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                                                                     Exhibit 4.4

                                SAP AMERICA, INC.
                       401(k) PROFIT SHARING PLAN & TRUST
                                 AMENDMENT 97-1

      Pursuant to Section 13.01 of the SAP America, Inc. Profit Sharing Plan &
Trust (the "Plan"), the Plan is amended and restated as set forth in the form
attached hereto, which is further amended, effective January 1, 1997, as
follows:

      1. Article 1.1 is amended by adding the following sentence immediately
after the last sentence currently appearing therein:

      "This Plan is intended to qualify as a profit sharing plan under Section
      401(a) of the Internal Revenue Code (the "Code") and includes an Employee
      salary reduction feature intended to comply with the requirements of
      Section 401(k) of the Code, an employer matching feature intended to
      comply with Section 401(m) of the Code, and a discretionary Employer
      contribution feature intended to comply with Section 401(a) of the Code."

      2. Article 2.6(a) is amended by adding the following language immediately
after the second occurrence of the term "Plan Year" currently appearing therein:

      "excluding: (i) amounts contributed by the Employer to the Plan, (ii)
      nontaxable and taxable fringe benefits, (iii) workers' compensation and
      unemployment benefits, and (iv) for purposes of determining Employer
      Profit Sharing Contributions pursuant to Article 4.11, amounts in excess
      of $100,000. Compensation shall be further"

      3. Article 2.7 is amended in its entirety to provide as follows:

      "Disability" means a physical or mental condition of a Participant
      resulting from bodily injury, disease or mental disorder which renders him
      incapable of continuing his usual and customary employment with the
      Employer. The Disability of a Participant shall be determined by a
      licensed physician selected by the Committee. The determination of a
      Disability shall be applied uniformly to all Participants."

      4. Article 2.10 is amended in its entirety to provide as follows:

      "Employee" means any individual who is employed by the Employer or by any
      other employer required to be aggregated with the Employer under Section
      414(b), (c), (m) or (o) of the Code, and shall include any leased employee
      as described in Article 15.2 who is deemed to be an employee of the
      Employer or of any employer required to be aggregated with the Employer as
      provided under Section 414(n) or (o) of the Code."

      5. Article 2.44 shall be added to the Plan to provide as follows:

      ""Employer Profit Sharing Contribution" means a discretionary contribution
      to the Plan made by the Employer on behalf of a


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      Participant in accordance with Article 4.11."

      6. Article 2.45 shall be added to the Plan to provide as follows:

      ""Employer Profit Sharing Contribution Account" means the separate account
      established in the name of a Participant pursuant to Article 4.11 to
      record the Employer Profit Sharing Contributions by the Employer and the
      earnings, losses and expenses allocated thereto."

      7. Article 4.11 shall be added to the Plan to provide as follows:

      "4.11 Employer Profit Sharing Contributions

            (a) The Committee shall, at its discretion, credit to each eligible
            Participant's Employer Profit Sharing Contribution Account, a
            contribution in an amount which is in the same proportion that each
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such Participants for the Plan Year."

      B. Article 6.4 shall be amended in its entirety to provide as follows:

      "Forfeitures arising from Employer Profit Sharing Contributions and/or
      Employer Matching Contributions shall be reallocated in the same manner as
      Employer Profit Sharing Contributions are allocated pursuant to Article
      4.11, with the exception that the determination and allocation of
      forfeitures arising from Employer Matching Contributions shall be limited
      to Participants eligible for Employer Matching Contributions for the Plan
      Year."

      9. Article 8.3(b)(ii) shall be amended in its entirety to provide as
follows:

      "(ii) if so designated by the Employer in the Adoption Agreement, the
      vested value of the Participant's Account shall be distributed in cash
      payments in monthly, quarterly, semiannual or annual installments of
      substantially equal amounts over a period of years certain. If a
      distribution to a Participant is made in installments pursuant to this
      Article, the undistributed balance of such Participant's Account shall be
      held in the Trust until the last installment is paid and the assets of the
      Account shall continue to be subject to the Participant's investment
      direction. In the event of the death of the Participant prior to his
      entire Account being distributed, any amount of his Account not previously
      distributed shall be distributed to his Beneficiary over the remaining
      installments."

      10. Article 8.3(b)(iii) shall be added to the Plan to provide as follows:

      "(iii) if so designated by the Employer in the Adoption


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      Agreement, the vested value of the Participant's Account shall be used to
      purchase an annuity from an insurance company payable over the life of the
      Participant."

      11. Article 8.3(b)(iv) shall be added to the Plan to provide as follows:

      "(iv) if so designated by the Employer in the Adoption Agreement, the
      vested value of the Participant's Account shall be used to purchase an
      annuity from an insurance company over the life of the Participant with
      the provision that one hundred percent (100%) , seventy-five percent (75%)
      or fifty percent (50%) of such annuity amount, according to his election,
      shall be continued to and during the life of his Beneficiary, if such
      Beneficiary is living at the time of death of the retired Participant."

      12. Article 8.3(b)(v) shall be added to the Plan to provide as follows:

      "(v) if so designated by the Employer in the Adoption Agreement, the
      vested value of the Participant's Account shall be used to purchase an
      annuity from an insurance company payable over the life of the
      Participant, but guaranteed for a period of five (5) years, ten (10)
      years, or if greater, a period of years not extending beyond the life of
      the Participant and the Beneficiary."

      WHEREFORE, I have executed the foregoing amendment this 31st day of
December, 1996.


                                           By:     /s/ Kevin McKay
                                                 -------------------------------

                                           Name:       Kevin McKay
                                                 -------------------------------

                                           Title:      CFO, COO
                                                 -------------------------------


Witness: /s/ James [ILLEGIBLE]
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