S-8

As filed with the Securities and Exchange Commission on February 13, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Flextronics International Ltd.
(Exact Name of Registrant as Specified in Its Charter)

Singapore
(State or Other Jurisdiction
of Incorporation or Organization) Not Applicable
(I.R.S. Employer
Identification No.)

36 Robinson Road #18-01, City House, Singapore 068877
(Address of Principal Executive Offices)

Registrant’s 2002 Interim Incentive Plan
(Full Title of the Plan)

Michael E. Marks
Chief Executive Officer
Flextronics International Ltd.
36 Robinson Road #18-01
City House, Singapore 068877
(65) 6299-8888
(Name, Address and Telephone Number of Agent For Service)

Copies to:

Timothy Stewart, Esq.
Flextronics International Ltd.
c/o Flextronics International USA, Inc.
2090 Fortune Drive
San Jose, CA 95131 David K. Michaels, Esq.
Cynthia E. Garabedian, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041

CALCULATION OF REGISTRATION FEE

Title of	Amount		Proposed Maximum			Proposed
Securities	to be		Offering Price			Maximum Aggregate		Amount of
to be Registered	Registered		Per Share			Offering Price		Registration Fee
Ordinary Shares, S$0.01 par value		20,000,000	$	7.54	(1)	$	150,800,000	$	13,874

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on the Nasdaq National Market on February 12, 2003.

TABLE OF CONTENTS

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.02
EXHIBIT 5.01
EXHIBIT 15.01
EXHIBIT 23.03

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains audited financial statements as of March 31, 2001 and 2002, and for each of the fiscal years in the three-year period ended March 31, 2002;
(b)	the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2002, September 30, 2002 and December 31, 2002, filed pursuant to Section 13(a) of the Exchange Act; and
(c)	the description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A filed with the Commission under Section 12(g) of the Exchange Act.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article 155 of the Registrant’s Articles of Association provides that, subject to the Singapore Companies Act, every director or other officer shall be entitled to be indemnified by the Registrant against all liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Registrant and in which judgment is given in his favor, or the proceedings otherwise disposed of without finding or admission of any material breach of duty; in which he is acquitted; or in connection with any application under any statute for relief from liability for any act or omission in which relief is granted to him by the court.

     In addition, no director or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, joining in any receipt or other act for conformity, or for any loss or expense happening to the Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security upon which any of the moneys of the Registrant are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss or misfortune which happens in the execution of his duties, unless the same happens through his own negligence, willful default, breach of duty or breach of trust.

     Section 172 of the Companies Act prohibits a company from indemnifying its directors or officers against liability which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust of

which they may be guilty relating to the company. However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such liability except where the liability arises out of conduct involving dishonesty or a willful breach of duty, or (b) indemnifying such officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application in relation to liability in which relief is granted to him by the court.

     The Registrant has entered into indemnification agreements with its officers and directors. These indemnification agreements provide the Registrant’s officers and directors with indemnification to the maximum extent permitted by the Companies Act. The Registrant has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Companies Act.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

		Incorporated By Reference
							Filed
Exhibit				Filing	Exhibit		Herewith
No.	Exhibit	Form	File No.	Date	No.
4.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01		3.1
4.02	Registrant’s 2002 Interim Incentive Plan, together with forms of Notice of Grant of Stock Option, Share Option Agreement and Share Option Exercise Agreement.						X
4.03	Indenture dated as of October 15, 1997 between Registrant and State Street Bank and Trust Company of California, N.A., as trustee.	8-K	000-23354	10-22-97		10.1
4.04	U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.	10-Q	000-23354	08-14-00		4.1
4.05	Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.	10-Q	000-23354	08-14-00		4.2
4.06	Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*	10-K	000-23354	05-03-02		4.04
4.07	Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and	10-K	000-23354	05-03-02		4.05

	Fleet National Bank, as the issue of letters of credit.*
5.01	Opinion of Allen & Gledhill.	X
15.01	Letter in lieu of consent from Deloitte & Touche LLP, dated February 6, 2003 regarding unaudited interim financial information.	X
23.01	Consent of Allen & Gledhill (included in Exhibit 5.01).	X
23.02	Consent of Arthur Andersen LLP.**
23.03	Consent of Deloitte & Touche LLP.	X
24.01	Power of Attorney (see page 2).	X

*	Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
**	Omitted in reliance on Rule 437a under the Securities Act of 1933.

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or

controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 13th day of February, 2003.

FLEXTRONICS INTERNATIONAL LTD.
By:	/s/ Michael E. Marks       Michael E. Marks       Chief Executive Officer and       Authorized U.S. Representative

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael E. Marks and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including any and all amendments, including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael E. Marks       Michael E. Marks	Chief Executive Officer (principal executive officer)	February 13, 2003
/s/ Robert R.B. Dykes       Robert R.B. Dykes	President, Systems Group and Chief Financial Officer (principal financial officer)	February 13, 2003
/s/ Thomas J. Smach       Thomas J. Smach	Vice President, Finance (principal accounting officer)	February 13, 2003
/s/ Michael J. Moritz       Michael J. Moritz	Director	February 13, 2003
Richard L. Sharp	Chairman of the Board
Patrick Foley	Director
/s/ Goh Thiam Poh Tommie       Goh Thiam Poh Tommie	Director	February 13, 2003

EXHIBIT INDEX

		Incorporated By Reference
							Filed
Exhibit				Filing	Exhibit		Herewith
No.	Exhibit	Form	File No.	Date	No.
4.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01		3.1
4.02	Registrant’s 2002 Interim Incentive Plan, together with forms of Notice of Grant of Stock Option, Share Option Agreement and Share Option Exercise Agreement.						X
4.03	Indenture dated as of October 15, 1997 between Registrant and State Street Bank and Trust Company of California, N.A., as trustee.	8-K	000-23354	10-22-97		10.1
4.04	U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.	10-Q	000-23354	08-14-00		4.1
4.05	Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.	10-Q	000-23354	08-14-00		4.2
4.06	Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*	10-K	000-23354	05-03-02		4.04
4.07	Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*	10-K	000-23354	05-03-02		4.05
5.01	Opinion of Allen & Gledhill.						X
15.01	Letter in lieu of consent from Deloitte & Touche LLP, dated February 6, 2003 regarding unaudited interim financial information.						X
23.01	Consent of Allen & Gledhill (included in Exhibit 5.01).						X
23.02	Consent of Arthur Andersen LLP.**
23.03	Consent of Deloitte & Touche LLP.						X
24.01	Power of Attorney (see page 2).						X

*	Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
**	Omitted in reliance on Rule 437a under the Securities Act of 1933.

EX-4.02 3 f87553exv4w02.htm EXHIBIT 4.02

Exhibit - 4.02

FLEXTRONICS INTERNATIONAL LTD.

2002 INTERIM INCENTIVE PLAN

As Adopted May 6, 2002

     1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company’s future performance through awards of Options and Share Bonuses. Capitalized terms not defined in the text are defined in Section 20.

     2. SHARES SUBJECT TO THE PLAN.

          2.1 Number of Shares Available. Subject to Sections 2.2 and 15, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 20,000,000 Shares plus Shares that are subject to: (a) issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) issuance pursuant to a Share Bonus but cease to be subject to such Share Bonus for any reason other than issuance pursuant to such Share Bonus; and (c) an Award that otherwise terminates without Shares being issued. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan.

          2.2 Adjustment of Shares. Should any change be made to the Shares issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and price per Share in effect under each Award outstanding under Sections 5 and 6. Such adjustments to the outstanding Awards are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such Awards, provided, however, that (i) fractions of a Share will not be issued but will be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share, as determined by the Committee, and (ii) in the case of an Option granted under Section 5, no such adjustment shall be made if as a result, the Exercise Price would fall below the par value of a Share and if such adjustment would but for this paragraph (ii) result in the Exercise Price being less than the par value of a Share, the Exercise Price payable shall be the par value of a Share. The adjustments determined by the Committee shall be final, binding and conclusive.

     3. ELIGIBILITY. All Awards may be granted to employees, officers and directors of the Company or any Parent or Subsidiary of the Company, provided however, that non-executive directors of the Company shall be eligible for the grant of Awards only to the extent permitted by, and subject to compliance with, all applicable laws and regulations. A person may be granted more than one Award under this Plan. Awards granted to officers and non-employee directors may not exceed in the aggregate forty-nine percent (49%) of all Shares that are reserved for grant under this Plan.

     4. ADMINISTRATION.

          4.1 Committee Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. The Committee will have the authority to:

(a)	construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;
(b)	prescribe, amend and rescind rules and regulations relating to this Plan or any Award;

(c)	select persons to receive Awards;
(d)	determine the form and terms of Awards;
(e)	determine the number of Shares or other consideration subject to Awards;
(f)	determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;
(g)	grant waivers of Plan or Award conditions;
(h)	determine the vesting, exercisability and payment of Awards;
(i)	correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;
(j)	determine whether an Award has been earned; and
(k)	make all other determinations necessary or advisable for the administration of this Plan.

          4.2 Committee Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company.

     5. OPTIONS. The Committee may grant Options that are Nonqualified Stock Options (“NQSOS”) to eligible persons and will determine the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:

          5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as a NQSO (“SHARE OPTION AGREEMENT”), and, except as otherwise required by the terms of Section 7 hereof, will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.

          5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified by the Committee. The Share Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

          5.3 Exercise Period. Options may be exercisable within the times or upon the events determined by the Committee as set forth in the Share Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no Option granted to a person who is not an employee of the Company or any Parent or Subsidiary of the Company on the date of grant of that Option will be exercisable after the expiration of five (5) years from the date the Option is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

2

          5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted. In no event may the Exercise Price of an Option be less than the par value of the Shares. Payment for the Shares purchased may be made in accordance with Section 7 of this Plan.

          5.5 Method of Exercise.

(a)	Options may be exercised only by delivery to the Company (or as the Company may direct) of a written share option exercise agreement (the “EXERCISE AGREEMENT”) (in the case of a written Exercise Agreement, in the form approved by the Board or the Committee, which need not be the same for each Participant), in each case stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being purchased.
(b)	A written Exercise Agreement may be communicated electronically through the use of such security device (including, without limitation, any logon identifier, password, personal identification number, smartcard, digital certificate, digital signature, encryption device, electronic key, and/or other code or any access procedure incorporating any one or more of the foregoing) as may be designated by the Board or the Committee for use in conjunction with the Plan from time to time (“SECURITY DEVICE”), or via an electronic page, site, or environment designated by the Company which is accessible only through the use of such Security Device, and such written Exercise Agreement shall thereby be deemed to have been sent by the designated holder of such Security Device. The Company (or its agent) may accept and act upon any written Exercise Agreement issued and/or transmitted through the use of the Participant’s Security Device (whether actually authorized by the Participant or not) as his authentic and duly authorized Exercise Agreement and the Company (or its agent) may treat such Exercise Agreement as valid and binding on the Participant notwithstanding any error, fraud, forgery, lack of clarity or misunderstanding in the terms of such Exercise Agreement. All written Exercise Agreements issued and/or transmitted through the use of the Participant’s Security Device (whether actually authorized by the Participant or not) are irrevocable and binding on the Participant upon transmission to the Company (or as the Company may direct) and the Company (or its agent) shall be entitled to effect, perform or process such Exercise Agreement without the Participant’s further consent and without further reference to the Participant.
(c)	The Company’s records of the Exercise Agreements (whether delivered or communicated electronically or in printed form), and its record of any transactions maintained by any relevant person authorized by the Company relating to or connected with the Plan, whether stored in audio, electronic, printed or other form, shall be binding and conclusive on the Participant and shall be conclusive evidence of such Exercise Agreements and/or transactions. All such records shall be admissible in evidence and, in the case of a written Exercise Agreement which has been communicated electronically, the Participant shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or were produced by or are the output of a computer system, and the Participant waives any of his rights (if any) to so object.

          5.6 Termination. Notwithstanding the exercise periods set forth in the Share Option Agreement, exercise of an Option will always be subject to the following:

3

(a)	If the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by the Committee), but in any event no later than the expiration date of the Options.
(b)	If the Participant is Terminated because of the Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by the Committee), but in any event no later than the expiration date of the Options.
(c)	If the Participant is Terminated for Cause, then the Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee (but in any event, no later than the expiration date of the Options).

          5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent the Participant from exercising the Option for the full number of Shares for which it is then exercisable.

          5.8 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted, and provided further that the exercise period of any Option may not in any event be extended beyond the periods specified in Section 5.3.

     6. SHARE BONUSES. The Committee may grant Share Bonuses and will determine the number of Shares subject to the Share Bonus, the Purchase Price of the Shares subject to the Share Bonus, and all other terms and conditions of the Share Bonus, subject to the following:

          6.1 Awards of Share Bonuses. Share Bonuses may be awarded pursuant to an Award Agreement (the “SHARE BONUS AGREEMENT”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Share Bonuses provide the Participant with the right to receive a specified number of Shares at the end of a specified vesting period, or periods, not to exceed, in the case of Participants who are employees of the Company or any Parent or Subsidiary of the Company, ten (10) years from the date of grant of the Share Bonus, and, in the case of Participants who are not employees of the Company or any Parent or Subsidiary of the Company, five (5) years from the date of grant of the Share Bonus (“VESTING PERIODS”) upon receipt of the Purchase Price, and may provide that such number will be increased, or the right to receive Shares accelerated, upon the satisfaction of specified performance goals. Share Bonuses may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent or Subsidiary and/or individual performance factors or upon such other criteria as the Committee may determine.

          6.2 Terms of Share Bonuses. The Committee will determine the number of Shares to be awarded to the Participant pursuant to a Share Bonus. If the Share Bonus is being earned upon the satisfaction of performance goals pursuant to a Share Bonus Agreement, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each Share Bonus; (b) determine the applicable performance goals and Performance Factors, if any; (c) determine the total number of Shares that may be awarded to the Participant, (d)

4

determine the number of Shares that will be issued in each Performance Period and the effect thereon of the satisfaction of the Performance Factors, including any provision for acceleration of issuance of Shares, or increase in the number of such Shares, and (e) determine whether any payment will be required for the issuance of such Shares other than satisfaction of the Performance Factors and the payment of the Purchase Price.

          The Committee shall, as soon as practicable after the end of each Vesting Period or, as the case may be, Performance Period, determine the extent to which the Share Bonuses have vested or have been earned, and shall thereafter procure the allotment and issuance to the Participant of the Shares to the extent vested and/or earned against payment of the Purchase Price. Performance Periods may overlap and Participants may participate simultaneously with respect to Share Bonuses that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the Share Bonuses to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

          6.3 Date of Grant. The date of grant of a Share Bonus will be the date on which the Committee makes the determination to grant such Share Bonus, unless otherwise specified by the Committee. The Share Bonus Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Share Bonus.

          6.4 Purchase Price. The Purchase Price for each Share subject to a Share Bonus will be equal to the par value of each such Share. Payment of the Purchase Price for the Shares subject to a Share Bonus may be made in accordance with Section 7 of this Plan.

          6.5 Termination. The Share Bonus and all of the Company’s obligations and the Participant’s rights under the Plan and the Share Bonus Agreement (except the right to receive Shares already vested and Shares already earned), shall terminate on the earlier of the Participant’s Termination Date or the date when all the Shares have been allotted and issued.

          6.6 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Share Bonuses and authorize the grant of new Share Bonuses in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Share Bonus previously granted.

     7. PAYMENT FOR SHARE PURCHASES.

          7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:

(a)	by cancellation of indebtedness of the Company to the Participant;
(b)	by waiver of compensation due or accrued to the Participant for services rendered;
(c)	with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s Shares exists:

(1) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD DEALER”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or

5

(2)  through a “margin” commitment from the Participant and a NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company;

(d)	conversion of a convertible note issued by the Company, the terms of which provide that it is convertible into Shares issuable pursuant to the Plan (with the principal amount and any accrued interest being converted and credited dollar for dollar to the payment of the Exercise Price or, as the case may be, the Purchase Price);
(e)	by the Company, as permitted by applicable laws; or
(f)	by any combination of the foregoing.

     8. WITHHOLDING TAXES. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.

     9. TRANSFERABILITY.

          9.1 Except as otherwise provided in this Section 9, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by a Participant, and may not be made subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution or as determined by the Committee and set forth in the Award Agreement with respect to Awards. Notwithstanding the foregoing, (i) Participants may transfer or assign their Awards to Family Members through a gift or a domestic relations order (and not in a transfer for value), and (ii) if the terms of the applicable instrument evidencing the grant of an Award so provide, Participants who reside outside of the United States and Singapore may assign their Awards to a financial institution outside of the United States and Singapore that has been approved by the Committee, in accordance with the terms of the applicable instrument. The Participant shall be solely responsible for effecting any such assignment, and for ensuring that such assignment is valid, legal and binding under all applicable laws. The Committee shall have the discretion to adopt such rules as it deems necessary to ensure that any assignment is in compliance with all applicable laws.

          9.2 NQSOs. Unless otherwise restricted by the Committee, an NQSO shall be exercisable: (i) during the Participant’s lifetime only by (A) the Participant, (B) the Participant’s guardian or legal representative, (C) a Family Member of the Participant who has acquired the NQSO by “permitted transfer;” as defined below, (ii) by a transferee that is permitted pursuant to clause (ii) of Section 9.1, for such period as may be authorized by the terms of the applicable instrument evidencing the grant of the applicable Option, or by the Committee, and (iii) after Participant’s death, by the legal representative of the Participant’s heirs or legatees. “Permitted transfer” means any transfer of an interest in such NQSO by gift or domestic relations order effected by the Participant during the Participant’s lifetime. A permitted transfer shall not include any transfer for value; provided that the following shall be permitted transfers and shall not be considered to be transfers for value: (a) a transfer under a domestic relations order in settlement of marital property rights or (b) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members or the Participant in exchange for an interest in that entity.

     10. PRIVILEGES OF SHARE OWNERSHIP. No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

6

     11. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such share transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

     12. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time and subject to compliance with all applicable laws and regulations, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time and subject to compliance with all applicable laws and regulations buy from a Participant an Award previously granted with payment in cash, Shares or other consideration, based on such terms and conditions as the Committee and the Participant may agree.

     13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

     14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

     15. CORPORATE TRANSACTIONS.

          15.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative share holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction (each, a “CORPORATE TRANSACTION”), each Option which is at the time outstanding under this Plan shall automatically accelerate so that each such Option shall, immediately prior to the specified effective date for the Corporate Transaction, become fully exercisable with respect to the total number of Shares at the time subject to such Option and may be exercised for all or any portion of such Shares. However, subject to the specific terms of a Participant’s Award Agreement, an outstanding Option under this Plan shall not so accelerate if and to the extent: (i) such Option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation or parent thereof or to be replaced with a comparable Option to purchase shares of the capital share of the successor corporation or parent thereof, (ii) such Option is to be replaced with a cash incentive program of the successor corporation which preserves the Option spread existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such

7

Option or (iii) the acceleration of such Option is subject to other limitations imposed by the Committee at the time of the Option grant. The determination of Option comparability under clause (i) above shall be made by the Committee, and its determination shall be final, binding and conclusive.

          15.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 15 or other specific terms of a Participant’s Award Agreement, in the event of the occurrence of any Corporate Transaction described in Section 15.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

          15.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Exercise Price and the number and nature of Shares issuable upon exercise of any such Option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing Option, such new Option may be granted with a similarly adjusted Exercise Price.

     16. ADOPTION. This Plan will become effective on the date on which the Board adopts the Plan (the “EFFECTIVE DATE”).

     17. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of California.

     18. AMENDMENT OR TERMINATION OF PLAN. The Board has complete and exclusive power and authority to amend or modify the Plan (or any component thereof) in any or all respects whatsoever. However, no such amendment or modification shall adversely affect rights and obligations with respect to Awards at the time outstanding under the Plan, unless the Participant consents to such amendment.

          The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan.

     19. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of share options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

     20. DEFINITIONS. As used in this Plan, the following terms will have the following meanings:

          “AWARD” means any Options or Share Bonuses granted under this Plan.

          “AWARD AGREEMENT” means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award.

          “BOARD” means the Board of Directors of the Company.

          “CAUSE” means (a) the commission of an act of theft, embezzlement, fraud, dishonesty, (b) a breach of fiduciary duty to the Company or a Parent or Subsidiary of the Company or (c) a failure to materially perform the customary duties of the employee’s employment.

8

          “CODE” means the Internal Revenue Code of 1986, as amended.

          “COMMITTEE” means the Compensation Committee of the Board.

          “COMPANY” means Flextronics International Ltd. or any successor corporation.

          “DISABILITY” means total and permanent disability as defined in Section 22(e)(3) of the Code.

          “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

          “EXERCISE PRICE” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.

          “FAIR MARKET VALUE” means, as of any date, the value of the Shares determined as follows:

(a)	if such Shares are then quoted on the Nasdaq National Market, the closing price of such Shares on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal;
(b)	if such Shares are publicly traded and are then listed on a national securities exchange, the closing price of such Shares on the date of determination on the principal national securities exchange on which the Shares are listed or admitted to trading as reported in The Wall Street Journal;
(c)	if such Shares are publicly traded but are not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or
(d)	if none of the foregoing is applicable, by the Committee in good faith.
“FAMILY MEMBER” includes any of the following:
(a)	child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption;
(b)	any person (other than a tenant or employee) sharing the Participant’s household;
(c)	a trust in which the persons in (a) and (b) have more than fifty percent of the beneficial interest;
(d)	a foundation in which the persons in (a) and (b) or the Participant control the management of assets; or
(e)	any other entity in which the persons in (a) and (b) or the Participant own more than fifty percent of the voting interest.

          “INSIDER” means an officer or director of the Company or any other person whose transactions in the Company’s Shares are subject to Section 16 of the Exchange Act.

          “OPTION” means an award of an option to purchase Shares pursuant to Sections 5.

9

           “PARENT” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns shares possessing more than 50% of the total combined voting power of all classes of shares in one of the other corporations in such chain.

          “PARTICIPANT” means a person who receives an Award under this Plan.

          “PERFORMANCE FACTORS” means such factors as may be selected by the Committee, in it sole discretion, including, but not limited to, the following measures, to determine whether the performance goals established by the Committee and applicable to Awards have been satisfied:

(a)	Net revenue and/or net revenue growth;
(b)	Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;
(c)	Operating income and/or operating income growth;
(d)	Net income and/or net income growth;
(e)	Earnings per share and/or earnings per share growth;
(f)	Total shareholder return and/or total shareholder return growth;
(g)	Return on equity;
(h)	Operating cash flow return on income;
(i)	Adjusted operating cash flow return on income;
(j)	Economic value added;
(k)	Cash conversion cycle;
(l)	Return on Invested Capital; and
(k)	Individual confidential business objectives.

     It is in the sole discretion of the Committee to determine if any extraordinary, unusual or one-time charges are to be included or excluded in such Performance Factors.

          “PERFORMANCE PERIOD” means the period of service determined by the Committee, not to exceed five years, during which years of service or performance is to be measured for Share Bonuses.

          “PLAN” means this Flextronics International Ltd. 2002 Interim Incentive Plan, as amended from time to time.

          “PURCHASE PRICE” means the price at which a holder of a Share Bonus may purchase the Shares issuable pursuant to the Share Bonus.

          “SEC” means the Securities and Exchange Commission.

          “SECURITIES ACT” means the Securities Act of 1933, as amended.

10

          “SHARES” means ordinary shares of par value S$0.01 each in the capital of the Company reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 15, and any successor security.

          “SHARE BONUS” means an award of Shares pursuant to Section 6.

          “SUBSIDIARY” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns shares possessing more than 50% of the total combined voting power of all classes of shares in one of the other corporations in such chain.

          “TERMINATION” or “TERMINATED” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer or director to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Share Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “TERMINATION DATE”).

11

NO.________

FLEXTRONICS INTERNATIONAL LTD.

NOTICE OF GRANT OF STOCK OPTION
2002 INTERIM INCENTIVE PLAN

          This Notice of Grant of Stock Option (the “Notice”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Flextronics International Ltd., a Singapore corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2002 Interim Incentive Plan (the “Plan”) and Share Option Agreement.

Participant:
Total Option Shares:
Exercise Price Per Share:
Date of Grant:
First Vesting Date:
Expiration Date:
Type of Stock Option:
Exercisability:	Exercisable as Vest
Vesting Schedule:	Provided Participant continues to provide services to the Company or to any Parent or Subsidiary of the Company, the shares issuable upon exercise of this Option will become vested with respect to twenty-five percent (25%) of the Total Option Shares on the First Vesting Date set forth above and thereafter on the same date of each succeeding month after the First Vesting Date with respect to the balance of the Total Option Shares in a series of thirty-six (36) equal and successive monthly installments until vested with respect to one hundred percent (100%) of the Total Option Shares.

     Participant understands and agrees that this Option is granted subject to and in accordance with the express terms and conditions of the Plan. Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of the Share Option Agreement referred to as the 2002 Interim Incentive Plan . Participant also acknowledges receipt of a copy of the official Plan referred to as the 2002 Interim Incentive Plan. The 2002 Interim Incentive Plan is available on the Corporate website and Participant hereby agrees that said Plan is deemed delivered to the Participant. The Plan is also available at the offices of the Company.

FLEXTRONICS INTERNATIONAL LTD.

By: _____________________________________

Title: _____________________________________

________________________________________
PARTICIPANT SIGNATURE                    DATE

No._____

FLEXTRONICS INTERNATIONAL LTD.
2002 INTERIM INCENTIVE PLAN
SHARE OPTION AGREEMENT

          1.     Grant of Option. Flextronics International Ltd. (the “Company”) hereby grants to Participant an option (this “Option”) to purchase the total number of Shares set forth in the Notice of Grant of Stock Option (the “Notice”) as Total Option Shares at the Exercise Price Per Share set forth in the Notice (the “Exercise Price”), subject to all of the terms and conditions of this Agreement, the Notice and the 2002 Interim Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

          2.     Vesting; Exercise Period.

               2.1 Vesting of Right to Exercise Option. This Option shall be exercisable as indicated in the Notice. Subject to the terms and conditions of the Plan, the Notice and this Agreement, this Option shall vest and become exercisable as to portions of the Shares pursuant to the Vesting Schedule specified in the Notice. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become vested for the full remainder of the Shares. This Option shall cease to vest upon Participant’s Termination and Participant shall in no event be entitled under this Option to purchase a number of Shares greater than the Total Option Shares as set forth in the Notice.

               2.2 Expiration. This Option shall expire on the Expiration Date set forth in the Notice and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 3. Provided that, in the event that this Option is assigned with respect to any Shares to a financial institution in accordance with Section 6, then the Option insofar as it relates to the Shares so assigned shall expire at the close of business on the third trading day after the date of such assignment.

          3.     Termination.

               3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason except Participant’s death, Disability or Cause, then this Option, to the extent (and only to the extent) that it is vested in accordance with the schedule set forth in the Notice on the Termination Date, may be exercised by the Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date.

               3.2 Termination Because of Death or Disability. If Participant is Terminated because of death or Disability of Participant (or the Participant dies within three (3) months after Termination other than for Cause or because of Disability), then this Option, to the extent that it is vested in accordance with the schedule set forth in the Notice on the Termination Date, may be exercised by Participant (or Participant’s legal representative or authorized assignee) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date.

               3.3 Termination for Cause. If Participant is Terminated for Cause, this Option will expire on the Participant’s Termination Date.

               3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

          4.     Manner of Exercise.

               4.1 Share Option Exercise Agreement. To exercise this Option, Participant (or any assignee of Participant permitted under this Option, or in the case of exercise after Participant’s death, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed share option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Company from time to time (the “Exercise Agreement”), which shall set forth, inter alia, Participant’s election to exercise this Option, the number of Shares being purchased, any restrictions imposed on the Shares and any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option.

               4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. This Option may not be exercised as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable.

               4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased in cash (by check), or where permitted by law:

(a)	by cancellation of indebtedness of the Company to the Participant;
(b)	by waiver of compensation due or accrued to Participant for services rendered;
(c)	provided that a public market for the Shares exists: (1) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise this Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; or (2) through a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(d)	by any combination of the foregoing.

               4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of this Option, Participant must pay or provide for any applicable federal or state withholding obligations of the Company. If the Committee permits, and subject to compliance with all applicable laws and regulations, Participant may provide for payment of withholding taxes upon exercise of this Option by requesting that the Company withhold from the Shares to be issued that number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld. In such case, the Company shall only issue the net number of Shares to the Participant by deducting the Shares withheld from the Shares issuable upon exercise.

               4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto.

          5.     Compliance with Laws and Regulations. The exercise of this Option and the issuance and allotment of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on

2

which the Shares may be listed at the time of such issuance or allotment. Participant understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

          6.     Nontransferability of Option. Except as set forth in Section 9.1 of the Plan, this Option may not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of Participant only by Participant. In the event that the Participant assigns this Option (but only with respect to the Shares for which the Option is then exercisable pursuant to Section 2.1) to a financial institution outside the United States and Singapore approved by the Company, the Participant shall upon such assignment deliver to the Company a Notice of Assignment in the form of Exhibit B hereto, upon receipt of which the Company may issue to the Participant a letter confirming the balance number (if any) of the Shares comprised in this Option following such assignment. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of Participant.

          7.     Tax Consequences. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

               7.1 Exercise of Nonqualified Share Option. If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

               7.2 Disposition of Shares. The following tax consequences may apply upon disposition of the Shares.

                    (a) Nonqualified Share Options. If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long-term capital gain.

                    (b) Withholding. The Company may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.

          8.     Privileges of Share Ownership. Participant shall not have any of the rights of a shareholder with respect to any Shares until Participant exercises this Option and pays the Exercise Price.

          9.     Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant.

          10.     Entire Agreement. The Plan is incorporated herein by reference. This Agreement, the Notice, the Plan and the Exercise Agreement constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter.

          11.     Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Treasurer of the Company at its principal corporate offices at 2090 Fortune Drive, San Jose, California 95131. Any notice required to be given or delivered to

3

Participant shall be in writing and addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by fax or telecopier.

          12.     Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

          13.     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

          14.     Acceptance. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that the Company has advised Participant to consult a tax advisor prior to such exercise or disposition.

[The remainder of this page is intentionally left blank.]

4

          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in duplicate by its duly authorized representative and Participant has executed this Agreement in duplicate as of the Date of Grant as set forth in the Notice.

FLEXTRONICS INTERNATIONAL LTD	PARTICIPANT
By:
	(Signature)
(Please print name)	(Please print name)
(Please print title)

5

Exhibit A

FLEXTRONICS INTERNATIONAL LTD.
2002 INTERIM INCENTIVE PLAN (the "Plan")
SHARE OPTION EXERCISE AGREEMENT

I hereby elect to purchase the number of Ordinary Shares of Flextronics International Ltd. (the “Company”) as set forth below:

Participant (and/or assignee):	Number of Shares Purchased:
Social Security Number:	Purchase Price per Share:
Address:	Aggregate Purchase Price:
	Date of Option Agreement:
Type of Option:         Nonqualified Option	Exact Name of Title to Shares:

1.     Delivery of Purchase Price. Participant (and/or assignee) hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Notice of Grant of Stock Option (the “Notice”) and the Share Option Agreement (the “Option Agreement”), as follows (check as applicable and complete):

o in cash (by check) in the amount of $     , receipt of which is acknowledged by the Company;

o by cancellation of indebtedness of the Company to Participant in the amount of $     ;

o by the waiver hereby of compensation due or accrued to Participant for services rendered in the amount of $     ;

o through a “same-day-sale” commitment, delivered herewith, from Participant and the NASD Dealer named therein, in the amount of $     ; or

o through a “margin” commitment, delivered herewith from Participant and the NASD Dealer named therein, in the amount of $     

2.     Market Standoff Agreement. Participant (and/or assignee), if requested by the Company and an underwriter of Ordinary Shares (or other securities) of the Company, agrees not to sell or otherwise transfer or dispose of any Ordinary Shares (or other securities) of the Company held by Participant (and/or assignee) during the period requested by the managing underwriter following the effective date of a registration statement of the Company filed under the Securities Act, provided that all officers and directors of the Company are required to enter into similar agreements. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the foregoing restriction until the end of such period.

3.     Tax Consequences. PARTICIPANT UNDERSTANDS THAT PARTICIPANT (AND/OR ASSIGNEE) MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S (AND/OR ASSIGNEE’S) PURCHASE OR DISPOSITION OF THE ORDINARY SHARES. PARTICIPANT (AND/OR ASSIGNEE) REPRESENTS THAT PARTICIPANT (AND/OR ASSIGNEE) HAS CONSULTED WITH ANY TAX CONSULTANT(S) PARTICIPANT (AND/OR ASSIGNEE) DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT PARTICIPANT (AND/OR ASSIGNEE) IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4.     Entire Agreement. The Plan, the Notice and the Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan, the Notice and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Participant with respect to the subject matter hereof, and are governed by California law except for that body of law pertaining to choice of law or conflict of law.

Date:
	Signature of Participant (and/or assignee)

EXHIBIT B

NOTICE OF ASSIGNMENT
(To be signed Only Upon Assignment of Option)

Flextronics International Ltd.
36 Robinson Road #18-01
City House, Singapore 06887

     The undersigned, the holder of an option (the “Option”) to purchase an aggregate of      ordinary shares of S$0.01 each (“Option Shares”) in the capital of Flextronics International Ltd. (the “Company”) pursuant to a Share Option Agreement dated      and entered into between the undersigned and the Company, hereby gives the Company notice that the undersigned has by an assignment dated      (the “Assignment”) assigned absolutely to      of      (the “Assignee”), the option to subscribe for an aggregate of       Option Shares comprised in the Option (the “Assigned Option”).

     The undersigned hereby certifies that, unless the Assignment is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the undersigned hereby further certifies as follows:

     (1)  Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:

          (A) the undersigned is not a distributor of the Assigned Option, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;

          (B) the Assignment is not made to a person in the United States;

          (C) at the time the buy order was originated, the Assignee was outside the United States or the undersigned and any person acting on his or her behalf reasonably believed that the Assignee was outside the United States;

          (D) no directed selling efforts in contravention of Rule 904(a)(2) have been made in the United States by or on behalf of the undersigned or any affiliate thereof;

          (E) if the undersigned is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Assignment, and the transfer is to occur during the first year after the Assignment, then the requirements of Rule 904(b)(1) have been satisfied; and

          (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

     (2)  Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring:

          (A) after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Assigned Option was last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or

          (B) after a holding period of at least two years has elapsed since the Assigned Option was last acquired from the Company or from an affiliate of the Company, whichever is later, and the undersigned is not, and during the preceding three months has not been, an affiliate of the Issuer.

Please check one (1) of the following:

o The transfer is being effected in accordance with Rule 904 (Regulation S under the Securities Act).

o The transfer is being effected pursuant to Rule 144.

Dated:

(Print name)

  Signature

2 EX-5.01 4 f87553exv5w01.txt EXHIBIT 5.01 EXHIBIT 5.01 [ ON THE LETTERHEAD OF ALLEN & GLEDHILL ] 13 February 2003 Flextronics International Ltd. 2 Changi South Lane Singapore 486123 Dear Sirs, REGISTRATION STATEMENT ON FORM S-8 OF FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY") 1. At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") filed or to be filed by the Company with the Securities and Exchange Commission on or about 13 February 2003 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 20,000,000 ordinary shares of S$0.01 each in the capital of the Company ("Ordinary Shares") (the "Option Shares") subject to issuance by the Company upon the valid exercise of subscription rights represented by outstanding share options granted under the Company's 2002 Interim Incentive Plan (the "2002 Plan"). 2. As your Singapore counsel, we have examined the proceedings taken by the Company in connection with:- (a) the adoption of the 2002 Plan and the authorisation for the allotment and issuance of new Ordinary Shares arising from the exercise of the subscription rights represented by outstanding share options granted under the 2002 Plan (as set out in the resolutions passed by the Board of Directors of the Company on 6 May 2002); and (b) the maximum number of Ordinary Shares authorised for issuance under the 2002 Plan. 3. We have also made such other examinations of law and fact as we have considered necessary in order to form a basis for the opinion hereafter expressed. 4. Based on the foregoing and assuming that:- (a) the total issued and paid-up share capital of the Company consequent upon the issue of the Option Shares from time to time will not exceed the authorised share capital of the Company at any time; (b) there shall be subsisting a valid authority given pursuant to Section 161 of the Singapore Companies Act, Chapter 50 in respect of the issue of the Option Shares from time to time; and (c) the Board of Directors of the Company shall before the issue of the Option Shares resolve to approve requisite procedures for the allotment and issue by the Company of the Option Shares in accordance with the terms of the 2002 Plan upon the exercise of the subscription rights represented by the outstanding share options granted under the 2002 Plan (the "Company's Allotment Procedures"), we are of the opinion that the Option Shares allotted and issued by the Company (i) upon the exercise of the subscription rights represented by outstanding share options granted under the 2002 Plan in accordance with their respective terms against full payment of the applicable exercise price, (ii) pursuant to the Company's Allotment Procedures, and (iii) represented by share certificates issued by the Company in respect of such Option Shares, will be legally issued, fully-paid and non-assessable. For the purposes of this opinion we have assumed that the term "non-assessable" in relation to the Option Shares to be issued means under Singapore law that holders of such Option Shares, having fully paid up all amounts due on such Option Shares as to nominal amount and premium thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Option Shares. 5. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. Yours faithfully, /s/ Allen & Gledhill EX-15.01 5 f87553exv15w01.txt EXHIBIT 15.01 EXHIBIT 15.01 February 6, 2003 Flextronics International Ltd. 36 Robinson Road #18-01 City House Singapore, 068877 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Flextronics International Ltd. and subsidiaries for the periods ended June 30, 2002, September 30, 2002 and December 31, 2002, as indicated in our reports dated July 19, 2002, October 18, 2002 and January 20, 2003, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which are included in your Quarterly Reports on Form 10-Q for the quarters ended June 30, 2002, September 30, 2002 and December 31, 2002, are being incorporated by reference in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ DELOITTE & TOUCHE LLP San Jose, California EX-23.03 6 f87553exv23w03.txt EXHIBIT 23.03 EXHIBIT 23.03 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Flextronics International Ltd. (the Company) on Form S-8 of our report dated March 28, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended March 31, 2002 and relating to the consolidated financial statements of the DII Group, Inc. and Subsidiaries for the year ended January 2, 2000 which are not presented separately in the Annual Report on Form 10-K. /s/ Deloitte & Touche LLP Denver, Colorado February 6, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.02

Exhibit 4.02

EX-5.01

                                                                    EXHIBIT 5.01


                   [ ON THE LETTERHEAD OF ALLEN & GLEDHILL ]

13 February 2003

Flextronics International Ltd.
2 Changi South Lane
Singapore 486123

Dear Sirs,

REGISTRATION STATEMENT ON FORM S-8 OF FLEXTRONICS INTERNATIONAL LTD. (THE
"COMPANY")

1.       At your request, we have examined the Registration Statement on Form
         S-8 (the "Registration Statement") filed or to be filed by the Company
         with the Securities and Exchange Commission on or about 13 February
         2003 in connection with the registration under the Securities Act of
         1933, as amended, of an aggregate of 20,000,000 ordinary shares of
         S$0.01 each in the capital of the Company ("Ordinary Shares") (the
         "Option Shares") subject to issuance by the Company upon the valid
         exercise of subscription rights represented by outstanding share
         options granted under the Company's 2002 Interim Incentive Plan (the
         "2002 Plan").

2.       As your Singapore counsel, we have examined the proceedings taken by
         the Company in connection with:-

         (a)      the adoption of the 2002 Plan and the authorisation for the
                  allotment and issuance of new Ordinary Shares arising from the
                  exercise of the subscription rights represented by outstanding
                  share options granted under the 2002 Plan (as set out in the
                  resolutions passed by the Board of Directors of the Company on
                  6 May 2002); and

         (b)      the maximum number of Ordinary Shares authorised for issuance
                  under the 2002 Plan.

3.       We have also made such other examinations of law and fact as we have
         considered necessary in order to form a basis for the opinion hereafter
         expressed.

4.       Based on the foregoing and assuming that:-

         (a)      the total issued and paid-up share capital of the Company
                  consequent upon the issue of the Option Shares from time to
                  time will not exceed the authorised share capital of the
                  Company at any time;

         (b)      there shall be subsisting a valid authority given pursuant to
                  Section 161 of the Singapore Companies Act, Chapter 50 in
                  respect of the issue of the Option Shares from time to time;
                  and

         (c)      the Board of Directors of the Company shall before the issue
                  of the Option Shares resolve to approve requisite procedures
                  for the allotment and issue by the Company of the Option
                  Shares in accordance with the terms of the 2002 Plan upon the
                  exercise of the subscription rights represented by the
                  outstanding share options granted under the 2002 Plan (the
                  "Company's Allotment Procedures"),

         we are of the opinion that the Option Shares allotted and issued by the
         Company (i) upon the exercise of the subscription rights represented by
         outstanding share options granted under the 2002 Plan in accordance
         with their respective terms against full payment of the applicable
         exercise price, (ii) pursuant to the Company's Allotment Procedures,
         and (iii) represented by share certificates issued by the Company in
         respect of such Option Shares, will be legally issued, fully-paid and
         non-assessable. For the purposes of this opinion we have assumed that
         the term "non-assessable" in relation to the Option Shares to be issued
         means under Singapore law that holders of such Option Shares, having
         fully paid up all amounts due on such Option

         Shares as to nominal amount and premium thereon, are under no further
         personal liability to contribute to the assets or liabilities of the
         Company in their capacities purely as holders of such Option Shares.

5.       We consent to the use of this opinion as an exhibit to the Registration
         Statement and further consent to all references to us, if any, in the
         Registration Statement and any amendments thereto.


Yours faithfully,

/s/ Allen & Gledhill

EX-15.01

                                                                   EXHIBIT 15.01


February 6, 2003

Flextronics International Ltd.
36 Robinson Road #18-01
City House
Singapore, 068877

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Flextronics International Ltd. and subsidiaries for the periods
ended June 30, 2002, September 30, 2002 and December 31, 2002, as indicated in
our reports dated July 19, 2002, October 18, 2002 and January 20, 2003,
respectively; because we did not perform an audit, we expressed no opinion on
that information.

We are aware that our reports referred to above, which are included in your
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2002, September
30, 2002 and December 31, 2002, are being incorporated by reference in this
Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ DELOITTE & TOUCHE LLP


San Jose, California

EX-23.03

                                                                   EXHIBIT 23.03


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
Flextronics International Ltd. (the Company) on Form S-8 of our report dated
March 28, 2000, appearing in and incorporated by reference in the Annual Report
on Form 10-K of the Company for the year ended March 31, 2002 and relating to
the consolidated financial statements of the DII Group, Inc. and Subsidiaries
for the year ended January 2, 2000 which are not presented separately in the
Annual Report on Form 10-K.


/s/ Deloitte & Touche LLP

Denver, Colorado
February 6, 2003