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                                                                     EXHIBIT 4.1

                             SUN MICROSYSTEMS, INC.
                          1989 FRENCH STOCK OPTION PLAN
                           (AMENDED DECEMBER 23, 2002)

         The following constitute the provisions of the 1989 French Stock Option
Plan of Sun Microsystems, Inc.:

         1. Purpose. The purpose of the Plan is to provide employees of Sun
Microsystems France, S.A. and the Company's other Designated Subsidiaries, if
any, with an opportunity to purchase Common Stock of Sun through accumulated
payroll deductions.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of Sun.

                  (b) "Common Stock" shall mean the Common Stock, $.00067 par
value, of Sun.

                  (c) "Company" shall mean Sun Microsystems, Inc., a Delaware
corporation.

                  (d) "Compensation" shall mean all regular straight time gross
earnings, including variable compensation for field sales personnel and
incentive bonuses, overtime, shift premium, lead pay and automobile allowances,
but excluding other compensation.

                  (e) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.

                  (f) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "Employee" shall mean any person, including an officer,
who is customarily employed for at least twenty (20) hours per week and more
than five (5) months in a calendar year by the French Company or one of the
Designated Subsidiaries.

                  (h) "Enrollment Date" shall mean the first day of each
Offering Period.

                  (i) "Exercise Date" shall mean the last day of each Offering
Period.

                  (j) "French Company" shall mean Sun Microsystems France, S.A.,
a French corporation.

                  (k) "Offering Period" shall mean a period of six (6) months
during which an option granted pursuant to the Plan may be exercised.

                  (l) "Option Price" shall mean the price determined pursuant to
Section 7(b) hereof.

                  (m) "Plan" shall mean the 1989 French Stock Option Plan of Sun
Microsystems, Inc.

                  (n) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than fifty percent (50%) of the voting shares are
held by Sun or a Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by Sun or a Subsidiary.

                  (o) "Sun" shall mean Sun Microsystems, Inc., a Delaware
corporation.

         3. Eligibility.

                  (a) Any Employee who shall be employed by the French Company
or a Designated Subsidiary on a given Enrollment Date shall be eligible to
participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own

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stock and/or hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of Sun or of any subsidiary of Sun, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans of Sun and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on or about November 1
and May 1 of each year, and continuing thereafter until terminated in accordance
with Section 19 hereof. The Board of Sun shall have the power to change the
duration of Offering Periods with respect to future offerings without
shareholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.

         5. Participation.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll office
prior to the applicable Enrollment Date, unless a later time for filing the
subscription agreement is set by the Board for all eligible Employees with
respect to a given Offering Period.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10.

         6. Payroll Deductions.

                  (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each payday
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each payday during the Offering Period,
and the aggregate of such payroll deductions during the Offering Period shall
not exceed ten percent (10%) of the participant's aggregate Compensation during
said Offering Period.

                  (b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. A participant may not make any
additional payments into such account.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10, but may not increase or decrease the rate of
his or her payroll deductions during the Offering Period.

         7. Grant of Option.

                  (a) On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period up to a number
of shares of Sun's Common Stock determined by dividing such Employee's payroll
deductions accumulated during such Offering Period by the Option Price;
provided, that in no event shall an Employee be permitted to purchase during
each Offering Period more than a number of shares determined by dividing $12,500
by the fair market value of a share of Sun's Common Stock on the Enrollment
Date, and provided further, that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. The option shall be
automatically exercised on the Exercise Date, unless the participant has
withdrawn pursuant to Section 10, and shall expire on the last day of the
Offering Period. Fair market value of a share of Sun's Common Stock shall be
determined as provided in Section 7(b) herein.


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                  (b) The Option Price per share of the shares offered in a
given Offering Period shall be the lesser of (i) 85% of the fair market value of
a share of the Common Stock of Sun on the Enrollment Date, or (ii) 85% of the
fair market value of a share of the Common Stock of Sun on the Exercise Date.
The fair market value of Sun's Common Stock on a given date shall be determined
by the Board in its discretion; provided, however, that where there is a public
market for the Common Stock, the fair market value per share shall be the
closing price of the Common Stock for such date, as reported by the Nasdaq Stock
Market, or, in the event the Common Stock is listed on a stock exchange, the
fair market value per share shall be the closing price on such exchange on such
date, as reported in the Wall Street Journal.

         8. Exercise of Option. The participant's option for the purchase of
shares will be exercised automatically on each Exercise Date, and the maximum
number of full shares subject to option will be purchased for such participant
at the applicable Option Price with the accumulated payroll deductions in his or
her account, unless prior to such Exercise Date the participant has withdrawn
from the Offering Period as provided in Section 10. During a participant's
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her. No fractional shares shall be purchased; any payroll
deductions accumulated in a participant's account, which are not sufficient to
purchase a full share, shall be retained in the participant's account for the
subsequent Offering Period, subject to earlier withdrawal by the participant as
provided in Section 10 hereof. Any other monies left over in a participant's
account after the Exercise Date shall be returned to the participant.

         9. Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company, at its discretion, shall either
arrange for the delivery to each participant of a certificate representing the
shares purchased upon exercise of his or her option, or credit the shares
purchased to an account in the participant's name with a brokerage firm selected
by the Board to hold the shares in street name.

         10. Withdrawal; Termination of Employment.

                  (a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his or her account will be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the current Offering Period will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made during the Offering
Period.

                  (b) Upon termination of the participant's Continuous Status as
an Employee prior to the Exercise Date of an Offering Period for any reason,
including retirement or death, the payroll deductions credited to such
participant's account during the Offering Period, but not yet used to exercise
the option, will be returned to such participant, or, in the case of his or her
death, to the person or persons entitled thereto under Section 14, and such
participant's option will be automatically terminated.

                  (c) In the event an Employee fails to remain in Continuous
Status as an Employee of the French Company or a Designated Subsidiary for at
least twenty (20) hours per week during an Offering Period in which the Employee
is a participant, he or she will be deemed to have elected to withdraw from the
Plan and the payroll deductions credited to his or her account will be returned
to such participant and such participant's option terminated; provided, that (i)
if an Employee shall take an unpaid leave of absence approved by the French
Company or a Designated Subsidiary of more than thirty (30) days during an
Offering Period in which the Employee is a participant, he or she will be deemed
to have

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withdrawn from the Offering Period on the thirty-first (31st) day of such leave,
and (ii) if an Employee shall take a paid leave of absence approved the French
Company or a Designated Subsidiary of more than ninety (90) days during an
Offering Period in which the Employee is a participant, he or she will be deemed
to have withdrawn from the applicable Offering Period on the earlier of (aa) the
ninety-first (91st) day if the Employee is paid for the entire ninety (90) day
leave, or (bb) the last day upon which the Employee is paid, provided, he or she
is paid for at least thirty (30) days. On the date upon which the Employee shall
be deemed to have withdrawn from the Offering Period, the payroll deductions
credited to his or her account will be returned to him or her.

                  (d) A participant's withdrawal from an Offering Period will
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.

         11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

         12. Stock.

                  (a) The maximum number of shares of Sun's Common Stock which
shall be made available for sale under the Plan shall be 7,360,000 shares,
subject to adjustment upon changes in capitalization of Sun as provided in
Section 18. If on a given Exercise Date the number of shares with respect to
which options are to be exercised exceeds the number of shares then available
under the Plan, Sun shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.

                  (b) The participant will have no interest or voting right in
shares covered by his or her option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse.

         13. Administration. The Plan shall be administered by the Board of Sun
or a committee of members of the Board appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants.

         14. Designation of Beneficiary.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised, but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned,


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transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 14 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with
Section 10.

         16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees semi-annually promptly following the Exercise Date, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of Sun, the number of shares of Common Stock covered
by each option under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but have not yet been placed under option (collectively, the "Reserves"), as
well as the price per share of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
Sun; provided, however, that conversion of any convertible securities of Sun
shall not be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by Sun of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an option.

                  In the event of the proposed dissolution or liquidation of
Sun, the Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of Sun, or the merger of
Sun with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the option will terminate upon the expiration of such period.

                  The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of Sun being consolidated with or merged into any other
corporation.

         19. Amendment or Termination. The Board of Sun may at any time and for
any reason

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terminate or amend the Plan. Except as provided in Section 18, no such
termination can affect options previously granted, provided that an Offering
Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests of Sun and
its shareholders. Except as provided in Section 18, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.

         20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for Sun with respect to such
compliance.

             As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for Sun, such a representation is required by any of the
aforementioned applicable provisions of law.

         22. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of twenty (20) years unless
sooner terminated under Section 19.


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                                    EXHIBIT A
                                    ---------
                             SUN MICROSYSTEMS, INC.
                          1989 FRENCH STOCK OPTION PLAN
                             SUBSCRIPTION AGREEMENT




__      Original Application                        Enrollment Date: ___________
__      Change in Payroll Deduction Rate
__      Change of Beneficiary(ies)



1.       _______________________________ hereby elects to participate in the
         Sun Microsystems, Inc. 1989 French Stock Option Plan (the "Plan") and
         subscribes to purchase shares of Sun's Common Stock in accordance with
         this Subscription Agreement and the Plan. All terms used herein shall
         have the meanings ascribed to them in the Plan.

2.       1 hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday during the Offering Period
         in accordance with the Plan.

3.       1 understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable purchase price
         determined in accordance with the Plan. I further understand that,
         except as otherwise set forth in the Plan, shares will be purchased for
         me automatically on each Exercise Date unless I otherwise withdraw from
         the Offering Period by giving written notice to Sun for such purpose.

4.       1 have received a copy of Sun's most recent prospectus which describes
         the Plan and a copy of the complete Plan. I understand that my
         participation in the Plan is in all respects subject to the terms of
         the Plan.

5.       Shares purchased for me under the Plan should be issued in the name(s)
         of:

         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

6.       1 hereby agree to be bound by the terms of the Plan. The effectiveness
         of this

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         Subscription Agreement is dependent upon my eligibility to participate
         in the Plan.

7.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Plan:





NAME: (Please print)
                     -----------------------------------------------------------
                            (First)           (Middle)             (Last)


                                                 --------------------------

--------------------------
Relationship                                     --------------------------
                                                 (Address)




NAME: (Please print)
                     -----------------------------------------------------------
                            (First)           (Middle)             (Last)



                                                 --------------------------

--------------------------
Relationship
                                                 --------------------------
                                                 (Address)



Dated:
      --------------------                       --------------------------
                                                 Signature of Employee

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                                   EXHIBIT B
                                   ---------

                             SUN MICROSYSTEMS, INC.

                         1989 FRENCH STOCK OPTION PLAN
                         -----------------------------
                              NOTICE OF WITHDRAWAL
                              --------------------

     The undersigned participant in the Offering Period (the "Applicable
Offering Period") of the 1989 French Stock Option Plan of Sun Microsystems, Inc.
(the "Plan"), which began on _____________, 19__ hereby notifies Sun that he or
she hereby withdraws from the Applicable Offering Period.

     He or she hereby directs Sun to pay to the undersigned as promptly as
possible all the payroll deductions credited to his or her account with respect
to the Applicable Offering Period. The undersigned understands and agrees that
his or her option for the Applicable Offering Period will be automatically
terminated. No further payroll deductions will be made for the purchase of
shares in the Applicable Offering Period. The undersigned understands that he or
she may not participate in any succeeding Offering Period until he or she has
re-enrolled in the Plan by delivering a Subscription Agreement to Sun during the
open enrollment period for an Offering Period.

                                         Name and Address of Participant:


                                         _______________________________________

                                         _______________________________________

                                         _______________________________________






                                         Signature of Participant:

                                         _______________________________________


                                         Date: _________________________________


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