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                                                                    Exhibit 4.02



                         FLEXTRONICS INTERNATIONAL LTD.

                 2004 AWARD PLAN FOR NEW EMPLOYEES AND DIRECTORS

                            AS ADOPTED OCTOBER 2004

     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 grants of Awards. 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 one million (1,000,000) Shares plus shares that are subject to
issuance upon exercise of an Award but cease to be subject to such Award for any
reason other than exercise of such Award. 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. No more than
the lesser of (i) the number of Shares reserved hereunder, or (ii) seven million
(7,000,000) Shares, shall be available to be issued and outstanding at any point
in time to employees in the Canadian province of Quebec.

          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 7. 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) 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. Awards may be granted only to persons who (a) were not
previously an employee or director of the Company or any Parent or Subsidiary of
the Company or (b) have either (i) completed a period of bona fide
non-employment by the Company, and any Parent or Subsidiary of the Company, of
at least 1 year, or (ii) are returning to service as an employee or director of
the Company, or any Parent or Subsidiary of the Company, after a period of bona
fide non-employment of less than 1 year due to the Company's acquisition of such
person's employer; and then only as an incentive to such persons entering into
employment with the Company or any Parent or Subsidiary of the Company. A person
eligible for an Award under this Plan may be granted more than one Award under
this Plan.


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     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. Among
its powers 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.

     4.3 COMMITTEE COMPOSITION. The grant of any Award shall not be effective
unless: (a) if the grant is made by the Board, then it must be approved by a
majority of the Independent Directors on the Board; and (b) if the grant is made
by the Committee, then the Committee must be comprised solely of Independent
Directors (except as otherwise permitted under the rules of the NASD).


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     5. OPTIONS. The Committee may grant Options (which will be 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 an
NQSO ("STOCK OPTION AGREEMENT"), and 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 Stock 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 Stock 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 (five (5) years from the date the Option is granted in the case of any
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). 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.

          5.4 EXERCISE PRICE. The Exercise Price of an Option will be determined
by the Committee when the Option is granted; provided that in no event may the
Exercise Price of an Option be less than the par value of the Shares.


          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 stock 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


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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
Stock Option Agreement, exercise of an Option will always be subject to the
following:

               (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.


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               (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 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 period specified in
Section 5.3.

     6. PAYMENT FOR SHARE PURCHASES.

          6.1 PAYMENT. Subject to compliance with all applicable laws and
regulations, 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 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;

               (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


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               (E) by any combination of the foregoing.

     7. TRANSFERABILITY/EXERCISABILITY.

          7.1 TRANSFER AND ASSIGNMENT. No Option granted under this Plan, or any
interest therein or any right to receive a Stock Bonus (prior to
the issuance of shares thereunder), will be transferable or assignable by a
Participant, and no such Option or right may 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
applicable Award or Stock Option Agreement. Notwithstanding the foregoing, and
subject to compliance with all applicable laws and regulations, (i) Participants
may transfer or assign their Options to Family Members through "permitted
transfer; "as defined below, and (ii) if the terms of the applicable instrument
evidencing the grant of an Option so provide, Participants who reside outside of
the United States and Singapore may assign their Options 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 and regulations. 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 and regulations.

          7.2 EXERCISABILITY. 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, subject to compliance with all
applicable laws and regulations, acquired the NQSO by "permitted transfer;" as
defined below, and (ii) after Participant's death, by the legal representative
of the Participant's heirs or legatees.

          7.3 "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, subject to compliance with all
applicable laws and regulations, 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.

     8. STOCK BONUSES. A Stock Bonus is a grant of Shares by the Company to an
individual who has satisfied the terms and conditions set by the Committee on
the making of such grant. The Committee will determine to whom a grant may be
made, the number of Shares that may be granted, the restrictions to the making
of such grant, and all other terms and conditions of the Stock Bonus. The
conditions to grant may be based upon completion of a specified number of years
of service with the Company or upon completion of the performance goals as set
out by the Committee. Grants of Stock Bonuses may vary from Participant to
Participant and between groups of Participants. Prior to the grant of a Stock
Bonus, the Committee shall: (a) determine the nature, length and starting date
of any Performance Period that may be a condition precedent to grant of a Stock
Bonus; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the


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number of Shares that may be awarded to the Participant. Prior to the grant of
any Stock Bonus, the Committee shall determine the extent to which such Stock
Bonus has been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to Stock Bonuses that are subject to
different Performance Periods and having different performance goals and other
criteria. Participants shall be required to pay the par value for any Shares
issued as a Stock Bonus.

     9. WITHHOLDING TAXES.

          9.1 WITHHOLDING GENERALLY. 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.

          9.2 STOCK WITHHOLDING. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may in its sole
discretion, and subject to compliance with all applicable laws and regulations,
allow the Participant to satisfy the minimum withholding tax obligation by
electing to have the Company withhold from the Shares to be issued that number
of Shares having a Fair Market Value equal to the minimum amount required to be
withheld, determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the
Committee and will be in writing in a form acceptable to the Committee.

     10. PRIVILEGES OF STOCK 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.

     11. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock 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.


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     13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable foreign,
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 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 stock 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


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spread existing at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such 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. EFFECTIVE DATE AND SHAREHOLDER APPROVAL. This Plan may be submitted by
the Board for approval by the shareholders of the Company (excluding Shares
issued pursuant to this Plan that are still held by Participants as of the
record date established for purposes of such approval), consistent with
applicable laws, at any time after the date this Plan is adopted by the Board.

     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 or, if later, the date of shareholder approval. 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 respect, or all respects, whatsoever. However, no such amendment or
modification shall adversely affect rights and obligations with respect to
Options 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.


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     19. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval, 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 stock 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 shares from Stock 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.

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

     "COMMITTEE" means the Board or an "independent compensation committee" (as
such term is defined for purposes of the rules of the National Association of
Securities Dealers, Inc.).

     "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;


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               (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.

     "HOSTILE TAKE-OVER" means a change in ownership of the Company effected
through the following transaction:

               (A) the direct or indirect acquisition by any person or related
group of persons (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities pursuant to a tender or exchange
offer made directly to the Company's shareholders which the Board does not
recommend such shareholders to accept, and

               (B) the acceptance of more than fifty percent (50%) of the
securities so acquired in such tender or exchange offer from holders other than
Insiders.

     "INDEPENDENT DIRECTOR" has the meaning given such term under the Rules of
the National Association of Securities Dealers, Inc. as in effect at the time of
grant of any Award. For convenience, as of the date of adoption of the Plan, the
Rules of the National Association of Securities Dealers, Inc. define
"independent director" as a person other than an officer or employee of the
Company or any Subsidiary or any other individual having a relationship which,
in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. As of the date of
adoption of the Plan, the Rules of


                                       11
<PAGE>
the National Association of Securities Dealers, Inc. go on to provide that the
following persons shall not be considered as an "independent director":

               (A) a director who is, or at any time during the past three (3)
years was, employed by the Company or by any Parent or Subsidiary;

               (B) a director who accepted or who has a Related Party who
accepted any payments from the Company or any Parent or Subsidiary in excess of
$60,000 during any period of twelve (12) consecutive months within the three (3)
years preceding the determination of independence, other than the following:

                    (I) compensation for service on the Board or a committee of
the Board;

                    (II) Payments arising solely from investments in the
Company's securities;

                    (III) compensation paid to a Related Party who is a
non-executive employee of the Company or a Parent or Subsidiary;

                    (IV) benefits under a tax-qualified retirement plan, or
non-discretionary compensation;

                    (V) loans from a financial institution provided that the
loans (A) were made in the ordinary course of business, (B) were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public, (C)
did not involve more than a normal degree of risk or other unfavorable factors,
and (D) were not otherwise subject to the specific disclosure requirements of
SEC Regulation S-K, Item 404;

                    (VI) payments from a financial institution in connection
with the deposit of funds or the financial institution acting in an agency
capacity, provided such payments were (A) made in the ordinary course of
business; (B) made on substantially the same terms as those prevailing at the
time for comparable transactions with the general public; and (C) not otherwise
subject to the disclosure requirements of SEC Regulation S-K, Item 404; or

                    (VII) loans permitted under Section 13(k) of the Exchange
Act.

               (C) a director who is a Related Party of an individual who is, or
at any time during the past three years was, employed by the Company or by any
Parent or Subsidiary as an executive officer. Immediate family includes a
person's spouse, parents, children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who
resides in such person's home;

               (D) a director who is, or has a Related Party who is, a partner
in, or a controlling shareholder or an executive officer of, any organization to
which the Company made, or from which the Company received, payments for
property or services in the current or any of


                                       12
<PAGE>
the past three fiscal years that exceed 5% of the recipient's consolidated gross
revenues for that year, or $200,000, whichever is more, other than the
following:

                    (I) payments arising solely from investments in the
Company's securities; or

                    (II) payments under non-discretionary charitable
contribution matching programs.

               (E) a director of the Company who is, or has a Related Party who
is, employed as an executive officer of another entity where at any time during
the past three (3) years any of the executive officers of the Company serve on
the compensation committee of such other entity; or

               (F) a director who is, or has a Related Party who is, a current
partner of the Company's outside auditor, or was a partner or employee of the
Company's outside auditor who worked on the Company's audit at any time during
any of the past three (3) years.

     "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 Section
5.

     "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 stock possessing more than 50% of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

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

     "PERFORMANCE FACTORS" means the factors selected by the Committee from
among 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 stockholder return and/or total stockholder return growth;

          (g) Return on equity;


                                       13
<PAGE>
          (h) Operating cash flow return on income;

          (i) Adjusted operating cash flow return on income;

          (j) Economic value added; and

          (k) Individual confidential business objectives.

     "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 Awards.

     "PLAN" means this Flextronics International Ltd. 2004 Award Plan for New
Employees and Directors as amended from time to time.

     "RELATED PARTY" means a person's spouse, parents, children and siblings,
whether by blood, marriage or adoption, or anyone residing in such person's
home.

     "SEC" means the Securities and Exchange Commission.

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

     "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.

     "STOCK BONUS" means an award of Shares pursuant to Section 8.

     "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 stock possessing more
than 50% of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

     "TAKE-OVER PRICE" means the greater of (a) the Fair Market Value per Share
on the date the particular Option to purchase Shares is surrendered to the
Company in connection with a Hostile Take-Over or (b) the highest reported price
per Share paid by the tender offeror in effecting such Hostile Take-Over.
However, if the surrendered Option is an ISO, the Take-Over Price shall not
exceed the clause (a) price per Share.

     "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, provided, that such leave
is for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute or unless provided
otherwise pursuant to formal policy adopted from time to time by the Company and
issued and promulgated to employees in writing. In the case of any employee on
an approved leave of absence, the Committee may make such


                                       14
<PAGE>
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 Stock 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").


                                       15
<PAGE>
                                                                  NO.

                         FLEXTRONICS INTERNATIONAL LTD.

                         NOTICE OF GRANT OF STOCK OPTION
                 2004 AWARD PLAN FOR NEW EMPLOYEES AND DIRECTORS

     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 2004
Award Plan for New Employees and Directors (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:               Nonqualified 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 Exhibit A.
Participant also acknowledges receipt of a copy of the official prospectus for
the Plan referred to as Exhibit B. Exhibit A and Exhibit B are available on the
Corporate website at http://home.flextronics.com/options/reference.asp and
Participant hereby agrees that said Exhibits are deemed delivered to
Participant. The Exhibits are also available at the offices of the Company.

                                         FLEXTRONICS INTERNATIONAL LTD.

                                         By:________________________________

                                         Title:_____________________________



                                         ___________________________________
                                         PARTICIPANT SIGNATURE          DATE
<PAGE>
                                                                       EXHIBIT A


                         FLEXTRONICS INTERNATIONAL LTD.
                 2004 AWARD PLAN FOR NEW EMPLOYEES AND DIRECTORS
                             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 of the Company set forth in the Notice of Grant of Stock Option
(the "Notice") as Total Option Shares (the "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 2004 Award Plan for
New Employees and Directors (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 7, 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
<PAGE>
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. Any
exercise after three months after the Termination Date when the Termination is
for any reason other than Participant's death or disability, within the meaning
of Code Section 22(e)(3), shall be deemed to be the exercise of a nonqualified
stock option.

                 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 (including all applicable Singapore 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 Company's stock exists: (1)
           through a "same day sale" commitment from Participant and a
           broker-dealer that is a member of the


                                       2
<PAGE>
           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

      (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 which would otherwise have been 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 (including all applicable Singapore laws) and with all
applicable requirements of any stock exchange on which the Company's 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 7.1
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



                                       3
<PAGE>
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. Participant will be treated as having received
compensation income upon the exercise of the Option (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. 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. 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 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



                                       4

<PAGE>
return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax 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.

          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.






                                       5
<PAGE>
                                    EXHIBIT A

                         FLEXTRONICS INTERNATIONAL LTD.
          2004 AWARD PLAN FOR NEW EMPLOYEES AND DIRECTORS (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):

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

     [ ]  by cancellation of indebtedness of the Company to Participant in the
          amount of $_______________;

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

     [ ]  through a "same-day-sale" commitment, delivered herewith, from
          Participant and the NASD Dealer named therein, in the amount of
          $___________________________; or


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)
<PAGE>
                                    EXHIBIT B


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

Flextronics International Ltd.
2090 Fortune Drive
San Jose, Ca 95131


      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,
<PAGE>
                  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:

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

         [ ]  The transfer is being effected pursuant to Rule 144.


Dated:______________________

____________________________
(Print name)

____________________________
Signature