JUNIPER NETWORKS, INC.
1194 North Mathilda Avenue
Sunnyvale, California 94089
www.juniper.net
(408) 745-2000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

		By Order of the Board of Directors,
		Mitchell Gaynor
		Vice President, General Counsel and Secretary

This notice of annual meeting and proxy statement and form of proxy are being distributed on or about
April 12, 2004.

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2004 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Juniper Networks, Inc.
Attn: Investor Relations
1194 North Mathilda Avenue
Sunnyvale, CA 94089
(408) 745-2000
http://www.juniper.net/company/investors

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Juniper Networks, Inc.
Attn: Investor Relations
1194 North Mathilda Avenue
Sunnyvale, CA 94024
(408) 745-2000
http://www.juniper.net/company/investors

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Juniper Networks, Inc.
Attn: Corporate Secretary
1194 North Mathilda Avenue
Sunnyvale, CA 94024
Fax: (408) 745-2100

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

     Juniper Networks is committed to having sound corporate governance principles. Having such principles is essential to running Juniper Networks’ business efficiently and to maintaining Juniper Networks’ integrity in the marketplace. Juniper Networks’ Corporate Governance Standards and Worldwide Code of Business Conduct and Ethics applicable to all Juniper Networks employees, officers, directors, contractors and agents are available at http://www.juniper.net/company/investor/. Our Worldwide Code of Business Conduct and Ethics complies with the rules of the SEC, the listing standards of the Nasdaq National Market and Rule 406 of the Sarbanes-Oxley Act of 2002. Juniper Networks has also adopted complaint procedures for Accounting and Auditing matters in compliance with the listing standards of the Nasdaq National Market. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Concerns Committee (comprised of the Company’s Chief Financial Officer, General Counsel, Vice President of Human Resources, Corporate Controller, and the Director of Internal Audit), reviewed by the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Board Independence

     The Board has determined that, except for Scott Kriens and Pradeep Sindhu, each of whom is an executive officer of the company, each of the current directors has no material relationship with Juniper Networks (either directly or as a partner, shareholder or officer of an organization that has a material relationship with Juniper Networks) and is independent within the meaning of the NASDAQ Stock Market, Inc. (“NASDAQ”) director independence standards. Furthermore, the Board has determined that each of the members of each of the committees of the Board has no material relationship with Juniper Networks (either directly or as a partner, shareholder or officer of an organization that has a material relationship with Juniper Networks) and is “independent” within the meaning of the NASDAQ director independence standards, including in the case of the members of the Audit Committee, the heightened “independence” standard required for such committee members.

Board Structure and Committee Composition

     As of December 31, 2003, our Board had 9 directors divided into three classes — Class I, Class II and Class III — with each class being as nearly equal in number as possible and with a three-year term for each class. As of December 31, 2003, the classes were comprised as follows:

     Effective April 15, 2004, Mr. Khosla resigned as a Class II director in connection with our pending acquisition of NetScreen Technologies, Inc. and our related obligation to appoint a designee of NetScreen to our Board. As a result, Mr. Khosla is not standing for reelection as a Class II director this year. Pursuant to

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Section 3.3 of our Bylaws, the Board has adopted a resolution reassigning Kenneth Levy to Class II effective April 15, 2004. As a result, Mr. Levy is standing for election as a Class II director this year. Unless our obligation to appoint a NetScreen designee reasonably acceptable to us is waived by NetScreen prior to the time we consummate our acquisition of NetScreen, the NetScreen designee will be appointed as a Class III director.

     As of December 31, 2003, our Board had the following three committees: (1) Audit, (2) Compensation, and (3) Nominating and Corporate Governance. The membership during the last fiscal year and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available on Juniper Networks’ website at http://www.juniper.net/company/investor/. During 2003, each director except Kenneth Levy attended at least 75% of all Board and applicable Committee meetings.

Audit Committee

     The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of Juniper Networks’ financial statements, Juniper Networks’ compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of Juniper Networks’ internal audit function and independent auditors, and risk assessment and risk management. The Audit Committee works closely with management as well as Juniper Networks’ independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Juniper Networks for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

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     The report of the Audit Committee is included herein on page 29. The charter of the Audit Committee is available at http://www.juniper.net/company/investor/ and is also included herein as Appendix A.

Compensation Committee

     The Compensation Committee discharges the Board’s responsibilities relating to compensation of Juniper Networks’ executive officers, including evaluation of the CEO; produces an annual report on executive compensation for inclusion in Juniper Networks’ proxy statement and has overall responsibility for approving and evaluating executive officer compensation plans. The report of the Compensation Committee is included herein beginning on page 23. The charter of the Compensation Committee is available at http://www.juniper.net/company/investor/.

Nominating and Corporate Governance Committee

     The Nominating and Governance Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance. The charter of the Nominating and Governance Committee is available at http://www.juniper.net/company/investor/.

Director Qualifications

     The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating candidates for director. In evaluating the qualifications of the candidates, the Nominating and Corporate Governance Committee considers many factors, including, issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments and the like. The Nominating and Corporate Governance Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The Nominating and Corporate Governance Committee also considers each individual candidate in the context of the current perceived needs of the Board as a whole. While the Nominating and Corporate Governance Committee has not established specific minimum qualifications for director candidates, the Nominating and Governance Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have qualifications that will increase overall Board effectiveness and (iv) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members.

Identification and Evaluation of Nominees for Directors

     The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The

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Nominating and Corporate Governance Committee considers properly submitted stockholder recommendations for candidates for the Board. In evaluating such recommendations, the Nominating and Corporate Governance Committee uses the qualifications standards discussed above and seeks to achieve a balance of knowledge, experience and capability on the Board.

     Each of Messrs. Levy and Calderoni was appointed to the Board in 2003 in order to fill a vacancy and was recommended to the Nominating and Corporate Governance Committee by our Chief Executive Officer. In each case, the Nominating and Corporate Governance Committee interviewed the candidate and considered the candidate’s qualifications prior to making its recommendation to the Board.

Stockholder Communications with the Board

     Stockholders of Juniper Networks, Inc. and other parties interested in communicating with the Board may contact any of our directors by writing to them by mail or express mail c/o Juniper Networks, Inc., 1194 North Mathilda Avenue, Sunnyvale, California 94089-1206. The Nominating and Corporate Governance Committee of the Board has approved a process for handling stockholder communications received by the Company. Under that process, the General Counsel receives and logs stockholder communications directed to the Board and, unless marked “confidential”, reviews all such correspondence and regularly forwards to the Board a summary of such correspondence and copies of such correspondence. Communications marked “confidential” will be logged as received by the General Counsel and then will be forwarded to the addressee(s).

Policy on Director Attendance at Annual Meetings

     Although we do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders, directors are encouraged to attend annual meetings of Juniper Networks stockholders. The Nominating and Corporate Governance Committee will consider, during the upcoming year, adopting a formal policy on director attendance at annual meetings of stockholders.

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DIRECTOR COMPENSATION

     The following table provides information on Juniper Networks’ compensation and reimbursement practices during fiscal 2003 for non-employee directors, as well as the range of compensation paid to non-employee directors who served during the 2003 fiscal year. Neither Mr. Kriens nor Mr. Sindhu received any separate compensation for their Board activities.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL 2003

     For 2004, upon the recommendation of the Compensation Committee following its review of market data and other considerations, the Board determined not to increase director compensation.

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PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

ELECTION OF DIRECTORS

     There are three nominees for election to Class II of the Board this year - Pradeep Sindhu, Robert M. Calderoni and Kenneth Levy. Each of the nominees is presently a member of the Board. Information regarding the business experience of each nominee and the other members of the Board is provided below. Each of the Class II directors is elected to serve a three-year term until the Company’s annual meeting in 2007 and until their respective successors are elected. There are no family relationships among our executive officers and directors.

     If you sign your proxy or voting instruction card but do not give instructions with respect to the voting of directors, your shares will be voted for the three persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card.

Our Board recommends a vote FOR the election to the Board of each of the following nominees.

Vote Required

     The three persons receiving the highest number of “for” votes represented by shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the annual meeting will be elected.

Nominees for Election

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PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT AUDITORS

     The Audit Committee of the Board has appointed Ernst & Young LLP as independent auditors to audit Juniper Networks’ consolidated financial statements for the fiscal year ending December 31, 2004. During fiscal 2003, Ernst & Young served as Juniper Networks’ independent auditors and also provided certain tax and other audit related services. See “Principal Auditor Fees and Services” on page    . Representatives of Ernst & Young are expected to attend the meeting, where they are expected to be available to respond to appropriate questions and, if they desire, to make a statement.

     Our Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent auditors for the 2004 fiscal year. If the appointment is not ratified, the Audit Committee will consider whether it should select other independent auditors.

Vote Required

     Ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent auditors for fiscal 2004 requires the affirmative vote of a majority of the shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the meeting.

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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information, as of March 22, 2004, concerning:

     The information provided in the table is based on Juniper Networks’ records, information filed with the Securities and Exchange Commission and information provided to Juniper Networks, except where otherwise noted.

     The number of shares beneficially owned by each entity, person, director or executive officer is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of May 21, 2004 (60 days after March 22, 2004) through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his spouse) with respect to the shares set forth in the following table.

BENEFICIAL OWNERSHIP TABLE

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of Juniper Networks common stock to file with the Securities and Exchange Commission reports regarding their ownership and changes in ownership of our securities. Juniper Networks believes that, during fiscal 2003, its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements. In making this statement, Juniper Networks has relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to Juniper Networks and the written representations of its directors, executive officers and 10% stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company reimburses Mr. Kriens for his use of a personal aircraft for business purposes at the rate of $1500 per flying hour, not to exceed an aggregate of $300,000 in any one calendar year.

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EXECUTIVE COMPENSATION

     The following table discloses compensation received by Juniper Networks’ Chief Executive Officer during fiscal 2003 and Juniper Networks’ four other most highly paid executive officers (together with the CEO, the “named executive officers”) during fiscal 2003 as well as their compensation received from Juniper Networks for each of the fiscal years ending December 31, 2002 and December 31, 2001.

Summary Compensation Table

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Option Grants In Last Fiscal Year

     The following tables set forth the stock options granted to the Named Executive Officers under the Company’s stock option plans and the options exercised by such Named Executive Officers during the fiscal year ended December 31, 2003.

     The Option/SAR Grant Table below sets forth hypothetical gains or “option spreads” for the options at the end of their respective ten-year terms, as calculated in accordance with the rules of the Securities and Exchange Commission.

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

     The following table shows stock option exercises and the value of unexercised stock options held by the Named Executive Officers during the last fiscal year.

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Employment Agreements

     The Company entered into a change of control agreement with Mr. Kriens on October 1, 1996, which provides that he will be entitled to base compensation and benefit payments for a period of three months in the event that his employment is terminated in connection with a change of control of Juniper Networks. Further, Mr. Kriens’ restricted stock would be released from any repurchase option and his stock options would become vested and exercisable as to an additional amount equal to that amount which would have vested and become exercisable had Mr. Kriens remained employed for a period of 18 months following the change of control. If his employment continues following a change of control, his stock options will be vested and exercisable at a rate 1.5 times the rate otherwise set forth in the stock option agreement for a period of twelve months following the change of control. Under the employment agreement, Mr. Kriens is entitled to receive three months’ base compensation and benefits, regardless of whether there is a change of control, in the event that his employment is involuntarily terminated. Upon involuntary termination, and regardless of whether there has been a change of control, Mr. Kriens’ restricted stock and stock options would become immediately vested and exercisable as to an additional amount equal to the number of stock options which would have become vested and exercisable during the three-month period following the involuntary termination had Mr. Kriens remained employed by the Company.

     The Company entered into a change of control agreement with Mr. Gani in February 1997, which provides that he will be entitled to receive base compensation and benefits for a period of three months, in the event of involuntary termination. In the event of a change of control at Juniper Networks, the vesting of Mr. Gani’s stock options will accelerate as to that number of options equal to the number of shares that would vest over the next 30 months in accordance with the Company’s standard vesting schedule or the balance of his unvested stock, whichever amount is less.

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation Committee

     The Compensation Committee is comprised of three independent, non-employee members of the Board of Directors, none of whom have interlocking relationships as defined by the Securities and Exchange Commission. The Compensation Committee is responsible for reviewing and approving the annual base salary, the annual incentive bonus, including the specific goals and amounts, equity compensation and other benefits or compensation arrangements of the Company’s Chief Executive Officer and its other executive officers.

Compensation Philosophy

     The Compensation Committee recognizes that in order for the Company to successfully develop, introduce, market and sell products, the ability to attract, retain and reward qualified executive officers who will be able to operate effectively in a high growth, complex environment is vital. In that regard, the Company must offer compensation that (a) is competitive in the industry; (b) motivates executive officers to achieve the Company’s strategic business objectives; and (c) aligns the interests of executive officers with the long-term interests of stockholders.

     The Compensation Committee’s approach is predicated upon the philosophy that a substantial portion of aggregate annual compensation for executive officers should be contingent upon the Company’s overall performance and an individual’s contribution to the Company’s success in meeting certain critical objectives. In this regard, the Compensation Committee has tended to target lower levels of base salary relative to peer companies. In addition, the Compensation Committee’s overall philosophy regarding compensation is to encourage creation of long-term value for stockholders, employee retention, and equity ownership through stock option grants. As the Compensation Committee applies these compensation philosophies in determining appropriate executive compensation levels and other compensation factors, the Compensation Committee reaches its decisions with a view towards maximizing the Company’s overall performance.

     The Company provides its executive officers with a compensation package consisting of base salary, variable incentive pay, stock options and participation in benefit plans generally available to other employees. The Compensation Committee considers market information from published survey data provided to the Compensation Committee by the Company’s human resources staff. The market data consists primarily of base salary and total cash compensation rates, as well as incentive bonus and stock programs of other companies considered by the Compensation Committee to be peers in the Company’s industry. In addition, for determining 2004 compensation (including cash and equity compensation), the Compensation Committee retained an executive compensation consultant. The compensation consultant provided data from a selected peer group of networking and telecommunications companies as well as from broad high technology industry companies with revenues of $250 million to $1 billion.

     Since the Company’s 2003 Annual Meeting of Stockholders, the Compensation Committee has not structured such compensation arrangements so as to qualify them for deductibility under Section 162(m) of the Internal Revenue Code.

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Executive Officer Compensation

     Base Salary. For 2003, the Compensation Committee accepted management’s recommendation and did not make any adjustments to base salaries of the Chief Executive Officer or other executive officers of the Company. The Compensation Committee, in reviewing compensation at the end of 2003, determined that it was appropriate to increase Chief Executive Officer and Chief Financial Officer base salary levels in order to achieve a 50th percentile total cash position relative to comparative data. Market adjustments for 2004 base salary levels were not generally required for the other executive officers.

     Management Incentive Plan. The Company has an incentive bonus plan which is a percentage of base salary measured against the performance of the Company relative to certain goals for revenue, profitability and performance of certain key strategic objectives related to the Company’s market share, expansion of the business into new growth areas and individual performance of the executive officers. For 2003, the Compensation Committee awarded executive officer bonuses aggregating $492,997 that reflected the achievement of certain revenue and profitability goals. The bonuses were paid at approximately 60% of target.

     Stock Option Grants. Grants of stock options to executive officers are based upon each executive officer’s relative position, responsibilities, historical and expected contributions to the Company, and the executive officer’s existing stock ownership and previous option grants. Stock options are granted at the fair market value on the date of grant and will provide value to the executive officers only when the price of the Company’s common stock increases over the exercise price.

Chief Executive Officer Compensation

     For fiscal 2003, like all executive officers, on management’s recommendation, Mr. Kriens did not receive an increase in base salary. The Compensation Committee determined that Mr. Kriens’ base salary was substantially below comparative data, at the targeted 50th percentile level, and required adjustment. As a result, effective for fiscal year 2004, the Compensation Committee increased the base salary of Mr. Kriens to $425,000 with a target bonus percentage of 100% of base salary.

     Consistent with the Company’s philosophy to provide long-term incentive in the form of stock options, Mr. Kriens received an option in 2003 exercisable for 800,000 shares of Company common stock at an exercise price of $15.00. For 2004, the Compensation Committee awarded Mr. Kriens an option exercisable for 800,000 shares of Company common stock. The options granted to Mr. Kriens vest over a four-year period in accordance with the terms of the Company’s standard vesting schedule.

     Mr. Kriens management incentive bonus for 2003 was based on the same criteria as described above. Based on Company performance, Mr. Kriens was awarded a bonus of $161,350, which represented a payout at 60% of target.

MEMBERS OF THE COMPENSATION COMMITTEE

William Stensrud, Chairman,
Vinod Khosla, and
Kenneth Levy

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Compensation Committee Interlocks And Insider Participation

     No member of the Compensation Committee serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

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EQUITY COMPENSATION PLAN INFORMATION

     The following table provides information as of December 31, 2003 about our common stock that may be issued under the Company’s existing equity compensation plans. The table does not include information with respect to shares subject to outstanding options assumed by the Company in connection with acquisitions of the companies that originally granted those options. Footnote (6) to the table sets forth the total number of shares of the Company’s Common Stock issuable upon exercise of assumed options as of December 31, 2003, and the weighted average exercise price of those options. No additional options may be granted under those assumed plans.

     For a narrative description of the material features of the 2000 Plan, please see Note 10 to the Company’s Consolidated Financial Statements included with our Annual Report on Form 10-K for the year ended December 31, 2003.

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STOCK PERFORMANCE GRAPH

     The graph below shows the cumulative total stockholder return assuming the investment of $100 on June 25, 1996 in each of Juniper Networks common stock, the Nasdaq Composite Index and the Nasdaq Telecommunications Index.

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PRINCIPAL AUDITOR FEES AND SERVICES

     The Audit Committee has appointed Ernst & Young LLP as Juniper Networks’ independent auditors for the fiscal year ending December 31, 2004. Representatives of Ernst & Young are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Fees Incurred by Juniper Networks for Ernst & Young LLP

     Fees for professional services provided by the Company’s independent auditor in each of the last two years are:

     Audit fees are for professional services rendered in connection with the audit of the Company’s annual financial statements, the review of its quarterly financial statements. Audit-related fees in 2003 were primarily related to the issuance of the Zero Coupon Convertible Senior Notes due June 15, 2008. Audit-related fees during 2002 were primarily related to the acquisition of Unisphere Networks. Tax fees are for professional services rendered for tax compliance, tax advice and tax planning.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee discussed with the Company’s independent auditors the overall scope and plans for the audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee held 10 meetings during fiscal year 2003.

     In this context, the Audit Committee hereby reports as follows:

     1. The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management.

     2. The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standard, AU 380), SAS 99 (Consideration of Fraud in a Financial Statement Audit) and Securities and Exchange Commission rules discussed in Final Releases Nos. 33-8183 and 33-8183a.

     3. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committee”) and has discussed with the independent auditors the independent auditors’ independence.

     4. Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in Juniper Networks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for filing with the Securities and Exchange Commission.

MEMBERS OF THE AUDIT COMMITTEE

Robert M. Calderoni
Kenneth Goldman
William R. Hearst III

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Appendix A

AMENDED AND RESTATED CHARTER
OF THE AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF
JUNIPER NETWORKS, INC.

     PURPOSE

     The purpose for the Audit Committee of the Board of Directors of Juniper Networks, Inc. shall be:

     (a) To assist the Board of Directors in oversight and monitoring of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence and performance, (iv) the Company’s internal accounting and financial controls, improvements made or to be made in such controls; and (v) the internal audit function.

     (b) To prepare the report required in the annual proxy statement as set forth in the rules of the SEC;

     (c) To make such examinations as are necessary to monitor the corporate financial reporting and external audit requirements of Juniper Networks, Inc. and its subsidiaries (the “Company”);

     (d) To provide to the Board of Directors the results of its monitoring and examining and recommendations derived therefrom;

     (e) To appoint the independent auditors, determine and approve the auditing fees, and oversee the engagement and work of the independent auditors;

     (f) To provide to the Board of Directors such additional information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters that require its attention; and

     (g) To undertake those specific duties and responsibilities described in this charter as well as such other duties as the Board of Directors from time to time prescribe.

     The Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Committee deems necessary to carry out its duties, and the Committee shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to the outside legal, accounting or other advisors employed by the Committee.

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     MEMBERSHIP

     The Audit Committee will consist of at least three members of the Board of Directors, each of whom will be appointed by and serve at the discretion of the Board of Directors and shall meet the following requirements, as well as any requirements promulgated by the SEC now or in the future:

     (a) Each member will be independent, as defined by Nasdaq Rule 4200 and any rule or regulation prescribed by the SEC;

     (b) Each member will be able to read and understand fundamental financial statements, in accordance with Nasdaq Audit Committee requirements;

     (c) At least one member will qualify (as determined by the Board) as a “financial expert” as defined in regulations promulgated by the SEC and the Nasdaq stock market.

     RESPONSIBILITIES

     The responsibilities of the Audit Committee shall include:

     (a) Overseeing the internal audit function and reviewing, on a continuing basis, the adequacy of the Company’s system of internal controls, including meeting periodically with the Company’s management and the independent auditors to review the adequacy of such controls and to review before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the Company’s periodic filings and the attestations or reports by the independent auditors relating to such disclosure;

     (b) Appointing, compensating and overseeing the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

     (c) Pre-approving audit and permissible non-audit services provided to the Company by the independent auditors (or subsequently approving permissible non-audit services in those circumstances where a subsequent approval is necessary and permissible). . The pre-approval of permissible non-audit services to be performed by the independent auditors may be delegated by the Committee to one or more Committee members;

     (d) The Audit Committee shall have the sole authority to approve the hiring and firing of the independent auditors, all audit engagement fees and terms and all non-audit engagements, as may be permissible, with the independent auditors;

     (e) Reviewing and providing guidance with respect to the external audit and the Company’s relationship with its independent auditors by (i) reviewing the independent auditors’ proposed audit scope, approach and independence; (ii) obtaining on a periodic basis a statement from the independent auditors regarding relationships and services with the Company which may impact independence and presenting this statement to the Board of Directors, and to the extent there are relationships, monitoring and investigating them; (iii) discussing with the Company’s independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies and disagreements with management and any other matters described in SAS No. 61, as may be modified or supplemented; (iv) reviewing reports submitted to the audit committee by the

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independent auditors in accordance with the applicable SEC requirements; (v) reviewing and discussing with management and the independent auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively, with the SEC; and (vi) establishing the hiring policies for any employees or former employees of the Company’s independent auditors.

     (f) Directing the Company’s independent auditors to review before filing with the SEC the Company’s interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews;

     (g) Conducting a post-audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors;

     (h) Reviewing before release the unaudited quarterly operating results in the Company’s quarterly earnings release;

     (i) Overseeing compliance with the requirements of the SEC for disclosure of auditor’s services and audit committee members, member qualifications and activities;

     (j) Reviewing, approving and monitoring the Company’s Worldwide Code of Business Conduct and Ethics;

     (k) Establishing procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing or other matters in accordance with SEC rules and regulations;

     (l) Reviewing, in conjunction with counsel, any legal matters that could have a significant effect on the Company’s financial statements;

     (m) Providing oversight and review at least annually of the Company’s risk management policies, including its investment policies;

     (n) Reviewing the performance of the independent auditors and ensuring that the independent auditors are accountable to the directly to the Audit Committee ;

     (o) Ensuring receipt from the independent auditors of a formal written statement delineating between the auditor and the Company, consistent with Independence Standards Board Standard 1, as well as actively engaging in a dialog with the independent auditors with respect to any disclosed relationships or services that may affect the objectivity and independence of the independent auditor;

     (p) If necessary, instituting special investigations and, if appropriate, hiring special counsel or experts to assist;

     (q) Reviewing and approving related party transactions for potential conflicts of interest;

     (r) Reviewing and reassessing the adequacy of this formal written charter on an annual basis; and

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     (s) Performing other oversight functions as requested by the full Board of Directors.

     In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board of Directors delegates to it, and will report, at least annually, to the Board of Directors regarding the Committee’s examinations and recommendations.

     MEETINGS

     The Audit Committee will meet at least four times each year. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

     The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as are appropriate to review the financial affairs of the Company. The Audit Committee will meet separately with the independent auditors of the Company, at such times as it deems appropriate, to review the independent auditor’s examination and management report and to otherwise fulfill its responsibilities under the charter.

     REPORTS

     The Audit Committee will record its summaries of recommendations to the Board of Directors in written form that will be incorporated as a part of the minutes of the meeting of the Board of Directors at which those recommendations are presented.

     MINUTES

     The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

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Directions to the Historic Del Monte Building
100 S. Murphy Ave. #103
Sunnyvale, CA 94086-6118

From Highway 101 Northbound or Southbound:

Exit Mathilda Avenue South. Proceed 1.5 miles to Washington Avenue. Turn left.

Go 3 blocks to Murphy Avenue and turn left.

The Historic Del Monte Building is at the end of the block on the right. (See map for parking)

The banquet office is on the rear of the building facing Sunnyvale Avenue — look for the green awning that says “Banquet Office”. The elevator can be found at the rear entrance.

From Highway 280 Northbound:

Exit at De Anza Blvd and turn right. (De Anza Blvd. will become Sunnyvale/Saratoga Rd.)
Proceed 2 miles to El Camino Real. Cross El Camino and drive to Washington Avenue.
Turn right on Washington Avenue. Go 3 blocks to Murphy Avenue and turn left.
The Historic Del Monte Building is at the end of the block on the right. (See map for parking)

The banquet office is on the rear of the building facing Sunnyvale Avenue — look for the green awning that says “Banquet Office”. The elevator can be found at the rear entrance.

From Highway 280 Southbound:

Exit at De Anza Blvd. and turn left. (De Anza Blvd. will become Sunnyvale/Saratoga Rd.)
Proceed 2 miles to El Camino Real. Cross El Camino and drive to Washington Avenue.
Turn right on Washington Avenue. Go 3 blocks to Murphy Avenue and turn left.
The Historic Del Monte Building is at the end of the block on the right. (See map for parking)

The banquet office is on the rear of the building facing Sunnyvale Avenue — look for the green awning that says “Banquet Office”. The elevator can be found at the rear entrance.

From Highway 880 Northbound or Southbound:

Exit at Highway 237 and drive to the Mathilda Exit. Turn left and drive 2 miles to Washington Avenue. Turn left.
Go 3 blocks to Murphy Avenue and turn left.
The Historic Del Monte Building is at the end of the block on the right. (See map for parking)

The banquet office is on the rear of the building facing Sunnyvale Avenue — look for the green awning that says “Banquet Office”. The elevator can be found at the rear entrance.

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

JUNIPER NETWORKS, INC.

02           0000000000             214958311655

The Board of Directors Recommends a Vote FOR
Items 1 and 2.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” PROPOSALS 1 AND 2.

Please sign exactly as your name(s) appears on this Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

JUNIPER NETWORKS, INC.

2004 ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 19, 2004
9:00 a.m. Pacific time

The Historic Del Monte Building
100 South Murphy Street
Third Floor
Sunnyvale, CA 94086

This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 19, 2004.

If no choice is specified, the proxy will be voted “FOR” Items 1 and 2.

By signing the proxy, you revoke all prior proxies and appoint Marcel Gani and Mitchell Gaynor, and each of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.