AMENDMENT NO. 1
SYBASE, INC. 401(k) PLAN
(JULY 1, 2001 RESTATEMENT)
Sybase, Inc. (the "Company"), having established the Sybase, Inc.
401(k) Plan (the "Plan") effective as of January 1, 1987, and amended and restated the Plan on several prior
occasions, most recently effective (generally) as of July 1, 2001, hereby again amends the Plan effective as of the
dates specified below, as follows:
1. Effective January 1, 1997, Section 1.22 of the Plan is amended in its entirety to read as follows:
1.22 Leased Employee. "Leased Employee" means any person (a) who performs services for the Employer
(other than an employee of the Employer) pursuant to an agreement between the Employer and any other person
(the "leasing organization"), (b) who has performed such services on substantially full-time basis for a period of at
least one year, and (c) effective for Plan Years beginning after December 31, 1996, whose services are
performed under the primary direction or control of the Employer. Contributions or benefits provided to a
Leased Employee by the leasing organization which are attributable to services performed for the Employer or
any Affiliate shall be treated as provided by an Employer.
2. Effective April 1, 2002, the last sentence of Section 3.1 of the Plan is amended to read as follows:
Subject to Section 5.4, an Active Member may elect to defer a portion of each payment of Compensation that
would otherwise be made to him or her, after the election becomes and while it remains effective, by any whole
percentage that does not exceed forty percent (40%).
3. The first sentence of Section 3.1.5 of the Plan is amended to read as follows:
3.1.5 Actual Deferral Percentage. The actual deferral percentage for the HCE or Non-HCE Members for any
Plan Year shall be calculated by computing the average of the percentages (calculated separately for each HCE
or Non-HCE Member) (the "Deferral Rates") determined by dividing (1) the total of (i) all Salary Deferrals made