EXHIBIT 10.84


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


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

               (As Amended and Restated Effective October 1, 1997)


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                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

1.  Purpose.................................................................2

2.  Definitions.............................................................2

3.  Eligibility.............................................................4

4.  Election to Participate in Plan.........................................5

5.  Accounts................................................................5

6.  Deferral Increments and Growth..........................................5

7.  Earnings or Losses on Accounts..........................................6

8.  Certain Account Distributions After Completion of 
    Two Years of Plan Participation.........................................6

9.  Statements..............................................................6

10. Form and Time of Payment of Accounts....................................7

11. Effect of Death of Participant..........................................7

12. General Duties of Trustee...............................................8

13. Withholding Taxes:......................................................9

14. Participant's Unsecured Rights..........................................9

15. Non-assignability of Interests..........................................9

16. Limitation of Rights....................................................9

17. Administration of the Plan..............................................9

18. Amendment or Termination of the Plan....................................9

19. Choice of Law and Claims Procedure.....................................10

20. Execution and Signature................................................11

                                      

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                             SUN MICROSYSTEMS, INC.

                  U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN


     The Sun Microsystems,  Inc. U.S.  Non-Qualified  Deferred Compensation Plan
(the  "Plan"),  effective  July 1, 1995,  is hereby  amended and restated in its
entirety  effective  as of  October  1,  1997  by Sun  Microsystems,  Inc.  (the
"Company"),  acting  on  behalf  of  itself  and  its  designated  subsidiaries.
Throughout,  the term "Company" shall include wherever  relevant any entity that
is directly or  indirectly  controlled by the Company or any entity in which the
Company has a significant  equity or investment  interest,  as determined by the
Company.

                                    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   ("Plan
Beneficiaries") from the Company's general assets.

     3. The Company  intends to enter into an agreement (the "Trust  Agreement")
with a person or persons,  including an entity,  who shall serve as trustee (the
"Trustee") under an irrevocable trust, to be used in connection with the Plan.

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

     5. The Company intends that amounts allocated 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  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.



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     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:

     o   Employee  salary  and  incentive   bonus/commissions  (for  Sales  Vice
         Presidents and Directors); 
     o   Employee annual bonus awards; and
     o   Board of Directors fees.

2.   Definitions:

     (a) Account means a  bookkeeping  account  established  pursuant to Section
5(a) for Compensation that is subject to a Participant's deferral election.

     (b) 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.

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

     (d)  Committee  means the Benefits Plan  Committee,  appointed by the Board
from time to time.

     (e) Company means Sun Microsystems, Inc.

     (f) Compensation means:

         (i) The  amount of the  Eligible  Employee's  base  salary  paid by the
Company or one of its subsidiaries; and

         (ii) The amount  paid by the Company or one of its  subsidiaries  to an
Eligible   Employee   as  an  annual   corporate   bonus  award  and  any  other
bonus/incentive  award that is approved by the Committee 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, commissions; and

                                       -2-

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         (iv) In the case of an Eligible Board Member,  the amount of his or her
director's  fees  from the  Company,  which  includes  only  retainer  payments.
Compensation does not include directors' expense reimbursements or meeting fees.

     (g) Election Period means:

         (i) Generally June of each year; and

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

         (iii) With respect to the Plan Restatement, September, 1997.

     (h) Eligible  Board Member means a member of the Board (other than a member
who is also an Eligible Employee).

     (i) Eligible  Employee means an officer of the Company or other  common-law
employee  of the  Company or one of its  subsidiaries  who is  designated  under
Section 3.

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

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

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

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

     (n)  Retirement  Date means the first day of the month  coinciding  with or
next day following the  Participant's  termination  of employment  following the
earlier of his or her:

         (i) 65th birthday,

         (ii) 60th birthday if the Participant has 5 years of Service,

         (iii) 55th birthday it the Participant has 10 years of Service; or

         (iv) 20th year anniversary of Service.

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     (o) Service means:

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

         (ii) Period serving as an elected Board Member.

     A  Participant's  Service  shall be determined by the Committee in its sole
discretion.

     (p) Total  Disability means that the Participant is unable to engage in any
substantial gainful activity by reason of a medically  determinable  physical or
mental  impairment which may result in  Participant's  death, or condition which
lasts,  or may last,  a  continuous  period of not less than twelve  consecutive
months.  Total  Disability  shall be  determined  by the  Committee  in its sole
discretion.

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

         (i) Sudden or 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
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.

         An Unforeseeable Emergency under the Plan does not include:

         (i) Sending a child to college; or

         (ii) Purchasing a home, per Rev. Proc. 95-64.

     (r) Year means a calendar year unless otherwise noted.

3.   Eligibility:  Participation  in the  Plan  is  limited  to  Eligible  Board
Members, and Eligible Employees, who are eligible to participate in the Plan if:

                                       -4-

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     (a) He or she is subject  only to U.S.  income  taxes for the year in which
the deferral is effective; and

     (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
Committee.

     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.  A Participant may elect to participate in the Plan
by filing a written  "Deferred  Compensation  Election  Form"  with the  Company
during any Election  Period.  Such election  applies to applicable  Compensation
paid in payroll periods commencing after the close of the Election Period. A new
election must be made for each Election  Period.  The Participant  shall specify
any amount greater than or equal to the minimum deferral as described in Section
6(a). This can be expressed as a fixed dollar amount or as a percentage.

     (b) Election  Form.  All deferral  elections  under this Section 4 shall be
made in a manner prescribed for this purpose by the Committee.

5.   Accounts:

     (a)  Establishment  of Account.  The Company shall establish an Account for
each Participant who duly files a Deferred Compensation Election Form.

     (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 allocable thereto.

6.   Deferral Increments and Growth:

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

                                       -5-

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     (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

         (ii) Up to 80% of base salary and incentive awards/commissions

     (c) The  Participant  who is an  Eligible  Board  Member may elect to defer
(less any withholding  requirements),  up to 100% of their retainer payments (to
be credited to the account quarterly).

7.   Earnings or Losses on Accounts:

     (a)  General  Rule.  Subject  to  Section  7(c)  below,  the  amount  in  a
Participant's Account shall be adjusted for gain or loss on the last day of each
month  based  on the  performance  of the  investment  options  selected  by the
Participant in accordance  with Section 7(b).  Gain or loss shall be computed as
if all amounts credited to the Account pursuant to Section 5(b) were credited as
of the first day of the month,  and all amounts  withdrawn from the Account were
withdrawn on the first day of the month.

     (b) Designation of Investment Indices by the Committee. The Committee shall
specify  two or more  investment  funds  that  shall  serve as  indices  for the
investment  performance of amounts  credited to the Accounts.  Accounts shall be
adjusted to reflect the gain or loss,  net of any  allocable  costs or expenses,
such accounts would  experience had they actually been invested in the specified
funds at the relevant  times.  The Committee  may vary the available  investment
funds from time to time,  but not more  frequently  than  quarterly.  Subject to
Section 7(c), a  participant  may select his or her  investment  options for new
deferrals  and  contributions,  or for  amounts  already  credited to his or her
Account,  once  per  calendar  quarter  effective  as of  the  first  day of the
following quarter using such form or forms as the Committee may specify.

     (c) Pre-Plan Restatement Accounts. Notwithstanding anything in this Section
7 to the contrary,  the balance in each Account as of the Plan  Restatement Date
shall be credited  quarterly  to reflect  interest  earned on the deferral in an
amount  determined by the Committee;  provided,  however,  that Participants may
elect  to  have  earnings  and  losses  on such  Accounts  credited  instead  in
accordance with Section 7(a) and (b) after the Plan  Restatement  Date. Any such
election  shall  be made  prior to the Plan  Restatement  Date in such  form and
subject to such other terms and conditions as the Committee shall specify.

8.   Certain In-Service Account Distributions.

     (a) After Completion of Two Years of Plan  Participation.  Each Participant
may elect in his or her Deferred  Compensation Election Form to have one or more
distributions of a specified  percentage or dollar amount of his or her Account,
not more  frequently  than once in a Plan Year,  commencing  in his or her third
year of  participation,  provided that the Participant has not terminated his or
her Service

                                       -6-

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with the Company.  A Participant  may delay once or cancel such  distribution at
any time prior to the date which is one year prior to the calendar year in which
the originally  scheduled  distribution  would take place,  but such election is
otherwise irrevocable.

     (b)  Previously  Scheduled  In-Service  Distributions.  Elections in effect
prior to the Plan Restatement Date for in-service distributions prior to January
1, 2000 shall remain in full force and effect.

9.   Statements: Quarterly, and/or at intervals determined by the Committee, the
Company  shall prepare and deliver to each  Participant a statement  listing the
amount credited to such Account as of the applicable date.

10.  Form and Time of Payment of Accounts:

     (a)  Timing  and  Method of  Distribution  of  Accounts.  In the event of a
Participant's  termination  of Service on or after his or her  Retirement  Date,
distribution of the value of the Participant's  Account balance shall be made as
soon  as  practicable  after  such  termination  consistent  with  the  form  of
distribution specified on the Participant's Deferred Compensation Election Form.
Available  forms  shall  include  either  a lump  sum  payment  or a  series  of
installments.  Accounts  subject to  installment  payouts  shall  continue to be
adjusted   for  gains  or  losses  in  the  same  manner  as  active   Accounts.
Notwithstanding  the foregoing,  the Participant who is receiving an installment
payout  on or  after  his  or  her  Retirement  Date  may  request  a  lump  sum
distribution of such Participant's Account. Any such lump sum distribution shall
be at the sole  discretion of the  Committee,  and shall be reduced by a penalty
equal to ten percent (10%) of the amount otherwise distributable,  which penalty
shall be forfeited to the Company.  A Participant  may modify his or her elected
form of distribution  (i.e.,  lump sum or installments) at any time prior to the
date that is three years before his or her first  post-employment  distribution.
If a Participant modifies his or her elected form of distribution but his or her
first post- employment  distribution is less than three years following the date
of the  modification  election,  his or her prior  elected form of  distribution
shall apply.

     If the Participant  terminates his or her service with the Company prior to
his or her Retirement  Date,  (other than on account of death),  he or she shall
receive  the  value of his or her  Account  in one lump sum  payment  as soon as
practicable after such termination.

     If a  Participant  elects  a  distribution  date  prior to  termination  of
Service,  the distribution  will be paid as soon as reasonably  practicable in a
lump sum after such distribution date.

     (b) Disability or Emergency. In the event of Participant's Total Disability
or  Unforeseeable  Emergency,  and upon  application  by such  Participant,  the
Committee may determine at its sole  discretion that payment of all, or part, of
such participant's Account shall be made in a different manner, or on an earlier
date than the time or times  specified in Subsection (a) above.  Payments due to
Participant's  Total  Disability or  Unforeseeable  Emergency shall be permitted
only to the extent reasonably required to satisfy the Participant's need.

                                       -7-

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     (c) Early  Distribution  Penalty.  Upon  application by a Participant,  the
Committee  may  determine  at  its  sole  discretion  that  payments  from  such
Participant's Account shall be made in a different manner, or on an earlier date
than the time or times  specified in  Subsection  (a) above.  All  distributions
under this  Subsection  (c) shall be  reduced  by a penalty  equal to 10 percent
(10%) of the amount  otherwise  distributable.  The penalty is  forfeited to the
Company.  A Participant who receives a distribution under this Subsection (c) is
ineligible to  participate in the Plan for the balance of the Plan Year in which
the distribution occurs and the following Plan Year.

11.  Effect of Death of Participant:

     (a) Distributions.  In the event of a Participant's death while an Eligible
Employee or Eligible Board Member (except in the case of a Participant's suicide
during  the  first  two  years  of  their   participation   in  the  Plan),  the
Participant's  Account  balance,  together with an amount equal to two times the
sum of (i) the  Participant's  actual  deferrals  under the Plan  after the Plan
Restatement Effective Date (exclusive of earnings),  plus (ii) the Participant's
actual  deferrals  under the Plan  before the Plan  Restatement  Effective  Date
(exclusive  of  earnings)  to the extent  such  deferrals  are  scheduled  to be
distributed  on  or  after  January  1,  2000,   shall  be  distributed  to  the
Participant's  Beneficiary.  In the event of (i) a Participant's  death while no
longer an Eligible Employee or Eligible Board Member (as applicable),  or (ii) a
Participant's  suicide during the first two years of their  participation in the
Plan, the Account  balance,  if any,  shall be distributed to the  Participant's
Beneficiary.  Any distributions  pursuant to this paragraph shall be made to the
Beneficiary in three annual  installments  or, at the request of the Beneficiary
and subject to the  Committee's  approval,  in a single lump sum,  commencing in
either case as soon as reasonably  practicable after the Participant's death. If
installment  payments are made, the remaining account balance (during the period
of the  installment  payouts)  shall cease to be credited  with  earnings on the
investment  chosen by the deceased  Participant,  and instead  shall be credited
with earnings based on a fixed rate of interest.

     (b) Beneficiary Designation.  Upon enrollment in the Plan, each Participant
shall file a prescribed  form with the Company naming a person or persons as the
Beneficiary who will receive  distributions  payable under the Plan in the event
of the Participant's  death. If the Participant does not name a Beneficiary,  or
if none of the named  Beneficiaries  is living at the time payment is due,  then
the Beneficiary shall be:

         (i) The spouse of the deceased Participant; or

         (ii) The living children of the deceased participant,  in equal shares,
if no spouse of the Participant is living; or

         (iii) The estate of the  Participant  if neither spouse nor children of
Participant are living.

     The  Participant may change the designation of a Beneficiary at any time in
accordance  with  procedures  established  by the Committee.  Designations  of a
Beneficiary, or an amendment or revocation

                                       -8-

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thereof,  shall be effective only if made in the prescribed  manner and received
by the Company prior to the Participant's death.

12.  General Duties of Trustee:

     (a) Trustee Duties. The Trustee shall manage, invest and reinvest the Trust
Fund as provided in the Trust Agreement. The Trustee shall collect the income on
the Trust Fund, and make distributions  therefrom,  all as provided in this Plan
and in the Trust Agreement.

     (b) Company  Contributions.  While the Plan remains in effect,  the Company
shall make  contributions  to the Trust Fund at least once each year. As soon as
practicable  after the close of each  calendar  year,  the Company shall make an
additional   contribution  to  the  Trust  Fund  to  the  extent  that  previous
contributions  to the Trust  Fund for the  current  calendar  year are less than
total future  liabilities  (other than death  benefits)  created with respect to
Participants'  Accounts as of the close of the current  calendar year;  provided
that, for 1997, contributions to the Trust Fund need only be sufficient based on
future liabilities  created with respect to Participants'  Accounts on and after
the Plan  Restatement  Effective  Date.  The Trustee shall not be liable for any
failure by the Company to provide  contributions  sufficient  to pay all accrued
benefits under the Plan in accordance with the terms of this Plan.

13.  Withholding  Taxes:  All  distributions  under the Plan shall be subject to
reduction in order to reflect withholding tax obligations imposed by law.

14.  Participant's  Unsecured Rights:  The Account of any Participant,  and such
Participant's right to receive  distributions from his or her Account,  shall be
considered an unsecured claim against the general  assists of the Company;  such
Accounts are unfunded  bookkeeping entries. The Company considers the Plan to be
unfunded for tax purposes and for purposes of Title I of ERISA.  No  Participant
shall have an interest in, or make claim  against,  any  specified  asset of the
Company pursuant to the Plan.

15.  Non-assignability  of Interests:  The interest of a  Participant  under the
Plan is not subject to option nor assignable by either  voluntary or involuntary
assignment or by operation of law,  including without limitation to: bankruptcy,
garnishment,  attachment or other  creditor's  process.  Any act in violation of
this Section 15 shall make the Plan void.

16.  Limitation of Rights:

     (a)  Bonuses.  Nothing in this Plan shall be construed to give any Eligible
Employee any right to be granted a bonus award.

     (b) Employment  Rights.  Neither the Plan nor deferral of any Compensation,
nor any other  action  taken  pursuant  to the  Plan,  shall  constitute,  or be
evidence  of, any  agreement  or  understanding,  express or  implied,  that the
Company or any of its  subsidiaries  will  employ an Eligible  Employee  for any
period of time,  in any position at any  particular  rate of  compensation.  The
Company and its

                                       -9-

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subsidiaries  reserve the right to terminate an Eligible  Employee's  Service at
any time for any reason,  except as  otherwise  expressly  provided in a written
employment agreement.

17.  Administration  of  the  Plan:  The  Plan  shall  be  administered  by  the
Committee.  The  Committee  shall have full power and  authority to  administer,
interpret, establish procedures for administering the Plan, prescribe forms, and
take any and all necessary  actions in connection with the Plan. The Committee's
interpretation  and  construction of the Plan shall be conclusive and binding on
all persons.  The Committee may appoint a plan  administrator or any other agent
and   delegate  to  them  such  powers  and  duties  in   connection   with  the
administration of the Plan as the Committee may from time to time prescribe.  In
the event that any Participants are found to be ineligible, that is, not members
of a select group of management or highly compensated employees,  according to a
determination  made by the U.S.  Department of Labor,  the Committee  shall take
whatever steps it deems necessary, in its sole discretion,  to equitably protect
the interests of the affected Participants.

18.  Amendment or  Termination  of the Plan:  The Board may amend,  suspend,  or
terminate  the Plan at any time;  provided,  however,  that no such action shall
reduce a Participant's  Account under the Plan without the Participant's written
consent.  In the event of termination of the Plan, the Accounts of  Participants
shall  continue to be  credited  with  earnings  until  distributed  pursuant to
Section 10, unless the Board  prescribes an earlier time or different manner for
the payment of such Accounts.  Without limiting the generality of the foregoing,
termination  of the Plan following  Change in Control shall  constitute an event
giving rise to  distribution of Accounts.  In such event,  the Company shall pay
all Account  balances in a lump sum or in annual  installments  over three years
(with  earnings),  in its  discretion,  to  Participants  and  Beneficiaries  of
deceased  Participants;  and all  deferrals  and payment of  benefits  except as
provided  above shall  cease.  For  purposes of this Plan,  the term  "Change in
Control" shall mean the purchase or  acquisition by any person,  entity or group
of  persons,  within the  meaning of  Section  13(d) or 14(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Act"),  or any  comparable  successor
provisions,   of  beneficial   ownership  (within  the  meaning  of  Rule  13d-3
promulgated  under the Act) of 30% or more of either the  outstanding  shares of
common stock or the  combined  voting power of the  Company's  then  outstanding
voting  securities  entitled  to  vote  generally,  where  the  approval  by the
stockholders of the Company or a  reorganization,  merger or  consolidation,  in
each case with  respect to which  persons  who are  stockholders  of the Company
immediately  prior  to such  reorganization,  merger  or  consolidation  do not,
immediately thereafter,  own more than 50% of the combined voting power entitled
to vote  generally in the election of  directors of the  reorganized,  merged or
consolidated  Company's  then  outstanding  securities,   or  a  liquidation  or
dissolution  of the  Company or of the sale of all or  substantially  all of the
Company's assets.

19.  Choice of Law and Claims Procedure:

     (a)  Choice  of  Law.  The  validity,   interpretation,   construction  and
performance of the Plan shall be governed by ERISA, and, to the extent that they
are  not  preempted,  by  the  laws  of  the  State  of  California,   excluding
California's choice-of-law provisions.

                                      -10-

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     (b) Claims and Review Procedure.  In accordance with the regulations of the
U.S. Secretary of Labor, the Committee shall:

                  (i) Provide  adequate  notice in writing to any Participant or
Beneficiary  whose claim for benefits  under the Plan has been denied.  Specific
reasons for such denial must be presented in a clear and precise manner intended
to be easily understood by such Participant or Beneficiary, and

                  (ii)  Afford  a  reasonable  opportunity  for a full  and fair
review  before  the Board to any  Participant  or  Beneficiary  whose  claim for
benefits has been denied.

20.  Execution and Signature:  To record the adoption of the Plan  by the Board,
the Company has caused its duly  authorized  officer to affix the corporate name
hereto:


                                           SUN MICROSYSTEMS, INC.



                                           By:__________________________________
                                                    Authorized Company Officer

                                      -11-