2003 Committee Charter : JBL


JABIL CIRCUIT, INC.

AUDIT COMMITTEE CHARTER

ROLE

The primary function of the audit committee of the board of directors of
Jabil Circuit, Inc. (the "Company") is to assist the board of directors in
fulfilling the oversight responsibilities it has under the law with respect to
(1) the financial reports and other financial information provided by the
Company to the public, (2) the Company's systems of internal controls regarding
finance and accounting established by management and the board, and (3) the
Company's auditing, accounting, and financial reporting processes generally. The
external auditors, in their capacity as independent public accountants, shall be
responsible to the board of directors and the audit committee as representatives
of the shareholders. The audit committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent accountants and management of the Company. In discharging this
oversight role, the committee is empowered to investigate any matter brought to
its attention, with full power to retain outside counsel or other experts for
this purpose.

COMPOSITION

Members of the audit committee shall be elected annually by the full board
and shall hold office until the earlier of (1) the election of their respective
successors, (2) the end of their service as a director of the Company (whether
through resignation, removal, expiration of term, or death), or (3) their
resignation from the committee. The membership of the audit committee shall
consist of at least three independent directors (as defined in the relevant
exchange listing standards) each of whom is financially literate, or will become
so in a reasonable period, as determined by the board of directors. At least one
member of the committee shall have accounting or related financial management
expertise, as determined by the board of directors.

RESPONSIBILITIES

The audit committee's responsibilities shall be:

- A recommendation to the board for the selection and retention of the
independent accountant who audits the financial statements of the
Company. The committee shall ensure receipt of a formal written statement
from the external auditors consistent with standards set by the
Independence Standards Board. Additionally, the committee shall discuss
with the auditor relationships or services that may affect auditor
objectivity or independence. If the committee is not satisfied with the
auditors assurances of independence, it shall take or recommend to the
board appropriate action to ensure the independence of the external
auditor.

- Review of financial statements and any financial reports or other
financial information submitted to the public with management and the
independent auditor. It is anticipated that these discussions may include
quality of earnings, discussions of significant items subject to
estimate, consideration of the suitability of accounting principles,
audit adjustments (whether or not recorded), and such other inquiries as
may be deemed appropriate by the audit committee.

- Periodic discussion with management and the auditors regarding the
quality and adequacy of the Company's internal controls.

- Review with financial management and the independent accountants all
major financial reports in advance of filing or distribution.

- Periodic reporting on audit committee activities to the full board and
issuance annually of a summary report that may be suitable for submission
to the shareholders.

- Review the charter annually for possible revision.