2003 Committee Charter : HTCH



There shall be an Audit Committee of the Board of Directors (the "Board")
of Hutchinson Technology Incorporated, a Minnesota corporation (the "Company").
The Committee's purpose shall be one of oversight of the Company's accounting
and financial reporting processes and the audits of the Company's financial


The Committee shall consist of at least three directors appointed by the
Company's Board. Each director appointed to the Committee shall:

a) be qualified as an "independent director" within the meaning of
Rule 4200 of the NASD Manual, meet the criteria for independence set forth
in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and
shall have no relationship with the Company which, in the opinion of the
Board, would interfere with the exercise of independent judgment;

b) be able to read and understand fundamental financial statements,
including the Company's balance sheet, income statement and cash flow
statement; and

c) be "independent" as defined by other applicable laws, regulations
and listing requirements.

At least one member of the Committee shall have past employment experience
in finance or accounting, requisite professional certification in accounting or
any other comparable experience or background which results in the director's
financial sophistication.


The Board of the Company recognizes that the preparation and reporting of
the Company's financial statements and other financial information is the
responsibility of the Company's management. It also recognizes that the auditing
and rendering an opinion on, and the conducting independent limited reviews of,
the Company's periodic financial statements and other financial information, and
the auditing activities incident thereto, are the responsibility of the
Company's outside auditors.

Since the Company's management and its outside auditors, in the exercise of
their responsibilities, acquire greater and more detailed information about the
Company and its financial affairs than, and have other expertise beyond that of,
the Committee members, the Committee's function is one of oversight. The
Committee is not responsible for any assurances, verifications or expert opinion
respecting either the Company's financial statements and other financial
information, or the work of the Company's outside auditors (including such
auditors' annual audit or limited reviews of the Company's financial statements
or other financial information).

The Board of the Company also recognizes that the Company's outside
auditors are ultimately accountable to the Board and the Committee, which have
the authority and responsibility to select, evaluate and where appropriate
replace the outside auditors, and, if applicable, to nominate the outside
auditors for shareholder approval in any proxy statement.

The Company will provide appropriate funding, as determined by the
Committee, for the payment of (i) compensation to any outside auditors engaged
for the purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Company, (ii) compensation to any
advisers employed by the Committee, and (iii) ordinary administrative expenses
of the Committee that are necessary or appropriate in carrying out its duties.


In carrying out its oversight function, the Committee:

a) is directly responsible for the appointment, compensation,
retention and oversight of the work of any outside auditors engaged
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services for the
Company, and each such outside auditor must report directly to the

b) shall review and reassess annually the adequacy of the Audit
Committee Charter;

c) shall require that the Company's outside auditors provide the
Committee with a formal written statement delineating all relationships
between the outside auditors and the Company, consistent with Independence
Standards Board Standard No. 1 ("ISBS No. 1"), and actively discuss with
the outside auditors their independence, and any disclosed relationships or
services which may impact their objectivity or independence;

d) recommend to the Board guidelines for the Company's hiring of
employees of the independent auditors who were engaged on the Company's

e) shall review the terms of proposed engagements of the outside
auditors relating to services to the Company in connection with any formal
investigation of possible fraud, financial statement misstatements or
material weaknesses in internal controls, prior to such engagements;

f) approve the retention of the independent auditors for any
non-auditor service;

g) shall consider whether the provision of services by the outside
auditors (other than those services rendered in respect of the audit or
review of the Company's annual or quarterly financial statements) is
compatible with maintaining the outside auditor's independence, prior to
engagement for such services;

h) shall take, or recommend that the full Board take, appropriate
action to oversee independence of the outside auditors, and shall have the
authority to remove and replace, and where applicable nominate to the
shareholders the outside auditors;

i) evaluate together with the Board the performance of the independent
auditors and whether it is appropriate to adopt a policy of rotating
independent auditors on a regular basis and, if so determined by the
Committee, recommend that the Board replace the independent auditors;

j) assure regular rotation, as may be specified by applicable laws,
regulations and listing requirements, of the lead audit partner and the
reviewing audit partner of the Company's independent auditor;

k) shall prepare and sign annually a Committee Report, based upon the
review and discussions of the Company's audited financial statements that
are to be included in the Company's Form 10-K with the outside auditors and
management, as to whether the Committee recommends to the Board that such
audited financial statements be included in the Company's Form 10-K for
filing with the Securities and Exchange Commission. The Committee, in
connection with such a Report, shall:

- review and discuss the audited financial statements with management;

- review and discuss with the outside auditors the items required by
Statement on Auditing Standards No. 61; and

- receive the written disclosures and letter from the outside auditors as
required by ISBS No. 1;

l) shall, in connection with the Company's interim financial
reporting, be available to meet and confer with management and/or the
Company's outside auditors in respect to any report required to be made by
such outside auditors to the audit committee in accordance with Statement
on Auditing Standards No. 71 or in accordance with the terms of such
outside auditors' engagement;

m) review with management and the independent auditors the effect of
regulatory and accounting initiatives as well as off-balance sheet
arrangements (if any) on the Company's financial statements;

n) establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters;

o) receive information from the Company's management about any
significant deficiencies and material weaknesses in the design or operation
of internal controls that could adversely affect the Company's ability to
record, process, summarize and report financial data and any fraud, whether
or not material, that involves management or other employees who have a
significant role in the Company's internal controls;

p) shall from time to time assure its ability to meet with the
Company's outside auditors and internal auditor outside the presence of
other management personnel of the Company;

q) is entitled to rely on information, opinions, reports or statements
prepared or presented by one or more officers of the Company whom the
Committee reasonably believes to be reliable and competent in the matters
presented, or by the Company's outside auditors or other experts as to
matters the Committee reasonably believes are within such auditor's or
other expert's professional or expert competence;

r) is entitled to rely on information provided by the Company's
management and the outside auditors with respect to the nature of services
provided by the outside auditor and the fees paid for such services;

s) may retain at Company expense independent counsel, auditors or
other advisors and experts of its choosing; and

t) may conduct at Company expense any investigation deemed
appropriate, with full access to all Company books, records, facilities,
personnel and outside advisors.