SYBASE INC
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>3
<FILENAME>f87882exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
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                                                                    EXHIBIT 10.9

                                    PROPOSED
                                 AMENDMENT NO. 1
                                     TO THE
                            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 by

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                  the Member and creditable to his or her Salary Deferral
                  Account for the Plan Year, and (ii) in the case of a Non-HCE
                  Member, such portion of the Matching Contributions made on his
                  or her behalf as the Committee elects to treat as Salary
                  Deferrals to the extent permitted by Treas. Reg. Section
                  1-401(k)-1(b) and 1.401(k)-1(g)(13) for purposes of
                  calculating ADPs and ACPs, by (2) his or her Testing
                  Compensation (as defined in Section 3.1.6) for the Plan Year.

         4.       Effective April 1, 2002, Section 3 of the Plan is amended by
inserting a new Section 3.1.7 at the end thereof that reads as follows:

                           3.1.7 Catch-Up Contributions. Notwithstanding any
                  contrary Plan provision, all Employees who are Members
                  eligible to make Salary Deferrals under this Plan and who have
                  attained age 50 before the close of the Plan Year shall be
                  eligible to make "catch-up contributions" in accordance with,
                  and subject to the limitations of, section 414(v) of the Code.
                  Such "catch-up contributions" shall not be taken into account
                  for purposes of applying Section 4.1 (relating to Matching
                  Contributions) or any Plan provisions implementing required
                  limitations of sections 402(g) and 415 of the Code. The Plan
                  shall not be treated as failing to satisfy Plan provisions
                  implementing the requirements of section 401(k)(3),
                  401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as
                  applicable, by reason of such "catch-up contributions" being
                  or having been made under the Plan.

         5.       The first sentence of Section 3.2.4(a) of the Plan amended by
inserting at the beginning thereof "Effective January 1, 1997,".

         6.       Effective April 1, 2002, the following new paragraph (b) is
inserted immediately after Section 4.1(a) and Sections 4.1(b) and 4.1(c) are
renumbered accordingly:

                           (b)      Salary Deferrals that constitute "catch-up
                  contributions" made under Section 3.1.7 shall not be taken
                  into account in calculating the amount of the Matching
                  Contribution (if any) to be made in respect of the Member's
                  Salary Deferrals;

         7.       Section 4.1.5(a) of the Plan is amended in its entirety to
read as follows:

                           (a)      The total for the Plan Year of (1) all
                  Matching Contributions made on behalf of the Member and
                  creditable to his or her Matching Account (excluding those
                  forfeited pursuant to Section 3.1.1(d) or Section 3.2.4(d)),
                  and (2) in the case of a Non-HCE Member, such portion of the
                  Salary Deferrals made on his or her behalf as the Committee
                  elects to treat as Matching Contributions to the extent
                  permitted by Treas. Reg. Section 1-401(k)-1(b) and
                  1.401(k)-1(g)(13) for purposes of calculating ADPs and ACPs;
                  by

         8.       Section 4.1.8(a) of the Plan is amended in its entirety to
read as follows:

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                           (a)      Plan Eligibility. A Transferred Member shall
                  become a Member on the Entry Date that coincides with or next
                  follows the date he or she becomes an Eligible Employee. A
                  Transferred Member who does not become a Member of the Plan
                  before the last business day of the Transfer Plan Year under
                  the preceding sentence, shall become an Inactive Member of the
                  Plan on such last day if he or she is then a Transferred Match
                  Member.

         9.       Section 5.4.1 of the Plan is amended in its entirety to read
as follows:

                           5.4.1 Annual Addition Limitation. Notwithstanding any
                  contrary Plan provision, in no event shall the Annual Addition
                  to any Member's Account for any Plan Year exceed the lesser of
                  (a) $30,000 or, after the 2001 Plan Year, $40,000 (as adjusted
                  pursuant to Section 415(d) of the Code) or (b) twenty-five
                  percent (25%) or, after the 2001 Plan Year, 100% of the
                  Member's Total Compensation for the Plan Year; provided,
                  however, that clause (b) shall not apply to Annual additions
                  described in clauses (5) and (6) of Section 5.4.2(c).

         10.      Section 5.4.4 of the Plan is amended in its entirety to read
as follows:

                           Section 5.4.4 Defined Benefit Plans. If any Member
                  participates both in this Plan and in one or more defined
                  benefit plans maintained by any Employer or Affiliate for the
                  same Plan Year, then the Member's defined benefit fraction (as
                  defined in Section 415(e)(2) of the Code and modified by
                  Section 416(h) of the Code) and the Member's defined
                  contribution fraction (as defined in Section 415(e)(3) of the
                  Code and modified by Section 416(h) of the Code) shall not
                  exceed 1.0 and shall be applied in accordance with Section
                  5.4.5, but only with respect to any Plan year beginning before
                  January 1, 2000.

         11.      Effective April 1, 2002, Section 6.1(a) is amended in its
entirety to read as follows:

                           (a)      A Salary Deferral Account, to which shall be
                  credited all Salary Deferrals paid to the Trust Fund at his or
                  her election under Section 3 and any "catch-up contributions"
                  made under Section 3.1.7;

         12.      Section 8.6.4 of the Plan is amended in its entirety to read
as follows:

                           8.6.4 Small Accounts. If the balance credited to a
                  Member's Account (to the extent vested) did not exceed the
                  Limit (as defined in Section 8.3) as of the Valuation Date
                  that next preceded the date of distribution, the vested
                  balance credited to the Member's Account shall be distributed
                  to the Member, in the form of a lump sum payment of cash (or
                  its equivalent), as soon as practicable.

         In Witness Whereof, Sybase, Inc., by the officer identified below, has
executed this Amendment No. 1 to the Sybase, Inc. 401(k) Plan on the date
indicated below.

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                                        SYBASE, INC.

                                        By:  /s/ DANIEL R. CARL
                                            ----------------------------------
                                        Title: VP, Secretary & General Counsel
                                        Dated: December 20, 2002

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