SUN MICROSYSTEMS, INC. U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 4.1

SUN MICROSYSTEMS, INC.

U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN

Amended and Restated as of June 30, 2003

TABLE OF CONTENTS

SUN MICROSYSTEMS, INC.

U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN

Amended and Restated as of June 30, 2003

     Sun Microsystems, Inc. (the “Company”), acting on behalf of itself and its U.S. subsidiaries, initially adopted the Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan (the “Plan”), effective July 1, 1995. The Plan is amended and restated effective as of June 30, 2003.

RECITALS

     1. The Company maintains the Plan, a deferred compensation plan for the benefit of a select group of management or highly compensated employees of the Company as well as members of the Company’s Board of Directors.

     2. Under the Plan, the Company is obligated to pay vested accrued benefits to Plan Participants and their Beneficiary or Beneficiaries from the Company’s general assets.

     3. The Company has entered into an agreement (the “Trust Agreement”) with Wells Fargo Bank, N.A. pursuant to which Wells Fargo Bank, N.A., serves as the trustee (the “Trustee”) under an irrevocable trust, to be used in connection with the Plan (the “Trust”).

     4. The Company intends to make contributions to the Trust so that such contributions will be held by the Trust and invested, reinvested and distributed, all in accordance with this Plan and the Trust Agreement.

     5. The Company intends that amounts contributed to the Trust and the earnings thereon shall be used by the Trustee to satisfy the liabilities of the Company under the Plan with respect to each Plan Participant for whom an Account (as defined below) has been established and such utilization shall be in accordance with the procedures set forth herein.

     6. The Company intends that the Trust be a “grantor trust” with the principal and income of the Trust treated as assets and income of the Company for federal and state income tax purposes.

     7. The Company intends that the assets of the Trust shall at all times be subject to the claims of the general creditors of the Company as provided in the Trust Agreement.

     8. The Company intends that the existence of the Trust shall not alter the characterization of the Plan as “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and shall not be construed to provide income to Plan Participants under the Plan prior to actual payment of the vested accrued benefits hereunder.

     NOW THEREFORE, the Company does hereby adopt this amended and restated Plan as follows and does also hereby agree that the Plan shall be structured, held and disposed of as follows:

     1. Purpose. The Plan provides Participants an opportunity to defer payment of a portion of Employee salary and incentive bonus/commissions (for Sales Vice Presidents and Directors); Employee annual bonus awards; and Board of Directors’ Director Fees.

     2. Definitions.

          (a) Account means a bookkeeping account established pursuant to Section 5(a) for Compensation that is subject to a Participant’s Deferred Compensation Election.

          (b) Administrator means the Compensation Committee or such other person, company or entity as may be designated from time to time by the Compensation Committee except as otherwise provided herein.

          (c) Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

          (d) Beneficiary means the person or persons designated by the Participant or by the Plan under Section 11(b) to receive payment of the Participant’s Account in the event of the Participant’s death.

          (e) Board means the Board of Directors of the Company, as constituted from time to time.

          (f) Change of Control means and includes each and all of the following occurrences:

               (i) The stockholders of the Company approve a merger or consolidation other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

               (ii) The acquisition by any Person as Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities except pursuant to a negotiated agreement with the Company and pursuant to which such securities are purchased for the account of the Company.

               (iii) A majority of the Board in office at the beginning of any thirty-six (36) month period is replaced during the course of such thirty-six (36) month period (other than by voluntary resignation of individual directors in the ordinary course of business) and such replacement was not initiated by the Board as constituted at the beginning of such thirty-six (36) month period.

     Any other provision of this Subsection 2(f) notwithstanding, the term “Change of Control” shall not include either of the following events undertaken at the election of the Company:

               (iv) A transaction, the result of which is to sell all or substantially all of the assets of the Company to another corporation (the “surviving corporation”); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Company immediately following such transaction in substantially the same proportions as their ownership of the Company’s common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement.

          (g) Compensation Committee means the Leadership Development and Compensation Committee of the Board, appointed by the Board from time to time.

          (h) Company means Sun Microsystems, Inc. and its U.S. subsidiaries, and any successor organization thereto.

          (i) Compensation means:

               (i) amount of the Eligible Employee’s base salary paid by the Company or one of its U.S. subsidiaries; and

               (ii) The amount paid by the Company or one of its U.S. subsidiaries to an Eligible Employee as an annual corporate bonus award and any other bonus/incentive award that is approved by the Administrator as earnings that can be deferred under the Plan (some incentive/bonus awards will not be eligible for deferral); and

               (iii) For Sales Vice Presidents and Directors, incentive bonus/commissions; and

               (iv) In the case of an Eligible Board Member, the amount of his or her Director Fees from the Company.

               For purposes of the foregoing, Compensation as described in clauses (i), (ii) and (iii) shall be eligible for deferral only to the extent such amounts are otherwise subject to U.S. payroll reporting and withholding.

          (j) Deferred Compensation Election means an election by an Eligible Employee or Eligible Board Member to participate in the Plan in accordance with Section 4 below.

          (k) Director Fees means any compensation payable with respect to an Eligible Board Member’s service as a member of the Board, including, but not limited to, meeting fees and annual retainer fees. Director Fees do not include directors’ expense reimbursements, stock options, or other stock-based compensation.

          (l) Election Period means:

               (i) Generally June of each year; and

               (ii) For newly hired vice presidents, at the sole discretion of the Administrator, may be eligible to enroll within thirty (30) days of hire.

          (m) Eligible Board Member means a member of the Board (other than a member who is also an Eligible Employee) who meets the requirements set forth in Section 3 below.

          (n) Eligible Employee means an officer of the Company or other common-law employee of the Company or one of its U.S. subsidiaries who meets the requirements set forth in Section 3 below.

          (o) Investment Committee means the Administrative Committee of the Sun Microsystems, Inc. Tax Deferred Retirement Savings Plan.

          (p) Participant means an Eligible Board Member or an Eligible Employee who has elected to defer Compensation.

          (q) Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act but excluding the Company and any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee).

          (r) Plan means this Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan, as amended from time to time.

          (s) Prior Plan Restatement means the amendment and restatement of the Plan as approved by the Board on August 13, 1997.

          (t) Prior Plan Restatement Effective Date means October 1, 1997.

          (u) Retirement Date means the last day of the month coinciding with or following the Participant’s termination of employment following the earlier of his or her

               (i) 55th birthday, if the Participant’s full years of Service with the Company added to Participant’s age (in full years) equals or exceeds 65; or

               (ii) 20th year anniversary of Service.

          (v) Service means:

               (i) Employment as a common-law employee of the Company or one of its subsidiaries; or

               (ii) Period served as an elected Board Member.

               (iii) A Participant’s Service shall be determined by the Administrator in its sole discretion. A Participant’s Service shall not be deemed to have terminated merely because the capacity in which the Participant renders Service to the Company changes from Eligible Employee to Eligible Board Member or vice-versa.

          (w) Total Disability has the same meaning as “Disability” under Sun Microsystems, Inc. Comprehensive Welfare Plan.

          (x) Unforeseeable Emergency means a severe financial hardship to the Participant resulting from:

               (i) Sudden and unexpected illness or accident of either the Participant or dependent of same; or

               (ii) Loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances beyond the control of the Participant.

               Hardship shall not constitute an unforeseeable Emergency under the Plan to the extent that it is, or may be, relieved by:

               (i) Reimbursement or compensation, by insurance or otherwise;

               (ii) Liquidation of the Participant’s assets to the extent that the liquidation of such assets would not itself cause severe financial hardship. Such assets shall include but not be limited to stock options, company stock, and 401(k) plan balances; or

               (iii) Cessation of deferrals under the Plan.

               An Unforeseeable Emergency under the Plan does not include:

               (i) Sending a child to college; or

               (ii) Purchasing a home, per Revenue Procedure 92-65.

          (y) Year means the Company’s fiscal year unless otherwise noted.

     3. Eligibility. Participation in the Plan is limited to Eligible Board Members, and Eligible Employees who are members of a select group of management or highly compensated employees. Such Eligible Board Member or Eligible Employee is eligible to participate in the Plan if:

          (a) He or she is subject to U.S. income and social security taxes and not covered under a non-U.S. retirement plan,

          (b) He or she is an officer, or his or her position is approved as a director level, or higher; or

          (c) He or she has been designated expressly as an Eligible Employee by the Administrator.

          If a Participant receives a distribution described in Section 10(c), the Participant shall be ineligible to participate in the Plan for the balance of the Plan Year in which the distribution occurs and the following Plan Year.

     4. Election to Participate in Plan.

          (a) Deferral Election. An Eligible Employee or an Eligible Board Member may elect to participate in the Plan by submitting a Deferred Compensation Election in such forms as the Company may specify during any Election Period.

          (b) Election Form. All Deferred Compensation Elections under this Section 4 shall be made in a manner prescribed for this purpose by the Administrator.

     5. Accounts.

          (a) Establishment of Account. The Company shall establish an Account for the terms of the Deferred Compensation Election.

          (b) Credits to Account. A Participant’s Account shall be credited with an amount equal to the percentage of each Compensation payment which would have been payable currently to the Participant but for the terms of the Deferred Compensation Election Form. Deferred Compensation for Participants shall be credited to the Participant’s Account as of the first day of the month in which such deferred amounts would otherwise be paid to the Participant.

          (c) Vesting. Participants shall at all times be 100% vested in their deferrals under the Plan and all earnings or losses allocable thereto.

     6. Deferral Increments.

          (a) The minimum deferral per year will be determined by the Administrator.

          (b) The Participant who is an Eligible Employee may elect to defer (less any withholding requirements):

               (i) Up to 100% of any eligible annual bonus award; and

               (ii) Up to 60% of base salary and incentive awards/commissions.

          (c) The Participant who is an Eligible Board Member may elect to d