Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2008, the Compensation Committee of Juniper Networks, Inc. (the "Company") approved changes to existing change of control severance agreements for certain officers of the Company, including Robyn Denholm and Kim Perdikou, to: (1) address the requirements of Section 409A of the Internal Revenue Code, and (2) make the expiration of the change of control agreements coterminous with the January 1, 2011 expiration date of change of control agreements of other officers. There were no material changes approved to the benefits payable under the Company's existing change of control agreements.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the pending settlement of the Company's shareholder derivative litigation (the "Settlement"), on November 18, 2008, the Company's Board of Directors (the "Board") approved an amendment to the Company's Bylaws. The amendment is contingent and effective upon the final effectiveness of the Settlement, and adds a new Section 3.15 which states that at least two-thirds of the members of the Board of Directors must be independent as defined by the requirements of the exchange on which the Company's securities are listed and any other requirements of applicable law, subject to a 150-day cure period in the event of non-compliance. A copy of the amended and restated Bylaws of Juniper Networks, Inc., contingent and effective upon the final effectiveness of the Settlement, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit No. Description

3.1 Bylaws of Juniper Networks, Inc.

---

Top of the Form