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Exhibit 10.7
 SYBASE, INC. 401(k) PLAN
 (October 15, 2004 Restatement)




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TABLE OF CONTENTS
 PagePREAMBLE
    
    
    
    
    1SECTION 1
    
    DEFINITIONS
    
    
    21.1
    
    
    Affiliate
    
    
    21.2
    
    
    Alternate Payee
    
    
    21.3
    
    
    Beneficiary
    
    
    21.4
    
    
    Board of Directors
    
    
    21.5
    
    
    Code
    
    
    31.6
    
    
    Committee
    
    
    31.7
    
    
    Company
    
    
    31.8
    
    
    Compensation
    
    
    31.9
    
    
    Disability or Disabled
    
    
    41.10
    
    
    Discretionary Contribution
    
    
    41.11
    
    
    Eligible Employee
    
    
    41.12
    
    
    Employee
    
    
    51.13
    
    
    Employer or Employers
    
    
    51.14
    
    
    Employer Contributions
    
    
    51.15
    
    
    Employment Date
    
    
    51.16
    
    
    Entry Date
    
    
    51.17
    
    
    ERISA
    
    
    51.18
    
    
    Highly Compensated Employee or HCE
    
    
    61.19
    
    
    Hour of Service
    
    
    61.20
    
    
    Investment Funds
    
    
    71.21
    
    
    Investment Manager
    
    
    71.22
    
    
    Leased Employee
    
    
    71.23
    
    
    Leave of Absence
    
    
    81.24
    
    
    Matching Contribution
    
    
    81.25
    
    
    Member
    
    
    81.26
    
    
    Members Account or Account
    
    
    81.27
    
    
    Normal Retirement Age
    
    
    91.28
    
    
    One-Year Break in Service
    
    
    91.29
    
    
    Plan
    
    
    91.30
    
    
    Plan Year
    
    
    10
 (i)




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TABLE OF CONTENTS
(continued)
 Page1.31
    
    
    Reemployment Date
    
    
    101.32
    
    
    Salary Deferrals
    
    
    101.33
    
    
    Service
    
    
    101.34
    
    
    Severance Date
    
    
    101.35
    
    
    Severance Period
    
    
    111.36
    
    
    Trust Fund
    
    
    111.37
    
    
    Trustee
    
    
    111.38
    
    
    Valuation Date
    
    
    111.39
    
    
    Year of Service
    
    
    11SECTION 2
    
    ELIGIBILITY AND MEMBERSHIP
    
    
    112.1
    
    
    Initial Eligibility
    
    
    112.2
    
    
    Subsequent Eligibility
    
    
    122.3
    
    
    Employer Aggregation
    
    
    122.4
    
    
    Active Membership
    
    
    122.5
    
    
    Voluntary Suspension
    
    
    132.6
    
    
    Mandatory Suspension
    
    
    132.7
    
    
    Termination of Membership
    
    
    132.8
    
    
    Reemployment
    
    
    14SECTION 3
    
    SALARY DEFERRALS
    
    
    143.1
    
    
    Salary Deferrals
    
    
    143.2
    
    
    Salary Deferral Election
    
    
    173.3
    
    
    Payment of Salary Deferrals
    
    
    203.4
    
    
    After-Tax Contributions
    
    
    20SECTION 4
    
    EMPLOYER CONTRIBUTIONS
    
    
    204.1
    
    
    Matching Contributions
    
    
    204.2
    
    
    Discretionary Contributions
    
    
    254.3
    
    
    Timing
    
    
    254.4
    
    
    Periodic Contributions
    
    
    264.5
    
    
    Reinstatements
    
    
    264.6
    
    
    Profits Not Required
    
    
    26SECTION 5
    
    ALLOCATION OF CONTRIBUTIONS AND INVESTMENTS
    
    
    265.1
    
    
    Salary Deferrals
    
    
    26
 (ii)




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TABLE OF CONTENTS
(continued)
 Page5.2
    
    
    Matching Contributions
    
    
    275.3
    
    
    Discretionary Contributions
    
    
    275.4
    
    
    Limitations on Allocations
    
    
    275.5
    
    
    Investment
    
    
    31SECTION 6
    
    ACCOUNTS AND INVESTMENT FUNDS
    
    
    326.1
    
    
    Members Accounts
    
    
    326.2
    
    
    Trust Fund Assets
    
    
    326.3
    
    
    Investment Funds
    
    
    336.4
    
    
    Valuation of Members Accounts
    
    
    346.5
    
    
    Statements of Members Accounts
    
    
    34SECTION 7
    
    VESTING
    
    
    347.1
    
    
    Salary Deferral, Discretionary and Rollover Accounts
    
    
    347.2
    
    
    Matching Accounts
    
    
    357.3
    
    
    Forfeitures
    
    
    36SECTION 8
    
    DISTRIBUTIONS
    
    
    378.1
    
    
    Events Permitting Distribution
    
    
    378.2
    
    
    Times for Distribution
    
    
    388.3
    
    
    Consent Requirement
    
    
    398.4
    
    
    Limitations on Deferral
    
    
    398.5
    
    
    Death Distribution
    
    
    408.6
    
    
    Distribution Methods
    
    
    418.7
    
    
    Beneficiary Designations
    
    
    438.8
    
    
    Payments to Minors or Incompetents
    
    
    448.9
    
    
    Undistributable Accounts
    
    
    44SECTION 9
    
    WITHDRAWALS, LOANS AND DOMESTIC RELATIONS ORDERS
    
    
    459.1
    
    
    Amount Subject to Withdrawal
    
    
    459.2
    
    
    Hardship Withdrawal
    
    
    459.3
    
    
    Age 591/2 Withdrawal
    
    
    479.4
    
    
    Withdrawal From XcelleNet Rollover Accounts
    
    
    479.5
    
    
    Loans to Members
    
    
    479.6
    
    
    Qualified Domestic Relations Orders
    
    
    51
 (iii)




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TABLE OF CONTENTS
(continued)
 PageSECTION 10
    
    ADMINISTRATION OF THE PLAN
    
    
    5210.1
    
    
    Plan Administrator
    
    
    5210.2
    
    
    Committee
    
    
    5210.3
    
    
    Actions by Committee
    
    
    5210.4
    
    
    Powers of Committee
    
    
    5310.5
    
    
    Fiduciary Responsibilities
    
    
    5410.6
    
    
    Investment Responsibilities
    
    
    5410.7
    
    
    Decisions of Committee
    
    
    5510.8
    
    
    Administrative Expenses
    
    
    5610.9
    
    
    Eligibility to Participate
    
    
    5610.10
    
    
    Indemnification
    
    
    56SECTION 11
    
    TRUST FUND AND CONTRIBUTIONS
    
    
    5611.1
    
    
    Trust Fund
    
    
    5611.2
    
    
    No Diversion of Assets
    
    
    5711.3
    
    
    Continuing Conditions
    
    
    5711.4
    
    
    Change of Investment Alternative
    
    
    5811.5
    
    
    Rollover Contributions
    
    
    58SECTION 12
    
    MODIFICATION OR TERMINATION OF PLAN
    
    
    5912.1
    
    
    Employers Obligations Limited
    
    
    5912.2
    
    
    Right to Amend or Terminate
    
    
    5912.3
    
    
    Effect of Termination
    
    
    60SECTION 13
    
    TOP-HEAVY PLAN
    
    
    6013.1
    
    
    Top-Heavy Plan Status
    
    
    6013.2
    
    
    Top-Heavy Plan Provisions
    
    
    61SECTION 14
    
    GENERAL PROVISIONS
    
    
    6214.1
    
    
    Plan Information
    
    
    6214.2
    
    
    Inalienability
    
    
    6214.3
    
    
    Rights and Duties
    
    
    6214.4
    
    
    No Enlargement of Employment Rights
    
    
    6314.5
    
    
    Apportionment of Duties
    
    
    6314.6
    
    
    Merger, Consolidation or Transfer
    
    
    6314.7
    
    
    Military Service
    
    
    6414.8
    
    
    Applicable Law
    
    
    6414.9
    
    
    Severability
    
    
    6414.10
    
    
    Captions
    
    
    64EXECUTION
    
    
    
    
    64APPENDIX A
    
    
    
    
    A-2
 (iv)




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SYBASE, INC. 401(k) PLAN
(October 15, 2004 Restatement)
 PREAMBLE
 Company Plan




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SECTION 1
 DEFINITIONS
  Affiliate.
 Alternate Payee
 Beneficiary
 Board of Directors
 2




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Code
 Committee
 Company
 Compensation
   3




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Dollar Limit
 Disability Disabled.
 Discretionary Contribution
 Eligible Employee
     4




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provided however
 Employee
 Employer Employers
 Employer Contributions
 Employment Date
 Entry Date
 ERISA
 5




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Highly Compensated Employee HCE
 Highly Compensated Active Employee
   Highly Compensated Former Employee
   Determination Year
 Look-Back Year
 Compensation
 Hour of Service
 No Duties Performed
 6




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Crediting Rules
 Family-Related Absences Hour of Service
 Investment Funds
 Investment Manager
 Leased Employee
 7




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Leave of Absence
 provided
 provided
 Matching Contribution
 Member
 Active Member
 Inactive Member.
 Acquired Member
 Transferred Member
 XcelleNet Member
 Members Account Account
 8




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Discretionary Account
 Matching Account
 Rollover Account
 Salary Deferral Account
 XcelleNet Rollover Account
 Normal Retirement Age
 One-Year Break in Service Family-Related Absence
 Plan
 Acquired Plan
 9




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Terminated Plan Neon
 Plan Year
 Reemployment Date
 Salary Deferrals
 Service
  provided
 Severance Date
 10




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Severance Period
 Trust Fund Trust Agreement
 Trustee
 Valuation Date
 Year of Service
 SECTION 2
 ELIGIBILITY AND MEMBERSHIP
 Initial Eligibility
 11




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Subsequent Eligibility
 Employer Aggregation
 Active Membership
 Active Membership provided
 Inactive Membership
 Effect of Inactive Membership
 12




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Voluntary Suspension
 Mandatory Suspension e.g.
    Termination of Membership
 13




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Reemployment
 SECTION 3
 SALARY DEFERRALS
 Salary Deferrals provided
 Section 401(k) Ceiling
   14




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Section 401(k) Ceiling
 Limitations on HCE Members
 HCE and Non-HCE Members HCE Members Non-HCE Members
 Deferral Percentage Limitation ADP
 15




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If the ADP for the
Non-HCE Members
(NHCEs ADP) is:
    
    Then the Maximum ADP
for the HCE Members is:Less than 2%
    
    2.0 x NHCEs ADP2% to 8%
    
    NHCEs ADP + 2%More than 8%
    
    1.25 x NHCEs ADP
 Actual Deferral Percentage Deferral Rates
    16




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Testing Compensation Testing Compensation
     Catch-Up Contributions
 Salary Deferral Election
 17




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Amount
 Changes or Cancellation
 Potential Excess ADP ADP Maximum
 18




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Actual Excess ADP
 Determination of Excess Contributions
     Determination of Allocable Income
 Forfeiture of Related Matching Contributions
 19




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Incorporation by Reference
 Payment of Salary Deferrals
 After-Tax Contributions
 SECTION 4
 EMPLOYER CONTRIBUTIONS
 Matching Contributions Matching Percentage provided however
  20




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Matching Percentage provided
 Maximum Match Amount Maximum Match Amount
 21




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Limitations on HCE Members
 Contribution Percentage Limitation ACP
 If the ACP for the
Non-HCE Members
(NHCEs ACP) is:
    
    Then the Maximum ACP
for the HCE Members is:Less than 2%
    
    2.0 x NHCEs ACP2% to 8%
    
    NHCEs ACP + 2%More than 8%
    
    1.25 x NHCEs ACP
 Actual Contribution Percentage Contribution Rates
   22




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Potential Excess ACP ACP Maximum
 Actual Excess ACP
 Distribution or Forfeiture of Excess Amount
 Determination of Excess Aggregate Contributions
 Prohibition on Multiple Use
 23




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Incorporation by Reference
 Matching Contributions for Transferred Members
 Plan Eligibility
 Matching Contribution Amounts and Mechanics
 Transferred Members Who Are Eligible Employees provided
 Transferred Members Who Are Transferred Match Members provided
 24




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less
 Definitions
 Transferred Match Member
 Transferred Matching Credit
 Transfer Plan Year
 Discretionary Contributions
 Timing
 25




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Periodic Contributions
 Reinstatements
 Profits Not Required
 SECTION 5
 ALLOCATION OF CONTRIBUTIONS AND INVESTMENTS
 Salary Deferrals
 26




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Matching Contributions
 Discretionary Contributions per capita Status Days provided however
 Limitations on Allocations.
 Annual Addition Limitation provided however
 Definitions
 27




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Affiliate
 Aggregated Plan
 Annual Addition l
 Total Compensation
     28




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Other Defined Contribution Plans provided
 Defined Benefit Plans
 Adjustments
 29




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Suspense Accounts
 30




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Limitation Year
 Investment. provided
 Changes
 31




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Failure to Elect
 SECTION 6
 ACCOUNTS AND INVESTMENT FUNDS
 Members Accounts
       Trust Fund Assets
 32




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Investment Funds
 Investment Media
 Changes
 33




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Reinvestments and Cash
 Valuation of Members Accounts
 Statements of Members Accounts
 SECTION 7
 VESTING
 Salary Deferral, Discretionary and Rollover Accounts
 34




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Matching Accounts
 General Rule
 Rules in Effect Prior to April 1, 1999
 Vesting Schedule Amendment
 Full Vesting Rule
 1 2
   35




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Distribution of Vested Interest
 Accelerated Vesting for Acquired Members and Transferred Members
 Forfeitures
 Forfeitures
    Treatment of Forfeitures
   36




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Restoration Upon Reemployment
 Vesting Upon Reemployment Suspense Account
 X = (C  D)/(100%  D)
 X C D D
 SECTION 8
 DISTRIBUTIONS
 Events Permitting Distribution
  37




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1 2
    Times for Distribution.
 General Rule
 Distribution Deadline provided
 38




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Age 701/2 Rule
   Consent Requirement Limit
 Limitations on Deferral
 General Rule
  39




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Life Expectancies
 Incidental Benefit Rule
 Deadline Date 1 2 1 2
 Death Distribution
 40




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Post-Commencement Death
 Pre-Commencement Death provided
 Distribution Methods
 Forms of Distributions
  provided however
  41




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provided however
 Default Rules provided
 Direct Rollovers
 IRA
 Distributee
 Eligible Rollover Distribution provided however
 Small Accounts
 42




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Beneficiary Designations
 Spousal Consent
 Changes and Failed Designations
 43




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Payments to Minors or Incompetents
    Undistributable Accounts
 44




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SECTION 9
 WITHDRAWALS, LOANS AND DOMESTIC RELATIONS ORDERS
 Amount Subject to Withdrawal
 Hardship Withdrawal Hardship Withdrawal
 General Rules
  provided however
    45




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Financial Hardship Financial Hardship
        Limitations
    46




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Age 591/2 Withdrawal 1 2 provided however
 Withdrawal From XcelleNet Rollover Accounts
 Loans to Members
 General Loan Rules
 47




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Amount
 Available Balance
 Additional Limits Other Plan
 Number of Loans provided
 Source of Funds
 Minimum Requirements of Each Loan
 Term
 Interest Rate
 48




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Repayment Schedule
  provided
 Withholding
   On Payroll
 Off Payroll
 Failure to Authorize
 Security
 Spousal Consent
 49




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Default
    1 2
 Separation From Service
   50




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provided however
 Qualified Domestic Relations Orders QDRO
 No Payment Unless a QDRO
 Immediate Payment Permitted
 Deferred Payment
 51




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Hold Procedures hold
 SECTION 10
 ADMINISTRATION OF THE PLAN
 Plan Administrator
 Committee Compensation Committee
 Actions by Committee
 52




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Powers of Committee
             53




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Fiduciary Responsibilities
 Investment Responsibilities
 54




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Investment Manager Appointment Investment Managers
 Eligibility
 Decisions of Committee
 55




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Administrative Expenses provided
 Eligibility to Participate
 Indemnification
 SECTION 11
 TRUST FUND AND CONTRIBUTIONS
 Trust Fund
 56




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provided however
 No Diversion of Assets
 Continuing Conditions
 57




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provided however provided further
 Change of Investment Alternative
 Rollover Contributions
 Rollover Account
 58




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Nonqualifying Rollovers
 SECTION 12
 MODIFICATION OR TERMINATION OF PLAN
 Employers Obligations Limited provided however
 Right to Amend or Terminate Change provided however
  59




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Effect of Termination provided however
 SECTION 13
 TOP-HEAVY PLAN
 Top-Heavy Plan Status Top-Heavy Pla
 60% Rule
 60




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Top-Heavy Determinations
 Determination Date
    Top-Heavy Plan Provisions
 Minimum Allocation provided however
 Key Employee Percentage
 61




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Top-Heavy Compensation
 SECTION 14
 GENERAL PROVISIONS
 Plan Information
 Inalienability
 Rights and Duties
 62




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No Enlargement of Employment Rights
 Apportionment of Duties
 Merger, Consolidation or Transfer
 63




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Military Service
 Applicable Law
 Severability
 Captions
 EXECUTION
 In Witness Whereof
 SYBASE, INC.By
    
    /s/ Daniel CarlTitle
    
    General Counsel & SecretaryDated
    
    October 15, 2004
 64




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APPENDIX A
 DISTRIBUTIONS FROM ACQUIRED MEMBERS ACCOUNTS
  Qualified Joint and Survivor Annuity Annuity Starting Date
 Qualified Preretirement Survivor Annuity QPSA
 Definitions
 Election Period provided however
 Qualified Election
 Qualified Joint and Survivor Annuity QJSA
 A-1




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Spousal Consent
 Notice Requirements.
 QJSA
 QPSA
 Waiver of 30-Day Notice Requirement provided
   A-2




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Acquired MDI Participants Acquired MDI
Participants
 A-3