S-8

As filed with the Securities and Exchange Commission on May 31, 2005

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOLECTRON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-2447045
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

847 Gibraltar Drive, Milpitas, California 95035
(Address of Principal Executive Offices) (Zip Code)

SOLECTRON EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)

Kiran Patel
Executive Vice President and Chief Financial Officer
Solectron Corporation
847 Gibraltar Drive
Milpitas, California 95035
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (408) 956-6500

Copies to:
Steven E. Bochner, Esq. and John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304-1050

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed Maximum
Title of Securities	Amount to be			Maximum Offering			Aggregate Offering			Amount of
to be Registered	Registered			Price Per Share			Price			Registration Fee
Common Stock, $0.001 par value, to be issued under the Solectron Executive Deferred Compensation Plan		75,000	shares(1)	$	3.57	(2)	$	267,750	(2)	$	31.51	(2)
Common Stock, $0.001 par value, issuable to Directors in lieu of a portion of their annual director retainers		150,000	shares(1)	$	3.57	(2)	$	535,500	(2)	$	63.03	(2)
Deferred Compensation Obligations (3)		$5,000,000			100	%	$	5,000,000		$	588.50

(1)	This Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Solectron Corporation Executive Deferred Compensation Plan described herein (the “Plan”) or pursuant to the arrangement under which directors may receive stock in lieu of a portion of their annual retainer as described herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of $3.57 per share, the average of the high and low prices per share of the Common Stock on the New York Stock Exchange on May 24, 2005.
(3)	The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Solectron Executive Deferred Compensation Plan described herein.

TABLE OF CONTENTS

	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
Signatures
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 5.1
EXHIBIT 23.1

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this Registration Statement: (i) the latest annual report of Solectron Corporation (the “Registrant”) filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in clause (i) above (other than any Current Reports on Form 8-K containing Regulation FD disclosure furnished under Item 7.01 or Results of Operations and Financial Condition disclosure furnished under Item 2.02 and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Reports on Form 8-K); and (iii) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed pursuant to Section 2.02 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or deregisters all securities then remaining unsold (other than any Current Reports on Form 8-K containing Regulation FD disclosure furnished under Item 7.01 or Results of Operations and Financial Condition disclosure furnished under Item 2.02 and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Reports on Form 8-K), shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Deferred Compensation Obligations:

The $5,000,000 in Deferred Compensation Obligation and 75,000 shares of Common Stock being registered herein represent obligations (the “Obligations”) of the Registrant to pay deferred compensation in the future in accordance with the terms of the Solectron Executive Deferred Compensation Plan, as amended (the “Plan”).

The Obligations are general unsecured obligations of the Registrant to pay deferred compensation in the future according to the terms of the Plan from the general assets of the Registrant, and rank equally with other unsecured and unsubordinated indebtedness of the Registrant.

The amount of eligible compensation to be deferred by each participant is determined in accordance with the terms of the Plan based on elections by the participant. Amounts credited to a participant’s Plan account are credited with deemed investment returns equal to the experience of selected investment funds offered under the Plan committee (or its delegate) from time to time, and/or deemed invested in shares of common stock of the Registrant (“Shares”), including reinvestment of any deemed dividends, as elected by the participant. The Obligations are payable upon a date or dates selected by the participant in accordance with the terms of the Plan. A participant may elect payment in the form of a lump sum, or, if the participant’s employment or

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Board service is terminated after the participant attains age sixty (60) and has completed five (5) years of service, in up to ten (10) annual installments beginning on a fixed payment date. The Obligations are payable in the form of cash and/or Shares. The cash portion (if any) of a distribution will equal the sum of the deferred compensation plus any discretionary contributions made to the Plan on the participant’s behalf by the Registrant, adjusted to reflect the deemed investment returns on those amounts. The stock portion (if any) of the distribution will equal the number of Shares deemed credited to the participant’s Plan account. Notwithstanding the foregoing, payment of the Obligations must be made or begin to be made as soon as administratively practicable after a participant’s death, disability, termination of employment or termination of service on the Board.

Participants or beneficiaries may not sell, transfer, anticipate, assign, hypothecate or otherwise dispose of any right or interest in the Plan. A participant may designate one or more beneficiaries to receive any portion of any Obligations payable in the event of the participant’s death.

The Registrant may pay all or a part of a participant’s vested Obligations as an in-service withdrawal in order to meet a participant’s unforeseen emergency, as defined in the Plan. The Registrant has reserved the right to amend or terminate the Plan at any time and for any reason.

The Obligations are not convertible into any other security of the Registrant. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Registrant. No trustee has been appointed to take action with respect to the Obligations and each participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations.

Director Fees Paid in the Form of Common Stock:

In addition to the Plan, this Form S-8 is registering 150,000 shares of Common Stock of the Company pursuant to which members of the Board of Directors of the Company may elect to receive, in lieu of up to one-third of the aggregate annual cash retainer to which such directors are otherwise entitled (by reason of their service on the Company’s Board of Directors and any committee thereof), Common Stock of the Company with an aggregate value equal to no more than one-third of the aggregate annual cash retainer that such directors would otherwise receive (the “Director Common Stock in Lieu of Cash Retainer Arrangement”).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant’s Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Section 145 of the Delaware General Corporation law authorizes a court to award, or a corporation’s Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. The Registrant’s Bylaws provide for the mandatory indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Delaware General Corporation Law. The Registrant has entered into agreements to indemnify its directors and officers, in addition to the indemnification provided for in the Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify the director and officers for certain expenses, including attorney’s fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person’s services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

4.1       Solectron Executive Deferred Compensation Plan, as amended.

5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1     Consent of Independent Registered Public Accounting Firm.

23.2     Consent of Counsel (contained in Exhibit 5.1).

24.1     Power of Attorney of Directors (see page 8).

ITEM 9. UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes: 3

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a

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director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Solectron Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California on this 27th day of May, 2005.

SOLECTRON CORPORATION
(Registrant)
By:	/s/ Kiran Patel
	Kiran Patel, Executive Vice President
	and Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael R. Cannon and Kiran Patel, as his or her attorneys-in-fact, each with full power of substitution, for him or her and in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael R. Cannon Michael R. Cannon	President, Chief Executive Officer and Director (Principal Executive Officer)	May 27, 2005
/s/ Kiran Patel Kiran Patel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 27, 2005
/s/ Warren Ligan Warren Ligan	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 27, 2005
/s/ William A. Hasler William A. Hasler	Director	May 27, 2005
/s/ Richard A. D’Amore Richard A. D’Amore	Director	May 27, 2005
/s/ H. Paulett Eberhart H. Paulett Eberhart	Director	May 27, 2005
/s/ Heinz Fridrich Heinz Fridrich	Director	May 27, 2005

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Signature	Title	Date
/s/ William R. Graber William R. Graber	Director	May 27, 2005
/s/ Paul R. Low Paul R. Low, Ph.D.	Director	May 27, 2005
/s/ C. Wesley M. Scott C. Wesley M. Scott	Director	May 27, 2005
/s/ Cyril Yansouni Cyril Yansouni	Director	May 27, 2005

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EXHIBIT INDEX

4.1 Solectron Executive Deferred Compensation Plan, as amended.

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Counsel (contained in Exhibit 5.1).

24.1 Power of Attorney of Directors (see page 8).

EX-4.1

EXHIBIT 4.1

SOLECTRON EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective March 1, 2005

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			1
ARTICLE 2 ELIGIBILITY AND PARTICIPATION			3
2.1	ELIGIBILITY		3
2.2	COMMENCEMENT OF PARTICIPATION		3
2.3	CESSATION OF PARTICIPATION		4
2.4	CESSATION OF ELIGIBILITY		4
ARTICLE 3 CONTRIBUTIONS AND CREDITS			4
3.1	PARTICIPANT CONTRIBUTIONS AND CREDITS		4
3.2	EMPLOYER CONTRIBUTIONS AND CREDITS		5
ARTICLE 4 ALLOCATION OF FUNDS			5
4.1	ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS		5
4.2	ACCOUNTING FOR DISTRIBUTIONS		6
4.3	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS		6
ARTICLE 5 ENTITLEMENT TO BENEFITS			7
5.1	FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT		7
5.2	HARDSHIP DISTRIBUTIONS		7
5.3	RE-EMPLOYMENT OF RECIPIENT		8
5.4	LIMITATION ON DISTRIBUTIONS TO COVERED EMPLOYEES		8
ARTICLE 6 DISTRIBUTION OF BENEFITS			8
6.1	AMOUNT		8
6.2	TIMING OF DISTRIBUTION		8
6.3	METHOD OF DISTRIBUTION		9
6.4	FORM OF DISTRIBUTION		9
6.5	SPECIFIED EMPLOYEES		9
ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA			9
7.1	DESIGNATION OF BENEFICIARIES		9
7.2	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
	INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES		9
ARTICLE 8 ADMINISTRATION			10
8.1	COMMITTEE POWERS AND RESPONSIBILITIES		10
8.2	UNIFORMITY OF DISCRETIONARY ACTS		11
8.3	LITIGATION		11
8.4	INDEMNIFICATION		11
8.5	CLAIMS PROCEDURE		11
ARTICLE 9 AMENDMENT			13
9.1	RIGHT TO AMEND		13
9.2	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN		13
9.3	CHANGES IN LAW AFFECTING TAXABILITY		13

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TABLE OF CONTENTS
(Continued)

		Page
ARTICLE 10 TERMINATION			14
10.1	EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN		14
10.2	SUSPENSION OF DEFERRALS		14
10.3	ALLOCATION AND DISTRIBUTION		14
10.4	SUCCESSOR TO EMPLOYER		14
ARTICLE 11 THE TRUST			14
11.1	ESTABLISHMENT OF TRUST		14
ARTICLE 12 MISCELLANEOUS			15
12.1	LIMITATIONS ON LIABILITY OF EMPLOYER		15
12.2	CONSTRUCTION		15
12.3	SPENDTHRIFT PROVISION		15
12.4	TAX WITHHOLDING		16
12.5	NO EMPLOYMENT AGREEMENT		16
12.6	ATTORNEY'S FEES		16
12.7	GOVERNING LAW		16
12.8	ENTIRE AGREEMENT		16
12.9	SEVERABILITY		16

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SOLECTRON EXECUTIVE DEFERRED COMPENSATION PLAN

RECITALS

     Solectron Corporation (the “Company”), having established the Solectron Executive Deferred Compensation Plan (the “Plan”), hereby amends and restates the Plan in its entirety, effective as of March 1, 2005, or if later, such date such restated Plan is approved by the Company’s Board of Directors (the “Board”). The purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated employees of the Company and its related entities. Accordingly, it is intended that this Plan be exempt from the requirements of Parts II, III and IV of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. This Plan is intended to be an unfunded, nonqualified deferred compensation plan. Plan participants shall have the status of unsecured creditors of the Company with respect to the payment of Plan benefits. Furthermore, this Plan is intended to meet the requirements of section 409A of the Code and any regulations promulgated pursuant to section 409A.

ARTICLE 1

DEFINITIONS

     1.1 ACCOUNT means the book entry account(s) established under the Plan for each Participant’s Compensation Deferrals, Director Fee Deferrals, Employer Contributions and any contribution credits and deemed income, gains and losses credited thereto or debited therefrom. Account balances shall be reduced by any distributions made to the Participant or the Participant’s Beneficiary(ies) therefrom and any charges that may be imposed on such Account(s) pursuant to the terms of the Plan. Separate Subaccounts may be established to which shall be credited a Participant’s Compensation Deferrals and Director Fee Deferrals, if any, for each separate Plan Year, the Employer Contributions, if any, and the gains and losses with respect thereto. Where Subaccounts have been established, Account shall refer to all of the Participants’ Subaccounts, collectively, as the context may require.

     1.2 BENEFICIARY means any person or persons so designated in accordance with the provisions of Section 7.1.

     1.3 BOARD means the Board of Directors of the Company. If one or more committees have been appointed by the Board to determine eligibility under the Plan, Employer Contributions to be made to the Plan, or to exercise any other Company discretion with respect to such Plan, “Board” also means such committee(s).

     1.4 CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time.

     1.5 COMMITTEE means the Administrative Committee composed of such individuals as may be appointed by the Board which shall function as the administrator of the Plan.

     1.6 COMPANY means Solectron Corporation and any successor organization thereto.

     1.7 COMPENSATION means the total salary and bonus paid by the Employer to an Eligible Employee with respect to his or her performance of services for the Employer (as determined by the Committee). In addition, Compensation shall include any commissions earned by the Eligible Employee with respect to his or her services for the Employer (as determined by the Committee, in its discretion). Compensation shall also include any “Performance Based Compensation” as that term is defined under section 409A of the Code and any regulations thereunder.

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     1.8 COMPENSATION DEFERRALS means the percentage of an Eligible Employee’s Compensation which the Eligible Employee elects to defer pursuant to Section 3.1.

     1.9 DESIGNATION DATE means the date or dates as of which a designation of deemed investment directions by an individual pursuant to Section 4.3, or any change in a prior designation of deemed investment directions by an individual pursuant to Section 4.3, shall become effective. The Designation Dates in any Plan Year shall be determined by the Committee.

     1.10 DIRECTOR FEES means the retainer and appearance fees paid to a nonemployee Director of the Company with respect to his or her performance of services as a member of the Company’s Board of Directors. Director Fees shall also include any “Performance Based Compensation” as that term is defined under section 409A of the Code and any regulations thereunder.

     1.11 DIRECTOR FEE DEFERRALS means the amount of the Director Fees that the Eligible Employee elects to defer pursuant to Section 3.1.

     1.12 DISABILITY will be determined to exist if the Participant is unable to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and the Participant is receiving income replacement benefits for a period of not less than 3 months under any disability benefit plan for covered Employees of the Employer.

     1.13 EFFECTIVE DATE means the effective date of this restatement of the Plan, which shall be March 1, 2005, or if later, the date the Plan is approved by the Board.

     1.14 ELECTION means the form on which a Participant (i) elects to make Compensation Deferrals or Director Fee Deferrals pursuant to Article 3, or (ii) elects a fixed payment date pursuant to Article 5, or (iii) elects the method by which his or her Account will be distributed pursuant to Article 6. The Election shall be in such form, including specifically by electronic means, as may be prescribed by the Committee.

     1.15 ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), an individual who is a member of the select group of management, highly compensated employees, board of directors, or independent contractors as more particularly described in Article 2 and who has been designated by the Committee, in its sole discretion, as eligible to participate in the Plan.

     1.16 EMPLOYER means the Company and any other subsidiary of the Company that has, with the consent of the Committee, adopted this Plan for the benefit of its Eligible Employees.

     1.17 EMPLOYER CONTRIBUTIONS means the amount, if any, of contributions awarded to a Participant pursuant to Section 3.2.

     1.18 ENTRY DATE means the first day of any Plan Year and, as to any Eligible Employee, the date which is thirty (30) days from the date on which such Eligible Employee is first notified by the Committee of his or her eligibility to participate in the Plan. Notwithstanding the foregoing, for any individual first designated as an Eligible Employee on or before the Effective Date, his or her Entry Date shall be the Effective Date.

     1.19 OPEN ENROLLMENT PERIOD means such period as the Committee may specify which ends prior to the first day of each Plan Year, or, with respect to an Eligible Employee who first becomes eligible to participate in the Plan during a Plan Year, ends within thirty (30) days of becoming an Eligible Employee. Notwithstanding the foregoing, (i) the Open Enrollment Period for Plan Year 2005 shall end prior to March 15, 2005, and (ii) the Open Enrollment Period for deferrals of Performance Based Compensation

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may end no later than six (6) months prior to the end of the performance period for which services are to be rendered.

     1.20 PARTICIPANT means an Eligible Employee who has elected to participate in the Plan by executing and submitting an Election to the Committee. A Participant shall also mean an Eligible Employee for whom Employer Contributions are made, regardless of whether such Eligible Employee has executed and submitted an Election.

     1.21 PLAN means this Solectron Executive Deferred Compensation Plan, as amended from time to time.

     1.22 PLAN YEAR means the twelve (12) month period beginning on each January 1 and ending on the following December 31.

     1.23 RETIREMENT means the Participant’s termination of service with the Employer after obtaining age sixty (60) with at least five (5) Years of Service.

     1.24 SPECIFIED EMPLOYEE means any Participant who would be considered a “Specified Employee” as that term is defined in section 409A(a)(2)(B)(i) of the Code.

     1.25 TRUST means any trust, including a grantor trust within the meaning of subpart E, part I, subchapter J, chapter I, subtitle A of the Code, created by the Trust Agreement, to hold Compensation Deferrals, Director Fee Deferrals and Employer Contributions.

     1.26 TRUST AGREEMENT means the trust agreement entered into between the Company and the Trustee, effective as of the Effective Date, and any amendments thereto.

     1.27 TRUSTEE means the Trustee named in the Trust Agreement and any duly appointed successor or successors thereto.

     1.28 VALUATION DATE means any business day on which the New York Stock Exchange is open, or such other date that the Committee, in its sole discretion, designates as a Valuation Date.

     1.29 YEAR OF SERVICE means the 12 consecutive month period measured by an Eligible Employee’s date of hire and anniversaries thereof during which the Eligible Employee is employed by the Employer.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

     2.1 ELIGIBILITY. Eligibility for participation in the Plan shall be limited to a select group of management, highly compensated employees, board of directors or independent contractors of the Employer, who are designated by the Committee, in its sole discretion, as eligible to participate in the Plan. Eligible Individuals shall be notified as to their eligibility to participate in the Plan. Participation in the Plan is voluntary.

     2.2 COMMENCEMENT OF PARTICIPATION. An Eligible Employee may begin participation in the Plan upon any Entry Date, subject to the execution and submission of an Election pursuant to Article 3. In addition, participation of an Eligible Employee who has not otherwise commenced participation in the Plan, shall commence when an Employer Contribution is made to the Account of such Eligible Employee pursuant to the provisions of Section 3.2.

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     2.3 CESSATION OF PARTICIPATION. Active participation in the Plan shall end when a Participant’s employment terminates for any reason or at such time as a Participant is notified by the Committee, pursuant to Section 2.4, below, that he or she is no longer eligible to participate in the Plan. Upon termination of employment or eligibility, a Participant shall remain an inactive Participant in the Plan until the vested Account of the Participant under this Plan has been paid in full.

     2.4 CESSATION OF ELIGIBILITY. The Committee may at any time, in its sole discretion, notify any Participant that he or she is not eligible to participate in the Plan, or is not eligible for Employer Contributions in any Plan Year.

ARTICLE 3

CONTRIBUTIONS AND CREDITS

     3.1 PARTICIPANT CONTRIBUTIONS AND CREDITS.

          (a) Compensation Deferrals. An Eligible Employee may elect to reduce his or her Compensation by the percentage set forth in an executed Election filed with the Committee, subject to the provisions of this Article 3. The Compensation Deferrals shall not be paid to the Participant, but shall be withheld from the Participant’s Compensation and an amount equal to the Compensation Deferrals shall be credited to the Participant’s applicable subaccount. Each Election to make Compensation Deferrals shall apply only to Compensation earned after the effective date of such Election.

          (b) Director Fees Deferrals. An Eligible Employee who is a nonemployee Director of the Company may elect to reduce his or her Director Fees by the percentage set forth in an executed Election filed with the Committee, subject to the provisions of this Article 3. The Director Fee Deferrals shall not be paid to the Participant, but shall be withheld from the Participant’s Director Fees and an amount equal to the Director Fee Deferrals shall be credited to the Participant’s applicable subaccount. Such election to make Director Fee Deferrals shall apply only to Director Fees earned after the effective date of such Election.

          (c) Timing of Election. The Election must be filed with the Committee during the Open Enrollment Period for the Plan Year to which such Election applies.

          (d) Irrevocable Election. The Participant’s Election with respect to his or her Compensation Deferrals and/or Director Fee Deferrals is irrevocable. Unless increased, decreased or terminated during any subsequent Open Enrollment Period, an Election shall remain in effect until so changed by the Participant during such subsequent Open Enrollment Period.

          (e) Limitation on Compensation Deferrals. A Participant’s Compensation Deferral Elections and Director Fee Deferral Elections shall be subject to the following:

               (1) A Participant must defer a minimum of $1,000 each Plan Year. In the event the total amount deferred by a Participant in a Plan Year is less than the applicable minimum deferral amount, the Committee may, in its sole discretion, direct the Company to pay the amount deferred during that Plan Year to the Participant as soon as administratively feasible after the end of the Plan Year;

               (2) A Participant may elect to defer up to a maximum of seventy-five percent (75%) of his or her salary, up to one hundred percent (100%) of his or her bonus, up to one hundred percent (100%) of his or her commissions and up to one hundred percent (100%) of his or her Director Fees.

               (3) The Compensation Deferrals elected by the Participant shall be reduced by the amount(s), if any, which may be necessary, in the Committee’s sole and absolute discretion: (i) to satisfy all applicable income and employment taxes withholding and FICA contributions; (ii) to pay all

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contributions elected by the Participant pursuant to any other Company benefit plan which would require such compensation to be taken into account under such plan; and (iii) to satisfy all garnishments or other amounts required to be withheld by applicable law or court order.

          (f) No Withdrawal. Except as provided in Section 5.2 below, amounts credited to a Participant’s Account may not be withdrawn by a Participant and shall be paid only in accordance with the provisions of this Plan and applicable Participant Election.

          (g) Vesting. A Participant shall at all times be 100% vested in amounts credited to his or her Compensation Deferral Account and Director Fee Deferral Account.

     3.2 EMPLOYER CONTRIBUTIONS AND CREDITS.

          (a) Employer Contributions. Apart from Compensation Deferral Contributions and Director Fee Deferral Contributions, the Board shall retain the right to make discretionary contributions for any Participant under this Plan at the times and in the amount(s) designated by the Employer, in its sole discretion. Amounts so credited will be considered a Participant’s “Employer Contributions.”

          (b) Vesting. Unless otherwise determined by the Board prior to awarding any Employer Contribution, amounts credited to the Employer Contribution Account shall be subject to the vesting schedule designated by the Board for each annual Employer Contribution. Notwithstanding the preceding sentence, in the event of a Participant’s Disability, Retirement or death, provided that at the time of such Participant’s death the Participant was employed by the Employer, the Participant shall become one hundred percent (100%) vested in all Employer Contributions. Any Participant that terminates employment with the Employer for any reason other than Disability, Retirement or death prior to full vesting shall irrevocably forfeit the portion not vested. The Committee shall have the discretion to reinstate any such forfeitures if the Participant later becomes re-employed by the Employer.

          (c) Forfeitures for Misconduct. If a Participant separates from service with the Employer as a result of the Participant’s gross misconduct, as determined by the Committee, or if the Participant engages in unlawful business competition with the Employer, the Participant shall forfeit all amounts allocated to his or her Employer Contribution Account(s) under this Section 3.2 (regardless of the vesting of such amounts). Such forfeitures shall be retained by the Employer. Notwithstanding any provision of the Plan to the contrary, this Section 3.2(c) shall only be enforceable to the extent authorized by applicable law.

ARTICLE 4

ALLOCATION OF FUNDS

     4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to Section 4.3, each Participant shall have the right to direct the Committee as to how amounts in his or her Account shall be deemed to be invested. Subject to such limitations as may from time to time be required by law, imposed by the Committee or the Trustee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Committee, prior to the date on which a direction will become effective, the Participant shall have the right to direct the Committee as to how amounts in his or her Account shall be deemed to be invested. The Committee may, but is not required to, invest assets held by the Company on behalf of the Participant pursuant to the deemed investment directions the Committee has properly received from the Participant, and may utilize the Trust for the same in its discretion. The value of the Participant’s Account shall be equal to the value of the deemed investments specified by the Participant as if the Committee had so invested the Account.

          As of each Valuation Date, the Participant’s Account will be credited or debited to reflect the Participant’s deemed investments. The Participant’s Account will be credited or debited with the increase or decrease in the realizable net asset value of the designated deemed investments, as follows. As of each

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Valuation Date, an amount equal to the net increase or decrease in realizable net asset value (as determined by the Committee) of each deemed investment option within the Account since the preceding Valuation Date shall be allocated among all Participants’ Accounts deemed to be invested in that investment option in accordance with the ratio which the portion of the Account of each Participant which is deemed to be invested within that investment option, determined as provided herein, bears to the aggregate of all amounts deemed to be invested within that investment option.

     4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution made hereunder to the Participant or his or her Beneficiary or Beneficiaries shall be charged to such Participant’s Account. Such amounts shall be charged on a pro rata basis against the investments of the Plan in which the Participant’s Account is deemed to be invested.

     4.3 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS.

          (a) General Investment Directions. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Employer, prior to and effective for each Designation Date, each Participant may communicate to the Employer a direction (in accordance with (i), below) as to how his or her Account should be deemed to be invested among such categories of deemed investments as may be made available by the Employer hereunder. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant’s Account which is requested to be deemed to be invested in such categories of deemed investments, and shall be subject to the following rules:

               (i) Any initial or subsequent deemed investment direction shall be in writing, on a form supplied by and filed with the Committee, and/or, as required or permitted by the Committee, shall be by oral designation and/or electronic transmission designation. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Committee on which it would be reasonably practicable for the Committee to effect the designation. The Participant may, if permitted by the Committee, make a deemed investment direction for his or her existing Account balance as of the Designation Date and a separate deemed investment direction for contribution credits occurring after the Designation Date.

               (ii) All amounts credited to the Participant’s Account shall be deemed to be invested in accordance with the then effective deemed investment direction, and as of the Designation Date with respect to any new deemed investment direction, subject to paragraph (b) below, all or a portion of the Participant’s Account at that date shall be reallocated among the designated deemed investment funds according to the percentages specified in the new deemed investment direction unless and until a subsequent deemed investment direction shall be filed and become effective. An election concerning deemed investment choices shall continue indefinitely as provided in the Participant’s most recent Election, or other form specified by the Committee.

               (iii) If the Employer receives an initial or revised deemed investment direction which it deems to be incomplete, unclear or improper, the Participant’s investment direction then in effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment direction, the Participant shall be deemed to have filed no deemed investment direction) until the next Designation Date, unless the Employer provides for, and permits the application of, corrective action prior thereto.

               (iv) If the Employer possesses (or is deemed to possess as provided in (iii), above) at any time directions as to the deemed investment of less than all of a Participant’s Account, the Participant shall be deemed to have directed that the undesignated portion of the Account be deemed to be uninvested. Or, in its discretion, the Employer may direct such undesignated portion of the Account to be

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deemed to be invested in a money market, fixed income or similar fund made available under the Plan as determined by the Employer.

               (v) Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary.

          (b) Deemed Investment in Company Stock. Notwithstanding anything in this Plan to the contrary, a Participant may direct that the lesser of (i) one-third (1/3) of his or her Director Fees that constitute his or her annual retainer fees, or (ii) Twenty-Five Thousand Dollars ($25,000), shall be deemed to be invested in common stock of the Company. Any such investment shall be deemed to be in whole shares of Company stock, with any remaining cash deemed invested in accordance with paragraph (a) above. Notwithstanding anything in the Plan to the contrary, a deemed investment in Company stock shall be irrevocable, subject to the right of the Committee to change the deemed investments under the Plan.

          (c) Investment of Dividends. Any stock dividends paid on the Company stock in a Participant’s Account or shares acquired as a result of a stock split shall continue to be deemed to be invested in Company stock. Any cash dividends paid on the Company stock in a Participant’s Account shall, at the Participant’s election, be deemed to be invested in Company stock or in accordance with the Participant’s direction as set forth in paragraph (a) above.

ARTICLE 5

ENTITLEMENT TO BENEFITS

     5.1 FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. During the Open Enrollment Period of each Plan Year and on his or her Election a Participant may select a fixed payment date for the payment of amounts credited to his or her Compensation Deferral Account, Director Fees Deferral Account and Employer Contribution Account (to the extent authorized by the Board when any such contribution is authorized) during the Plan Year for which the Participant Election is effective, which will be valued and payable according to the provisions of Article 6. Such fixed payment dates may be postponed to later dates so long as elections to so postpone the dates are made by the Participant at least twelve (12) months prior to the date on which the distribution was originally scheduled to be made, the election will not take effect until at least twelve (12) months after the date on which the election is made, and the new postponed distribution date is at least five (5) years from the originally scheduled date. Notwithstanding the foregoing, in no event shall any such fixed payment date be accelerated to a date earlier than that initially selected by the Participant.

          A Participant who selects a fixed payment date for amounts credited to his or her Account during a Plan Year shall receive payment of such vested amounts at the earlier of such fixed payment date (as postponed, if applicable) or his or her termination of employment with the Employer.

          Any fixed payment date elected by a Participant as provided above must be a date no earlier than the January 1 of the second calendar year after the calendar year for which the election is effective.

          If a Participant does not make an election as provided above for any particular amounts hereunder, and the Participant terminates employment with the Employer for any reason, other than reaching Retirement, the Participant’s vested Account at the date of such termination shall be valued and payable in a single lump sum as soon as practicable after such termination according to the provisions of Article 6.

     5.2 HARDSHIP DISTRIBUTIONS. In the event of an unforeseeable emergency of the Participant, as hereinafter defined, the Participant may apply to the Committee for the distribution of all or any part of his or her vested Account. The Committee shall consider the circumstances of each such case, and the best interests of the Participant and his or her family, and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount requested,

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or to refuse to allow any distribution. Upon a finding of unforeseeable emergency, the Committee shall make the appropriate distribution to the Participant from amounts under the Participant’s vested Account. In no event shall the aggregate amount of the distribution exceed either the full value of the Participant’s vested Account or the amount determined by the Committee to be necessary to alleviate the Participant’s financial hardship (which financial hardship may be considered to include any taxes due because of the distribution occurring because of this Section) caused by the unforeseeable emergency, and which is not reasonably available from other resources of the Participant. For purposes of this Section, the value of the Participant’s vested Account shall be determined as of the date of the distribution. “Unforeseeable Emergency” means (a) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Code section 152(a)) of the Participant, (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, each as determined to exist by the Committee. A distribution may be made under this Section only with the written consent of the Committee.

     5.3 RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment distributions by virtue of an entitlement due to termination of employment after reaching Retirement is re-employed by the Employer, the remaining distributions due to the Participant shall be suspended until such time as the Participant (or his or her Beneficiary) once again becomes eligible for benefits under Section 5.1, at which time such installment distributions shall commence, subject to the limitations and conditions contained in this Plan.

     5.4 LIMITATION ON DISTRIBUTIONS TO COVERED EMPLOYEES. Notwithstanding any other provision of this Plan, in the event that the Participant is a “covered employee” as that term is defined in Section 162(m)(3) of the Code, or would be a covered employee if amounts were distributed in accordance with his or her distribution election or hardship withdrawal, the maximum amount which may be distributed from the Participant’s Account in any Plan Year shall not exceed one million dollars ($1,000,000) less the amount of compensation paid to the Participant in such Plan Year which is not “performance-based” (as defined in Code Section 162(m)(4)(C), which amount shall be reasonably determined by the Committee at the time of the proposed distribution. Any amount which is not distributed to the Participant in a Plan Year as a result of this limitation shall be distributed to the Participant in the next Plan Year, subject to compliance with the foregoing limitations set forth in this Section 5.4. During any such delay in payment, unpaid amounts shall continue to be credited (or debited) with deemed investment income, gains and losses under Section 4.1. Notwithstanding the foregoing, distribution of a Participant’s Account shall be made without regard to the deductibility limitation of Code section 162(m) if the time for distribution is accelerated pursuant to Section 9.3 or Section 10.4.

ARTICLE 6

DISTRIBUTION OF BENEFITS

     6.1 AMOUNT. The value of the Participant’s (or his or her Beneficiary’s) distribution shall be equal to the vested value of the Participant’s Account as of the Valuation Date or such other date as the Committee may specify, each as adjusted for Compensation Deferrals, Director Fee Deferrals, Employer Contributions, and/or withdrawals which have been subsequently credited thereto or made therefrom prior to the distribution date.

     6.2 TIMING OF DISTRIBUTION. Subject to the Participant having satisfied all applicable tax withholding obligations, distributions shall be paid (or, payments shall commence in installments) as soon as practicable after the earlier of:

          (a) The fixed payment date designated by the Participant; or

          (b) The date as soon as administratively feasible following the Participant’s termination of employment with the Employer, death, or Disability.

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     6.3 METHOD OF DISTRIBUTION. A Participant’s Account shall be paid in one of the following methods, as specified in his or her Election:

          (a) A single lump sum payment;

          (b) If, and only if, the Participant’s employment was terminated after Retirement, and if elected by the Participant in his or her most recent effective Election, in annual installment payments of substantially equal amounts over a period of up to ten (10) years.

          (c) A Participant may amend his or her Election so as to select installments upon termination after Retirement by filing an amended Election provided, however, that such Election to so change to installment distributions upon Retirement is made by the Participant at least twelve (12) months prior to the date on which the distribution was originally scheduled to be made, the election will not take effect until at least twelve (12) months after the date on which the election is made, and the new postponed distribution date is at least five (5) years from the originally scheduled date. Notwithstanding the foregoing, in no event shall any such distribution date be accelerated to a date earlier than that initially selected by the Participant.

     6.4 FORM OF DISTRIBUTION. Any amounts under the Plan deemed invested in Company stock in accordance with Section 4.3 shall be distributed in the form of common stock of the Company. All other distributions shall be in the form of cash.

     6.5 SPECIFIED EMPLOYEES. In the event of a distribution to a Specified Employee based upon such individual’s termination of employment with the Employer, no distributions will be made, irrespective of any election to the contrary, before the date which is six (6) months after the date of termination of employment, or if earlier date of death of the Specified Employee.

ARTICLE 7

BENEFICIARIES; PARTICIPANT DATA

     7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participant’s lifetime.

          In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment to the Participant’s spouse, if then living, but otherwise to the Participant’s then living descendants, if any, per stirpes, but, if none, to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participant’s personal representative, executor or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Participant’s estate without liability for any tax or other consequences which might flow therefrom, or may take such other action as the Employer deems to be appropriate.

     7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employer’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Committee shall not be obliged

9

to search for any Participant or Beneficiary beyond the sending of notice to such last known address. If the Committee notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Committee within three (3) years thereafter, then, except as otherwise required by law, if the location of one or more of the next of kin of the Participant is known to the Committee, the Committee may direct distribution of such amount to any one or more or all of such next of kin, and in such proportions as the Committee determines. If the location of none of the foregoing persons can be determined, the Committee shall have the right to direct that the amount payable shall be deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Committee if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Committee shall not be liable to any person for any payment made in accordance with such law.

ARTICLE 8

ADMINISTRATION

     8.1 COMMITTEE POWERS AND RESPONSIBILITIES. The Committee shall have the complete control of the administration of the Plan herein set forth with all the powers necessary to enable it to properly carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Committee shall have the power and authority to:

          (a) Construe the Plan and Trust Agreement to determine all questions that shall arise as to the interpretations of the Plan’s provisions including determination of which individuals are Eligible Employees and the determination of the amounts credited to a Participant’s Account, and the appropriate timing and method of distributions.

          (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.

          (c) Implement the Plan in accordance with its terms and the rules and regulations adopted as above.

          (d) Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Committee may authorize one or more persons to execute any certificate or document on behalf of the Company, an Employer or the Committee, in which event any person notified by the Committee of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Committee until such notified person shall have been notified of the revocation of such authority.

          (e) Adopt amendments to the Plan document which are deemed necessary or desirable to facilitate administration of the Plan and/or to bring the Plan into compliance with all applicable laws and regulations, provided that the Committee shall not have the authority to adopt any Plan amendment that will result in substantially increased costs to the Company unless such amendment is either expressly authorized by the Board or contingent upon ratification by the Board before becoming effective.

          (f) Select, review and retain or change any deemed investment fund under the Plan.

          (g) Compile and maintain all records it determines to be necessary, appropriate or convenient in connection with the administration of the Plan.

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          (h) Direct the investment of the assets of the Trust.

          (i) Review the performance of the Trustee and any other advisor or service provider to the Plan.

          (j) Take such other action as may be necessary or appropriate to the management and investment of the Plan assets and administration of the Plan.

     8.2 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or operation of the Plan discretionary actions by the Employer are required or permitted, such actions shall be consistently and uniformly applied to all persons similarly situated, and no such action shall be taken which shall discriminate in favor of any particular person or group of persons.

     8.3 LITIGATION. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the Plan.

     8.4 INDEMNIFICATION. To the extent permitted by law, the Company shall indemnify each member of the Committee, and any other employee or member of the Board with duties under the Plan, against losses and expenses (including any amount paid in settlement) reasonably incurred by such person in connection with any claims against such person by reason of such person’s conduct in the performance of duties under the Plan, except in relation to matters as to which such person has acted fraudulently or in bad faith in the performance of duties. Notwithstanding the foregoing, the Company shall not indemnify any person for any expense incurred through any settlement or compromise of any action unless the Company consents in writing to the settlement or compromise.

     8.5 CLAIMS PROCEDURE. A Participant or Beneficiary who believes he or she is entitled to any Benefit (a “Claimant”) under this Plan may file a claim with the Administrator. The Administrator shall review the claim itself or appoint an individual or an entity to review the claim.

          (a) Initial Claim. A Participant or Beneficiary who believes he or she is entitled to any Benefit (a “Claimant”) under this Plan may file a claim with the Administrator. The Administrator shall review the claim itself or appoint an individual or an entity to review the claim.

               (i) Benefit Claim. The Claimant shall be notified within ninety days after the claim is filed whether the claim is allowed or denied, unless the Claimant receives written notice from the Administrator or from an appointee of the Administrator before the end of the ninety day period stating that special circumstances require an extension of the time for decision. Any such extension will not extend beyond one hundred eighty days after the day the claim is filed.

               (ii) Manner and Content of Denial of Initial Claims. If the Plan Administrator denies a claim, it must provide to the Claimant, in writing or by electronic communication:

                    (A) The specific reasons for the denial;

                    (B) A reference to the Plan provision or insurance contract provision upon which the denial is based;

                    (C) A description of any additional information or material that the Claimant must provide in order to perfect the claim;

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                    (D) An explanation of why such additional material or information is necessary;

                    (E) Notice that the Claimant has a right to request a review of the claim denial and information on the steps to be taken if the Claimant wishes to request a review of the claim denial; and

                    (F) A statement of the participant’s right to bring a civil action under ERISA §502(a) following a denial on review of the initial denial.

          (b) Review Procedures.

               (i) Benefit Claims. A request for review of a denied claim must be made in writing to the Plan Administrator within sixty days after receiving notice of denial. The decision upon review will be made within sixty days after the Plan Administrator’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty days after receipt of a request for review. A notice of such an extension must be provided to the Claimant within the initial sixty day period and must explain the special circumstances and provide an expected date of decision.

                    The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Plan Administrator. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

               (ii) Manner and Content of Notice of Decision on Review. Upon completion of its review of an adverse initial claim determination, the Plan Administrator will give the Claimant, in writing or by electronic notification, a notice containing:

                    (A) its decision;

                    (B) the specific reasons for the decision;

                    (C) the relevant Plan provisions or insurance contract provisions on which its decision is based;

                    (D) a statement that the Claimant is entitled to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information in the Plan’s files which is relevant to the Claimant’s claim for benefits;

                    (E) a statement describing the Claimant’s right to bring an action for judicial review under ERISA §502(a); and

                    (F) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination on review, a statement that a copy of the rule, guideline, protocol or other similar criterion will be provided without charge to the Claimant upon request.

          (c) Calculation of Time Periods. For purposes of the time periods specified in this section 8.5, the period of time during which a benefit determination is required to be made begins at the time a claim is filed in accordance with the Plan procedures without regard to whether all the information necessary to make a decision accompanies the claim. If a period of time is extended due to a Claimant’s

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failure to submit all information necessary, the period for making the determination shall be tolled from the date the notification is sent to the Claimant until the date the Claimant responds.

          (d) Failure of Plan to Follow Procedures. If the Plan fails to follow the claims procedures required by this section 8.5, a Claimant shall be deemed to have exhausted the administrative remedies available under the Plan and shall be entitled to pursue any available remedy under ERISA section 502(a) on the basis that the Plan has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim. If the Claimant fails to follow the claims procedures required by this section 8.5, the Claimant shall not be entitled to pursue any further legal action, claim or remedy until such time as the Claimant, to the extent applicable, exhausts the administrative remedies available under the Plan.

ARTICLE 9

AMENDMENT

     9.1 RIGHT TO AMEND. The Committee or the Company, by action of the Board, shall have the right to amend the Plan, at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment unless such an amendment is required by applicable law or deemed necessary to preserve the preferred tax treatment of the Plan.

     9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1, the Plan may be amended by the Committee or the Company, by action of its Board, at any time, retroactively if required, if found necessary, in the opinion of the Committee or the Board, in order to ensure that the Plan is characterized as a “top-hat” plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan to the provisions and requirements of any applicable law (including specifically Section 409A of the Code, and other applicable portions of ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder.

     9.3 CHANGES IN LAW AFFECTING TAXABILITY.

          (a) Operation. This Section shall become operative upon the enactment of any change in applicable statutory law or the promulgation by the Internal Revenue Service of a final regulation or other pronouncement having the force of law, which statutory law, as changed, or final regulation or pronouncement, as promulgated, would cause any Participant to include in his or her federal gross income amounts accrued by the Participant under the Plan on a date (an “Early Taxation Event”) prior to the date on which such amounts are made available to him or her hereunder.

          (b) Affected Right or Feature Nullified. Notwithstanding any other Section of this Plan to the contrary (but subject to subsection (c), below), as of an Early Taxation Event, the feature or features of this Plan that would cause the Early Taxation Event shall be null and void, to the extent, and only to the extent, required to prevent the Participant from being required to include in his or her federal gross income amounts accrued by the Participant under the Plan prior to the date on which such amounts are made available to him or her hereunder. If only a portion of a Participant’s Account is impacted by the change in the law, then only such portion shall be subject to this Section, with the remainder of the Account not so affected being subject to such rights and features as if the law were not changed. If the law only impacts Participants who have a certain status with respect to the Employer, then only such Participants shall be subject to this Section.

          (c) Tax Distribution. If an Early Taxation Event is earlier than the date on which the statute, regulation or pronouncement giving rise to the Early Taxation Event is enacted or promulgated, as applicable (i.e., if the change in the law is retroactive), there shall be distributed to each Participant, as soon

13

as practicable following such date of enactment or promulgation, the amounts that became taxable on the Early Taxation Event.

ARTICLE 10

TERMINATION

     10.1 EMPLOYER’S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer reserves the right to terminate the Plan and/or its obligation to make further credits to Plan Accounts, by action of its Board of Directors. The Employer also reserves the right to suspend the operation of the Plan for a fixed or indeterminate period of time, by action of its Board of Directors.

     10.2 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Employer shall continue all aspects of the Plan, other than Compensation Deferrals, Director Fee Deferrals and Employer Contributions, during the period of the suspension, in which event payments hereunder will continue to be made during the period of the suspension in accordance with Article 5 and Article 6.

     10.3 ALLOCATION AND DISTRIBUTION. This Section shall become operative on a complete termination of the Plan. The provisions of this Section also shall become operative in the event of a partial termination of the Plan, as determined by the Employer, but only with respect to that portion of the Plan attributable to the Participants to whom the partial termination is applicable. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, no persons who were not theretofore Participants shall be eligible to become Participants, the value of the interest of all Participants and Beneficiaries shall be determined and, after deduction of estimated expenses in liquidating and, if applicable, paying Plan benefits, paid to them as soon as is practicable after such termination.

     10.4 SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is a successor to the Employer by reason of a consolidation, merger or purchase of substantially all of the assets of the Employer shall have the right to become a party to the Plan by adopting the same by resolution of the entity’s board of directors or other appropriate governing body. If, within ninety (90) days from the effective date of such consolidation, merger or sale of assets, such new entity does not become a party hereto, as above provided, the Plan automatically shall be terminated, and the provisions of Section 10.3 shall become operative.

ARTICLE 11

THE TRUST

     11.1 ESTABLISHMENT OF TRUST. The Employer, in its sole and absolute discretion, may establish a Trust with a qualified trustee pursuant to such terms and conditions as are set forth in a Trust agreement to be entered into between the Employer and such trustee. Or, the Employer may cause to be maintained one or more separate subaccounts in an existing Trust maintained with the Trustee with respect to one or more other plans of the Employer, which subaccount or subaccounts represent Participants’ interests in the Plan. The Employer shall have the discretion to make contributions to such Trust that correspond to credits to Participants’ Accounts and/or to invest Trust assets in a manner that corresponds to Participants’ selected deemed investments in order to provide a source of funds with which the Employer shall pay Plan benefits as they become due.

          Any amounts held in a Trust established under this Section shall be the sole property of the Employer and will not be held as collateral security for fulfillment of the Employer’s obligation under the Plan. Any such Trust shall be intended to be treated as a “grantor trust” under the Code and the establishment of the Trust or the utilization of any existing Trust for Plan benefits, as applicable, shall not be intended to cause any Participant to realize current income on amounts contributed thereto, and the Trust shall be so interpreted. Any such funds will be subject to the claims of all bankruptcy or insolvency creditors of the Employer as provided in the Trust agreement, and no Participant or Beneficiary will have any vested interest

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or secured or preferred position with respect to such funds or have any claims against the Employer hereunder except as a general creditor.

ARTICLE 12

MISCELLANEOUS

     12.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan nor any modification thereof, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against the Employer, or any officer or employer thereof except as provided by law or by any Plan provision. The Employer does not in any way guarantee any Participant’s Account from loss or depreciation, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Employer, or any successor, employee, officer, director or stockholder of the Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder.

     12.2 CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the state of the Employer’s incorporation shall govern, control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder.

          The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Employer which right is greater than the rights of a general unsecured creditor of the Employer.

     12.3 SPENDTHRIFT PROVISION. No amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan to another plan, or (iv) the direct deposit of benefit payments to an account in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation.

          In the event that any Participant’s or Beneficiary’s benefits hereunder are garnished or attached by order of any court, the Employer or Trustee may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Participant’s or Beneficiary’s Account or, if the Employer or Trustee prefers, paid into the court as they become payable, to be distributed by the court to the recipient as the court deems proper at the close of said action.

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     12.4 TAX WITHHOLDING. Distribution and withdrawal payments under this Plan shall be subject to all applicable withholding requirements for state and federal income taxes and to any other federal, state or local taxes that may be applicable to such payments. The Company shall have the right, but not the obligation, to deduct from any distribution from the Plan, that amount equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company with respect to such distributions. Alternatively or in addition, in its discretion, the Company shall have the right to require a Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for any such tax withholding obligations of the Company arising in connection with any distribution from the Plan. The Trustee shall have no obligation to distribute amounts from the Trust until the Company’s tax withholding obligations have been satisfied by the Participant.

     12.5 NO EMPLOYMENT AGREEMENT. Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the Employer as an employee.

     12.6 ATTORNEY’S FEES. If the Employer, the Participant, any Beneficiary, any beneficiary under an insurance policy purchased under the Trust, and/or a successor in interest to any of the foregoing, brings legal action to enforce any of the provisions of this Plan, the prevailing party in such legal action shall be reimbursed by the other party, the prevailing party’s costs of such legal action including, without limitation, reasonable fees of attorneys, accountants and similar advisors and expert witnesses.

     12.7 GOVERNING LAW. This Plan shall be construed in accordance with and governed by any applicable provisions of ERISA and the laws of the State of California.

     12.8 ENTIRE AGREEMENT. This Plan constitutes the entire understanding and agreement with respect to the subject matter contained herein, and there are no agreements, understandings, restrictions, representations or warranties among any Participant and the Employer other than those as set forth or provided for herein.

     12.9 SEVERABILITY. If any provision of this Plan is determined, by the Committee or any governmental agency or court decision, to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Plan unenforceable or invalid as a whole, and such provision shall be changed and interpreted by the Committee, in its sole discretion, so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

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     IN WITNESS WHEREOF, this restated Plan has been adopted effective as of the Effective Date.

	SOLECTRON CORPORATION
Dated:                    , 2005	By:

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EX-5.1

EXHIBIT 5.1

May 31, 2005

Solectron Corporation
847 Gibraltar Drive
Milpitas, CA 95035

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     At your request, we are rendering this opinion in connection with the proposed registration of 75,000 shares of common stock, par value $0.001 per share (“Common Stock”) of Solectron Corporation, a Delaware corporation (the “Company”), pursuant to the Solectron Executive Deferred Compensation Plan, as amended (the “Plan”), 150,000 shares of Common Stock pursuant to the Director Common Stock in Lieu of Cash Retainer Arrangement and the issuance of $5,000,000 in aggregate amount of deferred compensation obligations (the “Obligations”) of the Company pursuant to the Plan.

     We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

     Based on such examination, we are of the opinion that the 75,000 shares of Common Stock to be issued by the Company pursuant to the Plan and the 150,000 shares to be issued by the Company pursuant to the Director Common Stock in Lieu of Cash Retainer Arrangement are validly authorized shares of Common Stock, and, when issued in accordance with the provisions of the Plan and arrangement, as applicable, will be legally issued, fully paid and nonassessable. In addition, we are of the opinion that the $5,000,000 of Obligations to be issued by the Company pursuant to the Plan are binding obligations of the Company, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ WILSON SONSINI GOODRICH & ROSATI

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Solectron Corporation:

We consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the Solectron Executive Deferred Compensation Plan and the Director Common Stock in Lieu of Cash Retainer Arrangement of our report dated October 18, 2004, except as to note 2, which is as of April 11, 2005, with respect to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity, comprehensive loss, and cash flows for each of the years in the three-year period ended August 31, 2004, and the related financial statement schedule, which report appears in the August 31, 2004 annual report on Form 10-K/A of Solectron Corporation.

Our report dated October 18, 2004, except as to note 2, which is as of April 11, 2005, contains an explanatory paragraph that states that the Company has restated its consolidated financial statements as of August 31, 2004 and 2003 and for each of the years in the three-year period ended August 31, 2004.

Our report, dated October 18, 2004, except as to note 2, which is as of April 11, 2005, contains an explanatory paragraph stating that effective September 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ KPMG LLP

Mountain View, California
May 26, 2005