exv10w49



 






Exhibit 10.49




Amendment No. 4

to the

SYBASE, INC. 401(k) PLAN

(October 15, 2004 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 October 15, 2004, hereby again amends the Plan, effective as
of January 1, 2006, as follows:



     1. The first sentence of Section 3.1.5 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 for the Plan Year of (i) all
Salary Deferrals made by or on behalf of the Member and allocated 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 Administrative
Committee elects to treat as Salary Deferrals (rather than Matching
Contributions), to the extent permitted by and in accordance with
Treas. Reg. §§1.401(k)-2 and 1.401(m)-2, 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. ...



     2. Section 3.1.6(b) is amended to replace “Treas. Reg. § 1.401(k)-1(g)(2)(i)” with “Treas. Reg. § 1.401(k)-6”.



     3. Section 3.2.4(b) is amended in its entirety to read as follows:




     (b) Determination of Allocable Income. Effective for Plan
Years 2006 and 2007, the income allocable to any excess
contributions shall include income for the period between the end of
the Plan Year and the date of distribution (the “gap period”). This
Section 3.2.4(b) shall not apply to Plan Years beginning after
December 31, 2007.



     4. Section 4.1.5(a) 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 allocated to his or
her Matching Account (excluding those forfeited pursuant to Section
3.1.1(d) or 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
Administrative Committee elects to treat as Matching Contributions
(rather than as Salary Deferrals), to the extent permitted by and in
accordance with Treas. Reg. §§1.401(k)-2 and 1.401(m)-2, for
purposes of calculating ADPs and ACPs; by



 









 





     5. The amendments to the October 15, 2004 Restatement of the Plan designated as Amendment No.
1 (executed on March 18, 2005), Amendment No. 1 (executed on December 12, 2005) and Amendment No. 2
(effective August 22, 2006) are hereby redesignated as Amendment Nos. 1, 2 and 3, respectively.



     In Witness Whereof, Sybase, Inc., by the officer identified below, has executed this Amendment
No. 4 the Sybase, Inc. 401(k) Plan on the date indicated below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SYBASE, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By: Nita White-Ivy	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title: Vice President Worldwide Human Resources	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dated: November 22, 1006