The undersigned appoints Jonathan I. Schwartz and Michael A. Dillon, and each of them, as proxies of the undersigned, each with full power of substitution, to vote all of the shares of common stock of Sun Microsystems, Inc. (“Sun”) held of record by the undersigned as of October 20, 2009 at the Annual Meeting of Stockholders of Sun to be held at Sun’s Auditorium located at the Santa Clara Campus, 4030 George Sellon Circle, Santa Clara, California 95054 on December 17, 2009, commencing at 10:00 a.m., local time, and at any adjournment or postponement of the Annual Meeting, with all powers that the undersigned would possess if personally present, upon and respect of the following matters and in accordance with the following instructions.

IF YOU SUBMIT YOUR PROXY WITHOUT INDICATING YOUR VOTE, YOUR SHARES WILL BE VOTED “FOR” THE ELECTION OF TWELVE DIRECTORS AND “FOR” PROPOSAL NUMBER TWO AND FOR ANY POSTPONEMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE SUN BOARD OF DIRECTORS ON ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING, OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF, FOR A VOTE. HOWEVER, IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THOSE INSTRUCTIONS. 

YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE VOTE AT THE ANNUAL MEETING.