EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of January 1, 2003
SYBASE, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
1.1 ESTABLISHMENT OF PLAN. Sybase, Inc. established the Sybase, Inc. Executive Deferred
Compensation Plan ("Plan") effective as of January 1, 1994. Sybase amended and restated the Plan effective as
of January 1, 1995, January 1, 1997, May 1, 1998, and January 1, 2002. Sybase hereby again amends and
restates this Plan effective as of January 1, 2003.
1.2 PURPOSE OF PLAN. Sybase has established this Plan to provide select executives and non-employee
members of its Board of Directors with the opportunity to defer the receipt of compensation. Sybase intends to
maintain the Plan primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees, within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1). The
Plan shall be interpreted in a manner that comports with these intentions.
2.1 DEFINITIONS are contained in this article and throughout other sections of the Plan. The location of a
definition is for convenience only and should not be given any significance. A word or term defined in this article
(or in any other article) will have the same meaning throughout the Plan unless the context clearly requires a
2.2 BENEFICIARY means the individual(s) or entity designated by a Participant to receive any benefit payable
upon the death of a Participant.
A Beneficiary designation must be signed by the Participant and delivered to the Committee on such form as
specified by the Committee. In the absence of a valid or effective Beneficiary designation, the Beneficiary shall be
the Participant's surviving spouse, or if there is no surviving spouse, the Participant's estate.
2.3 BOARD means the Board of Directors of Sybase, Inc.
2.4 CHANGE OF CONTROL means the occurrence of any of the follow