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                                                                     Exhibit 4.2

                           Non-Standardized Safe Harbor Adoption Agreement (001)

                           Adoption Agreement For The
                     Vanguard Prototype 401(k) Savings Plan

Please complete the following:

I.    Background Information

(a)   Name of Employer   SAP America, Inc.
(b)   Address            701 Lee Road
                         Wayne, PA 19087
(c)   Telephone          610-725-4500
(d)   Tax I.D. Number    36-3556041
(e)   Name of Plan       SAP America, Inc. 401(k) Profit Sharing Plan & Trust
(f)   Plan Adoption Date (please check one)
      |_|   New Plan: If the Employer is adopting the Prototype Plan as a new
            plan for Employees, the Effective Date of the Plan is _____________.
      |X|   Amended Plan. If the Employer is adopting the Prototype Plan as the
            amended and restated version of an existing plan for Employees, the
            Effective Date of the amended and restated Plan is January 1, 1997.
(g)   Plan Year (please check one)
            |X| Calendar year   |_| Year ending___________________
(h)   Plan Administrator
      Please identify the individual(s) or committee that has been appointed by
      the Employer to serve as Plan Administrator (if no designation is made,
      the Employer will be considered the Plan Administrator):

                                SAP America, Inc.


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Specimen Signatures

Please provide the name(s), title(s) and specimen signature(s) of the
individual(s) authorized to act as, or on behalf of, the Plan Administrator:

(1)   William A. Schwartz          Director of Human Resources
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           Name                    Title

      /s/ William A. Schwartz
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           Signature

(2)   Bruce L. Brodsky             Manager of Compensation, Benefits & HRIS
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           Name                    Title

      /s/ Bruce L. Brodsky
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           Signature


(3)   Kevin McKay                  CFO, COO
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           Name                    Title

      /s/ Kevin McKay
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           Signature

(4)   John Milana                  V.P. Finance
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           Name                    Title

      /s/ John Milana
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           Signature

(5)   Eric N. Rubino               V.P. & General Counsel
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           Name                    Title

      /s/ Eric N. Rubino
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           Signature

(i)   Plan Trustee
      Please identify the individual(s) or corporate fiduciary that has been
      appointed by the Employer to serve as Trustee for the Plan:

                        Vanguard Fiduciary Trust Company


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2.    Participation Requirements

(a)   Eligible Employees

All Employees shall be eligible to participate in the Plan except the following:

      |_|   No exclusions.

      |_|   Union Employees: Employees included in a unit of employees covered
            by a collective bargaining agreement between the Employer and
            employee representatives under which retirement benefits were the
            subject of good faith bargaining, provided that no more than two
            percent of the employees covered by that agreement are professionals
            as defined in IRS Reg. ss. 1.4 10(b)-9. For purposes of this
            exclusion, the term "employee representatives" does not include any
            organization more than half of whose members are owners, officers,
            or executives of the Employer.

      |X|   Nonresident aliens: Employees who are nonresident aliens (within the
            meaning of Section 7701(b)(1)(B) of the Code) and who receive no
            earned income (within the meaning of Section 911(d)(2) of the Code)
            from the Employer which constitutes income from sources within the
            United States (within the meaning of Section 861(a)(3) of the Code).

      |X|   Employees described below:

                                Leased Employees

            Important: You may designate any categories of Employees to be
            excluded from participation in the Plan (such as hourly-pay or
            salary-pay employees, employees of a separate unit or division,
            employees covered by a separate plan, etc.). However, for tax
            qualification purposes, the Plan must satisfy the minimum
            participation and coverage requirements of Sections 401(a)(26) and
            410(b) of the Code.

(b)   Minimum Age and Service Conditions

Employees who are eligible to participate in the Plan shall be required to
satisfy the following minimum age and service conditions prior to the
commencement of participation in the Plan:

      |X|   No minimum age or service conditions.

      |_|   Minimum age condition: Employees shall be required to have attained
            age _____________ (may not exceed age 21).


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      |_|   Minimum service condition: Employees shall be required to have
            completed one Year of Service.

(c)   Commencement of Participation

Employees who satisfy the participation requirements designated in (a) and (b)
above as of the Effective Date of the Plan shall commence participation (or
continue participation) in the Plan on the Effective Date. Employees who satisfy
the participation requirements after the Effective Date shall commence
participation in the Plan on their Entry Dates. For these purposes, an
Employee's Entry Date shall be:

      |X|   Prospective Payroll Entry Dates: The first day of the Employer's
            regular payroll period (or, if earlier, the first day of the Plan
            Year) following the date the Employee satisfies the participation
            requirements designated above.

      |_|   Prospective Monthly Entry Dates: The first day of the calendar month
            following the date the Employee satisfies the participation
            requirements designated above.

      |_|   Prospective Quarterly Entry Dates: The first day of the calendar
            quarter (or, if earlier, the first day of the Plan Year) following
            the date the Employee satisfies the participation requirements
            designated above.

      |_|   Prospective Semi-Annual Entry Dates: The earlier of (i) the first
            day of the Plan Year or (ii) the first day of the seventh calendar
            month of the Plan Year which coincides with or next follows the date
            the Employee satisfies the participation requirements designated
            above.

      |_|   Annual Entry Date: The first day of the Plan Year nearest to the
            date that the Employee satisfies the participation requirements
            designated above.

(d)   Service With Predecessor Employer

If Employees shall be credited with Years of Service for both eligibility and
vesting purposes for service with any predecessor employer, please identify each
such predecessor employer below:

                                       N/A

(e)   Determination of Hours of Service

Employees shall be credited with Hours of Service for purposes of determining
their eligibility to participate in the Plan and their vested amounts under the
Plan in accordance with the method selected below (only one method may be
selected and the method selected must apply to all Employees):


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      |_|   Actual hours method: Employees shall be credited with Hours of
            Service based on the actual hours for which the Employee is paid or
            entitled to payment in accordance with the provisions of Article
            2.26 of the Plan.

      |_|   Daily equivalency method: Employees shall be credited with 10 Hours
            of Service for each day for which the Employee would be credited
            with at least one Hour of Service under Article 2.26 of the Plan.

      |_|   Weekly equivalency method: Employees shall be credited with 45 Hours
            of Service for each week for which the Employee would be credited
            with at least one Hour of Service under Article 2.26 of the Plan.

      |X|   Semi-monthly payroll period equivalency method: Employees shall be
            credited with 95 Hours of Service for each semi-monthly payroll
            period for which the Employee would be credited with at least one
            Hour of Service under Article 2.26 of the Plan.

      |_|   Monthly equivalency method: Employees shall be credited with 190
            Hours of Service for each month for which the Employee would be
            credited with at least one Hour of Service under Article 2.26 of the
            Plan.

3.    Definition Of Compensation

For purposes of the Plan, "Compensation" shall be defined as follows (except as
otherwise specifically provided in the Plan):

      |_|   Wages for federal tax withholding purposes: Compensation shall mean
            all wages within the meaning of Section 3401(a) of the Code for
            purposes of applying federal income tax withholding at the source,
            determined without regard to rules which limit the remuneration
            included in wages based on the nature or location of employment or
            the services performed.

      |X|   Wages for W-2 purposes: Compensation shall mean all wages within the
            meaning of Section 3401(a) of the Code and all other payments of
            compensation in the course of the Employer's trade or business for
            which the Employer is required to furnish a written statement (Form-
            W2) under Sections 6041(d) and 6051(a)(3) of the Code.

      |_|   Section 415 safe harbor compensation: Compensation shall mean
            Compensation as defined in Article 11.1(b) of the Plan for purposes
            of the limitations of Section 415 of the Code.

      |_|   Wages for withholding purposes excluding certain items: Compensation
            shall mean all wages within the meaning of Section 3401(a) of the
            Code for purposes of applying federal income tax withholding at the
            source, determined without regard to rules which limit the


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            remuneration included in wages based on the nature or location of
            employment or the services performed, but excluding the following
            items:

            |_|   Commissions

            |_|   Bonuses

            |_|   Overtime

            |_|   Other (specify) ______________________________________________
                  ==============================================================

      |X|   Other definition of Compensation (specify): Compensation shall mean
            all wages within the meaning of Section 3401(a) of the Code and all
            other payments of compensation in the course of the Employer's trade
            or business for which the Employer is required to furnish a written
            statement (Form W-2) under Sections 6041(d) and 6051(a)(3) of the
            Code, provided that such wages and other compensation of each
            Participant for purposes of Employer Matching Contributions and
            Employer Nonelective Contributions shall not exceed $100,000
            annually.

4.    Employee Pre-Tax Contributions

(a)   Employee Pre-Tax Contributions

      |X|   If this option is selected, a Participant may elect to make Employee
            Pre-Tax Basic Contributions to the Plan in an amount up to 6% of the
            Compensation otherwise payable to the Participant.

(b)   Employee Pre-Tax Supplemental Contributions (Optional)

      |X|   If this option is selected, a Participant who has elected to make
            Employee Pre-Tax Basic Contributions in the maximum amount permitted
            under (a) above may also elect to make Employee Pre-Tax Supplemental
            Contributions to the Plan in an amount up to 9% of the Compensation
            otherwise payable to the Participant.

            Note: This distinction between "Basic" and "Supplemental"
            Contributions is appropriate for Employers who wish to make Employer
            Matching Contributions under Section 6 below based on Employee
            Pre-Tax Basic Contributions, while also permitting Participants to
            make "non-matched" Employee Pre-Tax Supplemental Contributions.


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(c)   Employee Pre-Tax Bonus Contributions (Optional)

      |_|   If this option is selected, a Participant may elect to make Employee
            Pre-Tax Bonus Contributions to the Plan in an amount up to
            ____________________ (fill in the percentage or amount) of any bonus
            otherwise payable to the Participant for the Plan Year.

            Note: This option for Employee Pre-Tax Bonus Contributions is
            appropriate for Employers who wish to permit Participants to defer
            different percentages or amounts of their bonuses than their regular
            pay or who wish to permit Participants to defer their bonuses on a
            different matching basis than regular pay. Otherwise, bonuses will
            be eligible for reduction as Employee Pre-Tax Basic and Supplemental
            Contributions (unless you exclude bonuses from the Compensation
            which is eligible for reduction under (a) above). See Article 4.2(h)
            of the Plan.

(d)   Aggregate Limit on Employee Pre-Tax Contributions (Optional)

      |X|   If this option is selected, the maximum amount of Employee Pre-Tax
            Contributions (including Employee Pre-Tax Basic, Supplemental and
            Bonus Contributions) which a Participant may elect to have made to
            the Plan for any Plan Year shall not exceed 15% of the Participant's
            Compensation for the Plan Year

5.    Employee After-Tax Contributions (Optional)

      |_|   Employee After-Tax Contributions: If this option is selected, a
            Participant may elect to make Employee After-Tax Contributions to
            the Plan for a Plan Year in an amount up to _________ (fill in the
            percentage or amount) of the Participant's Compensation for the Plan
            Year.

      |X|   Coordination with Employee Pre-Tax Contributions: If this option is
            selected, the maximum amount of Employee Pre-Tax Contribution,
            Employee After-Tax Contributions and Employer Profit Sharing
            Contributions which a Participant may elect to make to the Plan for
            any Plan Year shall not exceed 25% of the Participant's Compensation
            for the Plan Year.

6.    Employer Matching Contributions (Optional)

      |X|   Fixed Formulas: If this option is selected, the Employer shall make
            Employer Matching Contributions on behalf of each Participant for a
            Plan Year equal to:


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<PAGE>   8

            1)    50% of the amount of Employee Pre-Tax Basic Contributions on
                  behalf of the Participant for the Plan Year up to 6% of the
                  Participant's Compensation for the Plan Year;

            2)    _____________________fill in the percentage or amount) of the
                  amount of Employee Pre-Tax Bonus Contributions on behalf of
                  the Participant for the Plan Year up to _____________________
                  (fill in the percentage or amount) of the Participant's
                  Compensation for the Plan Year; and

            3)    ______________________(fill in the percentage or amount) of
                  the amount of Employee After-Tax Contributions by the
                  Participant for the Plan Year up to _________________________
                  (fill in the percentage or amount, if applicable) of the
                  Participant's Compensation for the Plan Year.

      |_|   Discretionary Formula: If this option is selected, the Employer
            shall make Employer Matching Contributions for each Plan Year in an
            amount determined by the Employer in its sole discretion by
            resolution duly adopted on or before the last day for filing its
            federal income tax return, including extensions, for the taxable
            year with or within which such Plan Year ends. Employer Matching
            Contributions shall be allocated to the Employer Matching
            Contribution Accounts of Participants in the proportion that each
            Participant's Employee Pre-Tax Basic Contributions for the Plan Year
            bear to the total Employee Pre-Tax Basic Contributions of all
            Participants for the Plan Year.

      |_|   Aggregate Limit on Employer Matching Contributions: If this option
            is selected, the aggregate amount of Employer Matching Contributions
            on behalf of a Participant for any Plan Year shall not exceed
            ___________________ (fill in the percentage or amount) of the
            Participant's Compensation for the Plan Year.

7.    Employer Nonelective Contributions (Optional)

      |_|   Fixed Formula Based On Compensation: If this option is selected, the
            Employer shall make Employer Nonelective Contributions on behalf of
            each Participant for a Plan Year in an amount equal to
            _______________________% (fill in the percentage) of the
            Participant's Compensation for the Plan Year.

      |X|   Discretionary Formula: If this option is selected, the Employer
            shall make Employer Nonelective Contributions for each Plan Year in
            an amount determined by the Employer in its sole discretion by
            resolution duly adopted on or before the last day for filing its
            federal income tax return, including extensions, for the taxable
            year with or within which such Plan Year ends. Employer Nonelective
            Contributions shall be allocated to the Employer Nonelective
            Contribution Accounts of Participants who participated in the Plan
            at any time during the Plan Year in the proportion that each such
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such Participants for the Plan Year.


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<PAGE>   9

8.    Directed Investments By Participants

      |X|   Total Investment Direction: If this option is selected, each
            Participant shall be permitted to direct the investment of all
            amounts allocated to the Participant's separate accounts under the
            Plan.

      |_|   Limited Investment Direction: If this option is selected, a
            Participant shall be permitted to direct the investment of amounts
            allocated to the following of the Participant's separate accounts
            under the Plan (please complete the following if you wish to limit
            investment direction by Participants to certain accounts):

            |_|   Employee Pre-Tax Contribution Account

            |_|   Employee After-Tax Contribution Account

            |_|   Employer Matching Contribution Account

            |_|   Employer Nonelective Contribution Account

            |_|   Rollover Contribution Account

      |_|   Named Fiduciary Direction: To the extent that Participants do not
            direct investments, the Plan Administrator or the person or entity
            designated by the Employer below shall be responsible as the named
            fiduciary for directing and managing Plan investments (see Article
            6.5 of the Plan):

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9.    Distributions Upon Retirement

A Participant (or the Participant's designated Beneficiary, in the event of the
Participant's death) shall be entitled to receive the entire amounts credited to
the Participant's separate accounts under the Plan upon the Participant's
retirement on or after Normal Retirement Age, Disability or death. For purposes
of the Plan, "Normal Retirement Age" shall mean:

      |X|   The date a Participant attains age 65.


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      |_|   The later of the date a Participant attains age __________________
            (not to exceed age 65) or the 5th anniversary of the first day of
            the first Plan Year in which the Participant commenced participation
            in the Plan.

10.   Vesting Schedule

A Participant who terminates employment prior to Normal Retirement Age for
reasons other than death or Disability shall be entitled to receive the vested
amounts credited to the Participant's Employer Matching Contribution Account and
Employer Nonelective Contribution Account. These amounts shall be determined by
the vesting schedules selected below:

(a)   Vesting Schedule for Employer Matching Contribution Account

      |_|   100% Immediate Vesting: A Participant shall be fully (100%) vested
            upon commencement of participation in the Plan.

      |_|   Five-Year Cliff Vesting: A Participant shall be fully (100%) vested
            upon completion of five Years of Service.

      |_|   Seven-Year Graded Vesting: A Participant shall become vested
            according to the following vesting schedule:

               Years of Service                 Vested Percentage
                      3                                 20%
                      4                                 40
                      5                                 60
                      6                                 80
                      7 or more                         100

      |X|   Other:

               Years of Service                 Vested Percentage
                      1                                 0%
                      2                                 50%
                      3                                 100%

(b)   Vesting Schedule for Employer Nonelective Contribution Account

      |_|   100% Immediate Vesting. A Participant shall be fully (100%) vested
            upon commencement of participation in the Plan.


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<PAGE>   11

      |_|   Five-Year Cliff Vesting. A Participant shall be fully (100%) vested
            upon completion of five Years of Service.

      |_|   Seven-Year Graded Vesting. A Participant shall become vested
            according to the following vesting schedule:

               Years of Service                 Vested Percentage
                     3                               20%
                     4                               40%
                     5                               60%
                     6                               80%
                 7 or more                           100%

      |X|   Other:

                Years of Service                Vested Percentage
                     1                               0%
                     2                               50%
                     3                               100%

11.   Installment Payment Option (Optional)

      |X|   If this option is selected, a Participant who terminates employment
            with a total vested amount in excess of $3,500 shall be permitted to
            receive such amount in monthly, quarterly, semiannual or annual
            installment payments (as an alternative to a single-sum payment)
            under Article 8.3(b)(ii) of the Plan. If applicable, this option
            shall apply to:

            |X|   All such Participants who separate from service with the
                  Employer.

            |_|   Only such Participants who separate from service with the
                  Employer on or after Normal Retirement Age or upon Disability.

      |X|   If this option is selected, a Participant who terminates employment
            with a total vested amount in excess of $3,500 shall be permitted to
            receive such amount as an annuity payable over the life of the
            Participant (as an alternative to a single-sum payment) under
            Article 8.3(b)(iii) of the Plan. If applicable, this option shall
            apply to:

            |X|   All such Participants who separate from service with the
                  Employer.

            |_|   Only such Participants who separate from service with the
                  Employer on or after Normal Retirement Age or Upon Disability.


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      |X|   If this option is selected, a Participant who terminates employment
            with a total vested amount in excess of $3,500 shall be permitted to
            receive such amount as an annuity payable over the life of the
            Participant (as an alternative to a single-sum payment) and 50%, 75%
            or 100% to the Participant's Beneficiary over such Beneficiary's
            life as provided under Article 8.3(b)(iv) of the Plan. If
            applicable, this option shall apply to:

            |X|   All such Participants who separate from service with the
                  Employer.

            |_|   Only such Participants who separate from service with the
                  Employer on or after Normal Retirement Age or Upon Disability.

      |X|   If this option is selected, a Participant who terminates employment
            with a total vested amount in excess of $3,500 shall be permitted to
            receive such amount as an annuity payable over the life of the
            Participant (as an alternative to single-sum payment) and to the
            Participant's Beneficiary for a period certain under Article
            8.3(b)(v) of the Plan. If applicable, this option shall apply to:

            |X|   All such Participants who separate from service with the
                  Employer.

            |_|   Only such Participants who separate from service with the
                  Employer on or after Normal Retirement Age or Upon Disability.

12.   Withdrawals (Optional)

(a)   Withdrawals On Or After Age 59 1/2

      |X|   If this option is selected, a Participant shall be permitted to make
            in-service withdrawals under Article 9.3 of the Plan upon attaining
            age 59 1/2.

(b)   Hardship Withdrawals

      |X|   If this option is selected, a Participant shall be permitted to make
            in-service withdrawals under Article 9.4 of the Plan upon
            establishing financial hardship.

13.   Loans (Optional)

      |X|   If this option is selected, the Plan Administrator shall be
            permitted to direct the Trustee to make loans to Participants from
            their separate accounts under the Plan in accordance with the
            provisions of Article 10 of the Plan.


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<PAGE>   13

14.   Limitations on Allocations

      Note: You must complete this Section 13 only if the Employer maintains or
      has ever maintained another qualified plan in which any Participant in
      this Plan is or was a participant or could possibly become a participant.

(a)   Employers Who Also Maintain a Qualified Defined Contribution Plan Other
      Than a Master Or Prototype Plan (See Article 11.4 of the Plan)

      If a Participant in this Plan is covered under another qualified defined
      contribution plan maintained by the Employer which is not a Master or
      Prototype Plan, the provisions of Article 11.3 of the Plan will
      automatically apply as if the other plan was a Master or Prototype Plan
      unless the Employer hereby designates another method of limiting Annual
      Additions to the Maximum Permissible Amount (in a manner that precludes
      Employer discretion) by describing such method below:

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(b)   Employers Who Also Maintain a Qualified Defined Benefit Plan (See Article
      11.5 of the Plan)

      If a Participant in this Plan is or has been covered under a qualified
      defined benefit plan maintained by the Employer, the sum of the Defined
      Benefit Plan and Defined Contribution Plan Fractions (as defined in
      Article 11.1 of the Plan) may not exceed 1.0. The method under which the
      Employer will satisfy this 1.0 limitation is described below:

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(c)   Limitation Year

      For purposes of Article 11 of the Plan, the Limitation Year shall be the
      Plan Year unless another 12-consecutive month period is designated as the
      Limitation Year below:

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15.   Top-Heavy Provisions

(a)   Minimum Vesting Schedules

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Article
12.2(b) of the Plan), a Participant's vested percentage in his or her Employer
Matching Contribution Account and Employer Nonelective Contribution Account
shall be determined by the vesting schedules selected below (rather than the
vesting schedules selected in Section 10 of this Adoption Agreement):

      (i)   Employer Matching Contribution Account

            |_|   Three-Year Cliff Vesting: A Participant shall be fully (100%)
                  vested upon completion of _______________ (may not exceed 3)
                  Years of Service.

            |X|   Three-Year Graded Vesting

                   Years of Service               Vested Percentage
                        <2                              0%
                         2                              50%
                         3                              100%

      (ii)  Employer Nonelective Contribution Account

            |_|   Three-Year Cliff Vesting: A Participant shall be fully (100%)
                  vested upon completion of _______________ (may not exceed 3)
                  Years of Service.

            |_|   Six-Year Graded Vesting

                   Years of Service               Vested Percentage
                         2                        _________% (not less than 20%)
                         3                        _________% (not less than 40%)
                         4                        _________% (not less than 60%)
                         5                        _________% (not less than 80%)
                         6 or more                   100%

                   Note: If the Plan's vesting schedules shift in or out of the
                   schedules selected above because of changes to or from
                   Top-Heavy Plan status, such shifts shall constitute
                   amendments to the Plan's vesting schedules and the elections
                   provided for in Article 14.1(c)(ii) of the Plan shall be
                   applicable.


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(b)   Minimum Benefits

For any Plan Year in which the Plan is a Top-Heavy Plan, the minimum benefit
requirements of Section 416(c) of the Code shall be satisfied as follows (please
select one of the following):

      |X|   Minimum contributions under this Plan: Employer contributions under
            this Plan shall be made on behalf of every Participant who is not a
            Key Employee in accordance with Article 12.3(a) of the Plan. To the
            extent this requirement is not already satisfied by the Employer
            contributions provided under this Adoption Agreement (other than
            Employee Pre-Tax Contributions and Employer Matching Contributions),
            the Employer shall (select one, if applicable):

            |X|   make additional Employer contributions on behalf of
                  Participants who are not Key Employees for the Plan Year in
                  the minimum amount necessary; or

            |_|   make additional Employer contributions on behalf of all
                  Participant for the Plan Year in an amount equal to a uniform
                  percentage of each Participant's Compensation, which
                  percentage shall be determined by the Employer by resolution
                  duly adopted on or before the last day for filing its federal
                  income tax return, including extensions, for the taxable year
                  with or within which such Plan Year ends.

      |_|   Minimum benefits under other qualified plan(s): The minimum benefit
            requirements of Section 416(c) of the Code shall be satisfied
            through one or more other qualified plans maintained by the Employer
            that are identified below:

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(c)   Present Value Determination

      This subsection (c) applies only if the Employer maintains or has
      maintained a defined benefit plan which has covered or could cover a
      Participant in this Plan. If this subsection (c) applies, the following
      interest rate, mortality table and valuation date shall apply for purposes
      of determining the present value of accrued benefits under the defined
      benefit plan (see Article 12.2(c), (g) and (h) of the Plan):

 Interest Rate: 8%   Mortality Table: 1983 Group Annuity Mortality Table (Males)

           Valuation Date: Funded Status as of January 1 of each year


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16.   Execution of Plan and Trust Agreement

Important:

      1)    Failure to properly complete this Adoption Agreement may result in
            disqualification of the Plan.

      2)    The Sponsor will inform the Employer of any amendments made to the
            Plan or the discontinuance or abandonment of the Plan.

      3)    The name, address and telephone number of the Sponsor are as
            follows:

                        Vanguard Fiduciary Trust Company
                                    Box 2600
                            Vanguard Financial Center
                             Valley Forge, PA 19482
                        1-800-523-1036

      4)    The Employer may not rely on an opinion letter issued by the
            National Office of the Internal Revenue Service to the Sponsor as
            evidence that the Plan as adopted by the Employer is qualified under
            Section 401 of the Internal Revenue Code. In order to obtain
            reliance with respect to the qualification of this Plan, the
            Employer must apply to the appropriate Key District Office of the
            Internal Revenue Service for a determination letter.

      5)    This Adoption Agreement may be used only in conjunction with the
            Vanguard Prototype 401(k) Savings Plan (Basic Plan Document 01).

(a)   Execution By Employer

      In Witness Whereof, and intending to be legally bound, the Employer named
above hereby adopts the Vanguard Prototype 401(k) Savings Plan by causing this
Adoption Agreement to be executed as of the date set forth below.

By:            Kevin McKay                    CFO, COO
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                     Name                  Title

Signature      /s/ Kevin McKay
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Date:
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[ILLEGIBLE]


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(b)   Execution By Trustee(s)

      In Witness Whereof, and intending to be legally bound, the Trustee(s)
named above hereby accepts its appointment as Trustee for the Plan, and hereby
agrees to the terms and conditions of the Trust Agreement for the Plan.

Trustee:
             Vanguard Fiduciary Trust Company
By:          R. Gregory Barton                   Vice President - Legal
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                      Name                       Title

Signature:   /s/ R. Gregory Barton
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Date:        March 25, 1997
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Trustee:

By:
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                     Name                      Title

Signature:
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Date:
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<PAGE>   18

                                  ATTACHMENT A

                        TO THE ADOPTION AGREEMENT FOR THE

              SAP AMERICA. INC. 401(k) PROFIT SHARING PLAN & TRUST

Notwithstanding any other provisions of the Vanguard Prototype 401(k) Savings
Plan (the "Prototype Plan") to the contrary, the following modifications to the
Prototype Plan are made, and the modified Prototype Plan is adopted as part of
the Adoption Agreement to which this attachment is attached:

1.    Article 8.3(b) is amended by replacing Articles 8.3(b)(i) and 8.3(b)(ii)
      with the following:

      "(i) in a single-sum payment;

      (ii) if so designated by the Employer in the Adoption Agreement, in
      monthly, quarterly, semi-annual or annual installment payments over a
      period not to exceed the life expectancy of the Participant or the joint
      life and last survivor expectancy of the Participant and the Participant's
      designated Beneficiary;

      (iii) if so designated by the Employer in the Adoption Agreement, in an
      annuity payable over the life of the participant;

      (iv) if so designated by the Employer in the Adoption Agreement, in an
      annuity payable over the life of the Participant and 50%, 75%, or 100% to
      the Participant's Beneficiary over such Beneficiary's life; or

      (v) if so designated by the Employer in the Adoption Agreement, in an
      annuity payable over the life of the Participant and to the Participant's
      Beneficiary for a period certain."


                                       18
<PAGE>   19

                     EMPLOYER SELECTION OF INVESTMENT FUNDS

Vanguard Fiduciary Trust Company
Vanguard Financial Center
Valley Forge, PA 19482

Attn:  Vanguard Institutional Services Dept.

       Re:  SAP America. Inc. 401(k) Profit Sharing Plan (the "Plan")

       In accordance with Section 2.1 of the Trust Agreement for the
above-captioned Plan, we hereby certify that the following investment funds have
been selected as available investment options for participants under the Plan:

                       Vanguard Investment Contract Trust
             Vanguard Bond Index Fund - Total Bond Market Portfolio
                            Vanguard/Wellington Fund
                               Vanguard/Windsor II
                      Vanguard/Index Trust - 500 Portfolio
                   Vanguard World Fund - U.S. Growth Portfolio
              Vanguard World Fund - International Growth Portfolio
                 Vanguard Horizon Fund - Global Equity Portfolio
               Vanguard Horizon Fund - Aggressive Growth Portfolio
                             Vanguard Explorer Fund
                  Vanguard LlFEStrategy Fund - Income Portfolio
           Vanguard LlFEStrategy Fund - Conservative Growth Portfolio
             Vanguard LlFEStrategy Fund - Moderate Growth Portfolio
                  Vanguard LlFEStrategy Fund - Growth Portfolio

      We hereby agree to give Vanguard Fiduciary Trust Company (the "Trustee")
at least 30 days written notice (which notice may, however, be waived by the
Trustee) prior to adding any new investment fund to the above list, and that no
investment fund shall be added to the above list without the prior approval of
the Trustee. In the absence of such approval, we hereby agree that the Trustee
shall be permitted to resign under the Trust Agreement effective immediately.


                                SAP AMERICA, INC.

                                 By: [ILLEGIBLE]
                                  ----------------------------------------------
                                 Title: CFO COO
                                     -------------------------------------------
                                 Date: 12-30-96
                                    --------------------------------------------
                               [ILLEGIBLE]
<PAGE>   20

                  EMPLOYER CERTIFICATION OF PLAN ADMINISTRATOR

Vanguard Fiduciary Trust Company
Vanguard Financial Center
Valley Forge, PA 19482

Attn: Vanguard Institutional Services Dept.

      Re:  SAP America, Inc. 401(k) Profit Sharing Plan (the "Plan")

      (1) Identification of Plan Administrator. We hereby certify that the
following individual(s) are currently authorized to serve as Plan Administrator
for the above-captioned Plan (complete (a), (b) or (c) below):

            (a) Committee as Plan Administrator (complete the following if your
Plan designates a Committee to serve as Plan Administrator)

                           Name                    Signature
                           ----                    ---------

Chairman
              ------------------------------------------------------------------

Secretary
              ------------------------------------------------------------------

Other Members
              ------------------------------------------------------------------

              ------------------------------------------------------------------

              ------------------------------------------------------------------

      Indicate number of signatures required for Committee action: ____________

            (b) Individual as Plan Administrator (complete the following if your
Plan designates an individual to serve as Plan Administrator)

      Name                            Title                        Signature
      ----                            -----                        ---------

--------------------------------------------------------------------------------
<PAGE>   21

      (check mark) (c) Employer as Plan Administrator (check here if your Plan
designates the Employer as Plan Administrator)

      (2) Authorized Personnel. We hereby certify that the following individuals
are duly authorized to act on behalf of the Plan Administrator with respect to
the administration of the Plan:

      Name               Title                              Signature
      ----               -----                              ---------

Bruce Brodsky            Mgr. Compensation & Benefits       /s/ Bruce Brodsky
--------------------------------------------------------------------------------
Kevin McKay              CFO, COO                           /s/ Kevin McKay
--------------------------------------------------------------------------------
John M. Lana             V.P. Finance                       /s/ John M. Lana
--------------------------------------------------------------------------------
Eric Rubino              V.P. General Counsel               /s/ Eric Rubino
--------------------------------------------------------------------------------
William Schwartz         Director Human Resources           /s/ William Schwartz
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

      (3)   No Chances in Plan Administrator or Authorized Personnel (please
            mark, if applicable)

      ( )   We hereby certify that there have been no changes in the
            individuals authorized to serve as, or on behalf of, the Plan
            Administrator for the Plan since the last Certification of Plan
            Administrator was filed with Vanguard.

      This Certification of Plan Administrator shall remain in effect until
Vanguard is notified otherwise in writing.

                                    SAP AMERICA, INC.

                                    By: [ILLEGIBLE]
                                       -----------------------------------------
                                    Title: CFO, COO
                                          --------------------------------------
                                    Date: 12-30-96
                                         ---------------------------------------
                                   [ILLEGIBLE]


                                      Pg. 2
<PAGE>   22

                        VANGUARD FIDUCIARY TRUST COMPANY

                                 TRUST AGREEMENT

      THIS AGREEMENT OF TRUST (the "Agreement") effective the 31st day of
December, 1996, by and between SAP AMERICA, INC., a Pennsylvania corporation
(the "Employer"), and VANGUARD FIDUCIARY TRUST COMPANY, a trust company
incorporated under Chapter 10 of the Pennsylvania Banking Code (the "Trustee"),

                                   WITNESSETH

      WHEREAS, the Employer has adopted and is maintaining the SAP AMERICA, INC.
401(k) PROFIT SHARING PLAN (the "Plan") for the exclusive benefit of its
Employees; and

      WHEREAS, BRUCE L. BRODSKY, CEBS, CCP, (the "Plan Administrator") is the
fiduciary named in the Plan as having the authority to control and manage the
operation and administration of the Plan;

      WHEREAS, the Employer and the Trustee deem it necessary and desirable to
enter into a written agreement of trust;

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree and declare as
follows:

                                    ARTICLE I

                           ESTABLISHMENT OF THE TRUST

      Section 1.1. The Employer and the Trustee hereby agree to the
establishment of a trust consisting of such sums as shall from time to time be
paid to the Trustee under the Plan and such earnings, income and appreciation as
may accrue thereon, which, less payments made by the Trustee to carry out the

<PAGE>   23

purposes of the Plan, are referred to herein as the "Fund". The Trustee shall
carry out the duties and responsibilities herein specified, but shall be under
no duty to determine whether the amount of any contribution by the Employer or
any Participant is in accordance with the terms of the Plan nor shall the
Trustee be responsible for the collection of any contributions required under
the Plan.

      Section 1.2. The Fund shall be held, invested, reinvested and administered
by the Trustee in accordance with the terms of the Plan and this Agreement
solely in the interest of Participants and their Beneficiaries and for the
exclusive purpose of providing benefits to Participants and their Beneficiaries
and defraying reasonable expenses of administering the Plan. Except as provided
in Section 4.2, no assets of the Plan shall inure to the benefit of the
Employer.

      Section 1.3. The Trustee shall pay benefits and expenses from the Fund
only upon the written direction of the Plan Administrator. The Trustee shall be
fully entitled to rely on such directions furnished by the Plan Administrator,
and shall be under no duty to ascertain whether the directions are in accordance
with the provisions of the Plan.

                                   ARTICLE II

                             INVESTMENT OF THE FUND

      Section 2.1. The Employer shall have the exclusive authority and
discretion to select the investment funds ("Investment Funds") available for
investment under the Plan. In making such selection, the Employer shall use the
care, skill, prudence and diligence under the circumstances then prevailing that
a prudent person acting in a like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims. The
available investments under the Plan shall be sufficiently diversified so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so. The Employer shall notify the Trustee in writing of the
selection of the Investment Funds currently available for investment under the
Plan, and any changes thereto.

      Section 2.2. Each Participant shall have the exclusive right, in
accordance with the provisions of the Plan, to direct the investment by the
Trustee of all amounts allocated to the separate accounts of the


                                      Pg. 2
<PAGE>   24

Participant under the Plan among any one or more of the available Investment
Funds. All investment directions by Participants shall be timely furnished to
the Trustee by the Plan Administrator, except to the extent such directions are
transmitted telephonically or otherwise by Participants directly to the Trustee
or its delegate in accordance with rules and procedures established and approved
by the Plan Administrator and communicated to the Trustee. In making any
investment of the assets of the Fund, the Trustee shall be fully entitled to
rely on such directions furnished to it by the Plan Administrator or by
Participants in accordance with the Plan Administrator's approved rules and
procedures, and shall be under no duty to make any inquiry or investigation with
respect thereto. If the Trustee receives any contribution under the Plan that is
not accompanied by instructions directing its investment, the Trustee shall
immediately notify the Plan Administrator of that fact, and the Trustee may, in
its discretion, hold or return all or a portion of the contribution uninvested
without liability for loss of income or appreciation pending receipt of proper
investment directions. Otherwise, it is specifically intended under the Plan and
this Agreement that the Trustee shall have no discretionary authority to
determine the investment of the assets of the Fund.

      Section 2.3. Subject to the provisions of Sections 2.1 and 2.2, the
Trustee shall have the authority, in addition to any authority given by law, to
exercise the following powers in the administration of the Trust:

        (a) to invest and reinvest all or a part of the Fund in accordance with
        Participants' investment directions in any available Investment Fund
        selected by the Employer without restriction to investments authorized
        for fiduciaries, including, without limitation on the amount that may be
        invested therein, any common, collective or commingled trust fund
        maintained by the Trustee. Any investment in, and any terms and
        conditions of, any common, collective or commingled trust fund available
        only to employee trusts which meets the requirements of the Internal
        Revenue Code of 1986, as amended (the "Code"), or corresponding
        provisions of subsequent income tax laws of the United States, shall
        constitute an integral part of this Agreement and the Plan;

        (b) to dispose of all or any part of the investments, securities, or
        other property which may from time to time or at any time constitute the
        Fund in accordance with the investment directions by Participants
        furnished to it pursuant to Section 2.2 or the written directions by the
        Plan Administrator furnished to it pursuant to Section 1.3, and to make,
        execute and deliver to the


                                      Pg. 3
<PAGE>   25

      purchasers thereof good and sufficient deeds of conveyance therefor, and
      all assignments, transfers and other legal instruments, either necessary
      or convenient for passing the title and ownership thereto, free and
      discharged of all trusts and without liability on the part of such
      purchasers to see to the application of the purchase money;

      (c) to hold cash uninvested to the extent necessary to pay benefits or
      expenses of the Plan;

      (d) to cause any investment of the Fund to be registered in the name of
      the Trustee or the name of its nominee or nominees or to retain such
      investment unregistered or in a form permitting transfer by delivery;
      provided that the books and records of the Trustee shall at all times show
      that all such investments are part of the Fund;

      (e) to vote in person or by proxy with respect to all shares of mutual
      funds which are held by the Plan solely in accordance with directions
      furnished to it by the Employer, and to vote in person or by proxy with
      respect to all other securities credited to a Participant's separate
      accounts under the Plan solely in accordance with directions furnished to
      it by the Participant;

      (f) upon the written direction of the Plan Administrator, to apply for,
      purchase, hold or transfer any life insurance, retirement income,
      endowment or annuity contract;

      (g) to consult and employ any suitable agent to act on behalf of the
      Trustee and to contract for legal, accounting, clerical and other services
      deemed necessary by the Trustee to manage and administer the Fund
      according to the terms of the Plan and this Agreement;

      (h) upon the written direction of the Plan Administrator, to make loans
      from the Fund to Participants in amounts and on terms approved by the Plan
      Administrator in accordance with the provisions of the Plan; provided that
      the Plan Administrator shall have the responsibility for collecting all
      loan repayments required to be made under the Plan and for furnishing the
      Trustee with copies of all promissory notes evidencing such loans; and

      (i) to pay from the Fund all taxes imposed or levied with respect to the
      Fund or any part thereof under existing or future laws, and to contest the
      validity or amount of any tax, assessment, claim or demand respecting the
      Fund or any part thereof.


                                      Pg. 4
<PAGE>   26

      Section 2.4. Except as may be authorized by regulations promulgated by the
Secretary of Labor, the Trustee shall not maintain the indicia of ownership in
any assets of the Fund outside of the jurisdiction of the district courts of the
United States.

                                   ARTICLE III

                           DUTIES AND RESPONSIBILITIES

      Section 3.1. The Trustee, the Employer and the Plan Administrator shall
each discharge their assigned duties and responsibilities under this Agreement
and the Plan solely in the interest of Participants and their Beneficiaries in
the following manner:

      (a) for the exclusive purpose of providing benefits to Participants and
      their Beneficiaries and defraying reasonable expenses of administering the
      Plan;

      (b) with the care, skill, prudence, and diligence under the circumstances
      then prevailing that a prudent person acting in a like capacity and
      familiar with such matters would use in the conduct of an enterprise of a
      like character and with like aims;

      (c) by diversifying the available investments under the Plan so as to
      minimize the risk of large losses, unless under the circumstances it is
      clearly prudent not to do so; and

      (d) in accordance with the provisions of the Plan and this Trust Agreement
      insofar as they are consistent with the provisions of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA").

      Section 3.2. The Trustee shall keep full and accurate accounts of all
receipts, investments, disbursements and other transactions hereunder, including
such specific records as may be agreed upon in writing between the Employer and
the Trustee. All such accounts, books and records shall be open to inspection
and audit at all reasonable times by any authorized representative of the
Employer or the Plan Administrator. A Participant may examine only those
individual account records pertaining directly to him.


                                      Pg. 5
<PAGE>   27

      Section 3.3. Within 120 days after the end of each Plan Year or within 120
days after its removal or resignation, the Trustee shall file with the Plan
Administrator a written account of the administration of the Fund showing all
transactions effected by the Trustee subsequent to the period covered by the
last preceding account to the end of such Plan Year or date of removal or
resignation and all property held at its fair market value at the end of the
accounting period. Upon approval of such accounting by the Plan Administrator,
neither the Employer nor the Plan Administrator shall be entitled to any further
accounting by the Trustee. The Plan Administrator may approve such accounting by
written notice of approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the Trustee within 90 days
from the date on which the accounting is delivered to the Plan Administrator.

      Section 3.4. In accordance with the terms of the Plan, the Trustee shall
open and maintain separate accounts in the name of each Participant in order to
record all contributions by or on behalf of the Participant under the Plan and
any earnings, losses and expenses attributable thereto. The Plan Administrator
shall furnish the Trustee with written instructions enabling the Trustee to
allocate properly all contributions and other amounts under the Plan to the
separate accounts of Participants. In making such allocation, the Trustee shall
be fully entitled to rely on the instructions furnished by the Plan
Administrator and shall be under no duty to make any inquiry or investigation
with respect thereto.

      Section 3.5. The Trustee shall furnish each Participant with statements at
least annually, or more frequently as may be agreed upon with the Employer,
reflecting the current fair market value of the Participant's separate Accounts
under the Plan.

      Section 3.6. The Trustee shall not be required to determine the facts
concerning the eligibility of any Participant to participate in the Plan, the
amount of benefits payable to any Participant or Beneficiary under the Plan, or
the date or method of payment or disbursement. The Trustee shall be fully
entitled to rely solely upon the written advice and directions of the Plan
Administrator as to any such question of fact.

      Section 3.7. Unless resulting from the Trustee's negligence, willful
misconduct, lack of good faith, or breach of its fiduciary duties under this
Agreement or ERISA, the Employer shall indemnify and


                                      Pg. 6
<PAGE>   28

save harmless the Trustee from, against, for and in respect of any and all
damages, losses, obligations, liabilities, liens, deficiencies, costs and
expenses, including without limitation, reasonable attorney's fees incident to
any suit, action, investigation, claim or proceedings suffered, sustained,
incurred or required to be paid by the Trustee in connection with the Plan or
this Agreement.

                                   ARTICLE IV

                            PROHIBITION OF DIVERSION

      Section 4.1. Except as provided in Section 4.2 of this Article, at no time
prior to the satisfaction of all liabilities with respect to Participants and
their Beneficiaries under the Plan shall any part of the corpus or income of the
Fund be used for, or diverted to, purposes other than for the exclusive benefit
of Participants or their Beneficiaries, or for defraying reasonable expenses of
administering the Plan.

      Section 4.2. The provisions of Section 4.1 notwithstanding, contributions
made by the Employer under the Plan may be returned to the Employer under the
following conditions:

      (a) If a contribution is made by mistake of fact, such contribution may be
      returned to the Employer within one year of the payment of such
      contribution;

      (b) Contributions to the Plan are specifically conditioned upon their
      deductibility under the Code. To the extent a deduction is disallowed for
      any such contribution, it may be returned to the Employer within one year
      after the disallowance of the deduction. Contributions which are not
      deductible in the taxable year in which made but are deductible in
      subsequent taxable years shall not be considered to be disallowed for
      purposes of this subsection; and

      (c) Contributions to the Plan are specifically conditioned on initial
      qualification of the Plan under the Code. If the Plan is determined to be
      disqualified, contributions made in respect of any period subsequent to
      the effective date of such disqualification may be returned to the
      Employer within one year after the date of denial of qualification.


                                      Pg. 7
<PAGE>   29

                                    ARTICLE V

                       APPOINTMENT OF INVESTMENT MANAGERS

      Section 5.1. The Plan Administrator may appoint one or more Investment
Managers with respect to some or all of the assets of the Fund as contemplated
by section 402(c)(3) of ERISA. Any such investment manager shall acknowledge to
the Plan Administrator in writing that it accepts such appointment and that it
is an ERISA fiduciary with respect to the Plan and the Fund. The Plan
Administrator shall provide the Trustee with a copy of the written agreement
(and any amendments thereto) between the Plan Administrator and the Investment
Manager. By notifying the Trustee of the appointment of an Investment Manager,
the Plan Administrator shall be deemed to certify that such Investment Manager
meets the requirements of section 3(38) of ERISA. The authority of the
Investment Manager shall continue until the Plan Administrator rescinds the
appointment or the Investment Manager has resigned.

      Section 5.2. The assets with respect to which a particular Investment
Manager has been appointed shall be specified by the Plan Administrator and
shall be segregated in a separate account for the Investment Manager (the
"Separate Account") and the Investment Manager shall have the power to direct
the Trustee in every aspect of the investment of the assets of the Separate
Account. The Investment Manager shall be responsible for making any proxy voting
or tender offer decisions with respect to securities held in the Separate
Account and the Investment Manager shall maintain a record of the reasons for
the manner in which it voted proxies or responded to tender offers. The Trustee
shall not be liable for the acts or omissions of an Investment Manager and shall
have no liability or responsibility for acting or not acting pursuant to the
direction of, or failing to act in the absence of, any direction from an
Investment manager, unless the Trustee knows that by such action or failure to
act it would be itself committing a breach of fiduciary duty or participating in
a breach of fiduciary duty by such Investment Manager, it being the intention of
the parties that the Trustee shall have the full protection of section 405(d) of
ERISA.


                                      Pg. 8
<PAGE>   30

                                   ARTICLE VI

               COMMUNICATION WITh PLAN ADMINISTRATOR AND EMPLOYER

      Section 6.1. Whenever the Trustee is permitted or required to act upon the
directions or instructions of the Plan Administrator, the Trustee shall be
entitled to act upon any written communication signed by any person or agent
designated to act as or on behalf of the Plan Administrator. Such person or
agent shall be so designated either under the provisions of the Plan or in
writing by the Employer and their authority shall continue until revoked in
writing. The Trustee shall incur no liability for failure to act on such
person's or agent's instructions or orders without written communication, and
the Trustee shall be fully protected in all actions taken in good faith in
reliance upon any instructions, directions, certifications and communications
believed to be genuine and to have been signed or communicated by the proper
person.

      Section 6.2. The Employer shall notify the Trustee in writing as to the
appointment, removal or resignation of any person designated to act as or on
behalf of the Plan Administrator. After such notification, the Trustee shall be
fully protected in acting upon the directions of, or dealing with, any person
designated to act as or on behalf of the Plan Administrator until it receives
notice to the contrary. The Trustee shall have no duty to inquire into the
qualifications of any person designated to act as or on behalf of the Plan
Administrator.

                                   ARTICLE VII

                             TRUSTEE'S COMPENSATION

      Section 7.1. The Trustee shall be entitled to reasonable compensation for
its services as is agreed upon with the Employer. If approved by the Plan
Administrator, the Trustee shall also be entitled to reimbursement for all
direct expenses properly and actually incurred on behalf of the Plan. Such
compensation or reimbursement shall be paid to the Trustee out of the Fund
unless paid directly by the Employer.


                                      Pg. 9
<PAGE>   31

                                  ARTICLE VIII

                       RESIGNATION AND REMOVAL OF TRUSTEE

      Section 8.1. The Trustee may resign at any time by written notice to the
Employer which shall be effective 30 days after delivery unless prior thereto a
successor Trustee shall have been appointed.

      Section 8.2. The Trustee may be removed by the Employer at any time upon
30 days written notice to the Trustee; such notice, however, may be waived by
the Trustee.

      Section 8.3. The appointment of a successor Trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice of the Employer
appointing such successor Trustee, and an acceptance in writing of the office of
successor Trustee hereunder executed by the successor so appointed. Any
successor Trustee may be either a corporation authorized and empowered to
exercise trust powers or one or more individuals. All of the provisions set
forth herein with respect to the Trustee shall relate to each successor Trustee
so appointed with the same force and effect as if such successor Trustee had
been originally named herein as the Trustee hereunder. If within 30 days after
notice of resignation shall have been given under the provisions of this article
a successor Trustee shall not have been appointed, the resigning Trustee or the
Employer may apply to any court of competent jurisdiction for the appointment of
a successor Trustee.

      Section 8.4. Upon the appointment of a successor Trustee, the resigning or
removed Trustee shall transfer and deliver the Fund to such successor Trustee,
after reserving such reasonable amount as it shall deem necessary to provide for
its expenses in the settlement of its account, the amount of any compensation
due to it and any sums chargeable against the Fund for which it may be liable.
If the sums so reserved are not sufficient for such purposes, the resigning or
removed Trustee shall be entitled to reimbursement for any deficiency from the
successor Trustee and the Employer who shall be jointly and severally liable
therefor.


                                     Pg. 10
<PAGE>   32

                                   ARTICLE IX

                               INSURANCE COMPANIES

      Section 9.1. If any contract issued by an insurance company shall form a
part of the Trust assets, the insurance company shall not be deemed a party to
this Agreement. A certification in writing by the Trustee as to the occurrence
of any event contemplated by this Agreement or the Plan shall be conclusive
evidence thereof and the insurance company shall be protected in relying upon
such certification and shall incur no liability for so doing. With respect to
any action under any such contract, the insurance company may deal with the
Trustee as the sole owner thereof and need not see that any action of the
Trustee is authorized by this Agreement or the Plan. Any change made or action
taken by an insurance company upon the direction of the Trustee shall fully
discharge the insurance company from all liability with respect thereto, and it
need not see to the distribution or further application of any moneys paid by it
to the Trustee or paid in accordance with the direction of the Trustee.

                                    ARTICLE X

                 AMENDMENT AND TERMINATION OF THE TRUST AND PLAN

      Section 10.1. The Employer may, by delivery to the Trustee of an
instrument in writing, amend, terminate or partially terminate this Agreement at
any time; provided, however, that no amendment shall increase the duties or
liabilities of the Trustee without the Trustee's consent; and, provided further,
that no amendment shall divert any part of the Fund to any purpose other than
providing benefits to Participants and their Beneficiaries or defraying
reasonable expenses of administering the Plan.

      Section 10.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in such manner and at such times
as the Plan Administrator shall direct in writing. In the absence of receipt of
such written directions within 90 days after the effective date of such
termination, the Trustee shall distribute the Fund in accordance with the
provisions of the Plan.


                                     Pg. 11
<PAGE>   33

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      Section 11.1. Unless the context of this Agreement clearly indicates
otherwise, the terms defined in the Plan shall, when used herein, have the same
meaning as in the Plan.

      Section 11.2. Except as otherwise required in the case of any qualified
domestic relations order within the meaning of Section 414(p) of the Code, the
benefits or proceeds of any allocated or unallocated portion of the assets of
the Fund and any interest of any Participant or Beneficiary arising out of or
created by the Plan either before or after the Participant's retirement shall
not be subject to execution, attachment, garnishment or other legal or judicial
process whatsoever by any person, whether creditor or otherwise, claiming
against such Participant or Beneficiary. No Participant or Beneficiary shall
have the right to alienate, encumber or assign any of the payments or proceeds
or any other interest arising out of or created by the Plan and any action
purporting to do so shall be void. The provisions of this Section shall apply to
all Participants and Beneficiaries, regardless of their citizenship or place of
residence.

      Section 11.3. Nothing contained in this Agreement or in the Plan shall
require the Employer to retain any Employee in its service.

      Section 11.4. Any person dealing with the Trustee may rely upon a copy of
this Agreement and any amendments thereto certified to be true and correct by
the Trustee.

      Section 11.5. The Trustee hereby acknowledges receipt of a copy of the
Plan. The Employer will cause a copy of any amendment to the Plan to be
delivered to the Trustee.


                                     Pg. 12
<PAGE>   34

      Section 11.6. The construction, validity and administration of this
Agreement and the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, except to the extent that such laws have been specifically
superseded by ERISA.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

Attest:                                      SAP AMERICA, INC.


/s/ James F. Devine                          By: /s/ [ILLEGIBLE]
------------------------------                   ----------------------------


Attest:                                      VANGUARD FIDUCIARY TRUST COMPANY


/s/ Christine A. Manny                       By: /s/ R. Gregory Barton
------------------------------                   ----------------------------
                                                       Vice President

                                     Pg. 13