a
clarification. Since the proviso would be fully consistent with the
Plan as proposed and would not constitute a material change, and
would not in any way increase potential benefits under the Plan,
Plexus does not believe that the proxy materials sent to

Abby Adams, Esq.

January 26, 2005

Page 2

    Comment

    No.

    Plexus Response

    shareholders
are misleading or deficient, whether or not the proviso is added
later (although we fully expect it to be). To avoid both the
possibility of any technical issues under state corporate law and/or
the expense of possible additional mailings, we determined that
having the Board consider the proviso after adoption was the optimal
method of addressing the matter. However, since a copy of this
letter was being provided to the shareholder representative, even
though the matter was in Plexus’ view immaterial, Plexus determined
that filing the letter as additional proxy material was appropriate.

*     *     *

     On behalf of Plexus Corp., and as requested in your letter, we acknowledge that:

    •
    Plexus Corp. is responsible for the adequacy and accuracy of the
disclosure in its filings;

    •
    staff comments or changes in disclosure in response to staff comments in
the filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing; and

    •
    Plexus Corp. may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

     We trust that you will find this letter responsive to your comments. Please feel free to
contact me at (920) 751-3311, or Ken Hallett of Quarles & Brady LLP, our outside counsel, at (414)
277-5345 if you have any questions or need further information.

    Very truly yours,

PLEXUS CORP.

    By:
    /s/ Joseph D. Kaufman

    Joseph D. Kaufman

    Chief Legal Officer and Secretary

cc: Kenneth V. Hallett, Esq.