SYBASE, INC. 401(k) PLAN
(JANUARY 1, 1998 RESTATEMENT)
Sybase, Inc. (the "Company"), having established the Sybase, Inc. 401(k) Plan (the "Plan"), effective as of
January 1, 1987, and amended the restated Plan on several occasions, hereby again amends and restates the
Plan in its entirety, effective (generally) as of January 1, 1998, except as otherwise indicated herein or in the
attached Appendix B.
The Plan is maintained for the benefit of Eligible Employees and of the Company and its participating Affiliates, in
order to provide Eligible Employees with an opportunity to defer portions of their compensation on a pre-tax
basis, to enable them to share in the Employers' profits, and thereby to assist them in providing for their
retirement. The Plan is intended to qualify as (1) a profit-sharing plan (within the meaning of Section 401(a) of the
Code), which includes a qualified cash or deferred arrangement (within the meaning of Section 401(k) of the
Code), and (2) a 404(c) plan (within the meaning of Section 404(c) of ERISA).
The following words and phrases shall have the following meanings unless a different meaning is plainly required
by the context:
1.1 Affiliate. "Affiliate" means a corporation, trade or business which is, together with any Employer, a member of
a controlled group of corporations or an affiliated service group or under common control (within the meaning of
Section 414(b), (c), (m) or (o) of the Code), but only for the period during which such other entity is so affiliated
with any Employer.
1.2 Alternate Payee. "Alternate payee" means any spouse, former spouse, child or other dependent (within the
meaning of Section 152 of the Code) of a Member who is recognized by a QDRO (as defined in Section 9.5) as
having a right to receive any immediate or deferred payment from a Member's Account under this Plan.
1.3 Beneficiary. "Beneficiary" means the individual(s) and/or trust(s) entitled to receive benefits under the Pla