Contract of Engagement for Member of Executive Board – SAP

1.

Board Member will conduct the affairs of SAP together with other Board
Members of the SAP Executive Board.

2.

Board Member will perform the duties of his or her office with proper
commercial care and will, in his or her actions, comply with the provisions of
the law, the Articles of Incorporation of SAP, the SAP Executive Board Rules of
Procedure, the list of transactions requiring consent given by the Supervisory
Board, the resolutions of the General Meeting of Shareholders and of the
Supervisory Board, this Contract of Engagement, SAP153s Principles of Corporate
Governance, and the Code of Business Conduct for Employees of SAP, each as
amended from time to time.

3.

In court and out of court, Board Member will act for and on behalf of SAP as
provided by the law and subject to the rules applying at SAP. Details of Board
Member153s authority to manage the business are subject to amendment at any time.

4.

Board Member will exercise the rights and perform the duties of an employer
as provided in labor and social-security law.

5.

At SAP153s request, Board Member will accept appointments to governing bodies
of SAP153s affiliates and appointments to governing bodies of and honorary offices
in associations. At any time on SAP153s request and in any case not later than the
end of this Contract, Board Member will, so far as possible in law, relinquish
such appointments and offices or transfer them to such other persons as SAP
directs.

1.

Board Member will commit his or her entire working effort, knowledge, and
expertise to the service of SAP. Board Member is free to determine his or her
own working hours. However, he or she must at all times be available to SAP and
deal with SAP business so far as necessary in SAP153s interests.

2.

Before accepting any paid or honorary employment, notably Board Membership of
any governing body, Board Member must obtain the written consent of the
Supervisory Board, which consent may be withdrawn at any time.

1.

Board Member will receive a fixed gross annual base salary of
412,000.00 (four hundred twelve thousand euros),
subdivided in a ratio of 55% (Germany) to 45% (USA) in 12 equal installments.

2.

Board Member will receive a Board Members153 profit-sharing component (“Bonus”
herein) oriented to his or her personal performance. The details are set out in
a target agreement, which is annexed to this Contract, between the Supervisory
Board and Board Member and has to be covenant each fiscal year. The target
agreement for each actual year is expressly incorporated into this Contract. The
calculation of the profit-sharing component is based on the following: within a
100 percentage target achievement the target bonus will amount to one annual
base salary.

If for any fiscal year the Supervisory Board does not set a target, Board
Member is entitled to a minimum Bonus, amounting to the annual base salary.
(Appendix: “Bonus Schedule Board Members 2005”)

If during a fiscal year Board Member153s appointment to the Executive Board is
revoked for just cause in accordance with the German Stock Corporation Act,
section 84 (3), Board Member is not entitled to Bonus for that fiscal year.

The Supervisory Board can postpone payment of the Bonus if the General
Meeting of Shareholders does not formally approve the acts of the Executive
Board and there are serious reasons.

The Bonus is payable after the General Meeting of Shareholders that receives
the financial statements for the fiscal year to which the Bonus applies.

3.

The aforesaid salary parts in No. 1 and No. 2 build up the annual target
salary.

4.

Board Member will participate in SAP153s stock-based compensation plan if there
is one for the fiscal year. SAP will decide the extent and terms of any
stock-based compensation at its own discretion.

5.

Each year, the Supervisory Board will examine Board Member153s total
compensation in the light of SAP153s revenue situation, Board Member153s own
performance in the preceding fiscal year, trends in Executive Board Members153
compensation in comparable companies in Germany, Europe, and the world, and
general monetary inflation, and may at its discretion make a reasonable
adjustment to Board Member153s total compensation.

6.

Except so far as otherwise provided above, the compensation components
described above will be paid pro rata temporis in respect of any
incomplete year in the term of this Contract.

1.

SAP will make a company car available to Board Member for business and
private use during the term of this Contract. SAP will bear the cost of the
company car, including but not limited to the running expenses. All tax
liability in respect of private use will be borne by Board Member. The company
car regulations posted in SAPNet also apply as amended from time to time.

2.

SAP will at its own expense take accident insurance with the following cover
for Board Member153s benefit:

SAP will take the insurance on terms that provide that the beneficiary or
beneficiaries of death benefit are the person or persons nominated for that
purpose by Board Member or, in the absence of such nomination, Board Member153s
estate.

Income tax on the premiums is payable by Board Member.

3.

SAP will also take Board Members153 and officers153 liability insurance for Board
Member153s benefit.

4.

Board Member153s travel and other expenses incurred and disbursements made on
SAP business will be reimbursed to Board Member in accordance with the rules
generally applicable from time to time on presentation of documentation
appropriate for tax purposes.

1.

Board Member hereby grants to SAP comprehensive, exclusive, perpetual,
worldwide rights under license to use and exploit all Works and Inventions that
are created or made by Board Member in performance of duties in this Contract
and for which authorship, copyright, patent, trademark, design patent, or any
other protection is available. The exclusive license rights granted encompass
the unrestricted right to use and exploit the Works and Inventions in the
following ways and for the following purposes:

a)

The unrestricted physical copying of Works and Inventions and distribution of
any number of copies, editions and recordings of Works and Inventions on video,
audio, or data media

b)

The unrestricted storage of Works and Inventions for retrieval, transmission,
and public performance

c)

The unrestricted archiving of Works and Inventions on storage media

d)

The unrestricted adaptation of Works and Inventions, subject to retention of
moral rights

e)

Unrestricted advertising with Works and Inventions

The rights granted also include the unrestricted right to grant licenses to
others. The compensation in article 3 in this Contract includes full and
sufficient consideration for the grant of all licenses herein. So far as
permitted in law, Board Member waives all moral and personal rights in Works and
Inventions, notably the right to be identified as author and the right to revoke
a license for nonexercise, and Board Member entrusts the exercise of those
rights to SAP.

2.

The German Employee Inventions Act applies as follows to any inventions and
suggestions for technical improvements that Board Member makes: Board Member
will without delay disclose to SAP his or her in-service inventions, independent
inventions, and suggestions for technical improvements and offer them for claim
by SAP. Any SAP claim notice must be given not later than four months after such
disclosure. SAP has a right but not a duty to apply for patents and design
patents in Germany and elsewhere in connection with such claims. The
compensation in article 3 in this Contract includes full satisfaction of all
claims for inventor remuneration relating to in-service inventions and
suggestions for technical improvements. Board Member will be paid fair market
inventor remuneration for any independent invention. If the parties cannot agree
on the amount of such inventor remuneration the matter will be brought before
the patent division of the appropriate district court in accordance with the
German Patent Act, section 143.

3.

Board Member will ensure that appropriate documentation is available and kept
up to date and accessible to SAP at all times for the Works and Inventions that
Board Member creates or makes during the term of this Contract and for which
patent, copyright, or other protection is available, Board Member will assign
title to that documentation to SAP. During the term of this Contract and
thereafter, Board Member will help SAP to obtain patent and other protection for
such Works and Inventions in Germany and elsewhere. Board Member will complete,
submit, and sign all applications, declarations, and documents that are needed
or that SAP requests so that any patent and other protection for the Works and
Inventions vests entirely in SAP, to enable SAP to secure for itself the full
and exclusive enjoyment and benefit of the Works and Inventions and to exploit
them. Except for the reimbursement of expenses that Board Member incurs at SAP153s
behest, no additional compensation is payable to Board Member in respect of
performance of these collaborative duties during the term of this Contract. In
so far as Board Member performs such collaborative duties after the end of this
Contract, he or she will be paid appropriate daily compensation and SAP will
reimburse to Board Member all expenses he or she incurs at SAP153s behest.

1.

During the term of this Contract the provisions of the German Stock
Corporation Act, section 88 (1) apply. Moreover, during the term of this
Contract Board Member will not hold an interest in any company that competes
with SAP or an SAP affiliate or in any company that does a significant amount of
business with SAP. The Code of Business Conduct for Employees also applies as
amended from time to time (posted on SAPNet at quick link /businessconduct).

2.

It is a duty of Board Member to keep strictly secret all confidential
matters, trade secrets of SAP and SAP153s affiliates (for example, processes,
data, expertise, marketing plans, business plans, undisclosed financial
statements, budgets, licenses, prices, costs, customers, and vendors), and the
provisions of this Contract except so far as disclosure is required by the law
or ordered by the court and Board Member notifies SAP in full at the time of
disclosure. The duty of secrecy survives the end of this Contract.

3.

It is the duty of Board Member in cases of doubt to seek clarification of the
application of the noncompete undertaking from the Supervisory Board and of the
duty of secrecy from the full Executive Board or if necessary from the
Supervisory Board.

1.

Board Member is entitled to 35 days153 paid leave based on the regular SAP
five-day working week; the entitlement is reduced pro rata temporis in
respect of any incomplete year in the term of this Contract. Board Member will
plan his or her leave in consultation and agreement with either the Board
Members of the Executive Board or, in their absence, the chairperson of the
Supervisory Board, having proper regard to Board Member153s own needs and the
interests of SAP.

2.

If for business or personal reasons Board Member cannot take all his or her
leave entitlement before the end of the year, the days not taken will be carried
forward to the next year.

3.

If Board Member153s engagement as a member of the Executive Board is ended
before Board Member can take all of his or her leave entitlement, Board Member
will receive compensation in lieu at a rate reflecting the fixed salary in
article 3 (1).

1.

Subject to the appointment of Board Member to the Executive Board, this
Contract commences on January 01, 2006 and ends on expiration of Board Member153s
Executive Board engagement, that is to say on December, 31, 2010. Any contract
extending the term of this Contract will be concluded not later than 9 months
before expiration of the term of this Contract. If Board Member153s engagement is
extended or if Board Member is reappointed to the SAP Executive Board, this
Contract will continue in force for the duration of the extension or
reappointment.

2.

Except as provided in (5) in this article, this Contract cannot be terminated
by regular notice during its proper term. This is without prejudice to the right
of either party to exceptional termination.

3.

Subject to the provisions in (5) in this article, if Board Member153s
appointment as SAP Executive Board Member is revoked, this Contract will end at
the end of the calendar month next after revocation. After revocation of the
appointment, SAP is entitled to release Board Member from duties in this
Contract.

4.

If, during the term of this Contract, Board Member becomes permanently unable
to work, this Contract will end at the end of the quarter in which the permanent
inability to work was determined. For the purposes of this Contract, permanent
inability to work means permanent inability to properly perform 50% or more of
Board Member153s duties in this Contract.

5.

If Board Member153s office as a member of the Executive Board is extinguished
in consequence of any alteration in corporate organization or structure, SAP or,
if SAP is wound up, SAP153s successor is entitled to terminate this Contract with
six months153 notice to the end of a month.

In the same circumstances, Board Member is entitled during the eight weeks
next after the relevant event to terminate this Contract with six months153 notice
to the end of a month. Article 13 applies.

The same provisions apply in the event of a change of control. Any of the
following events is a change of control:

Under the German Securities Acquisition and Takeover Act an investor (not
being an investor that, at the time this Contract is concluded, alone or
together with other closely associated investors and the investor153s trusts,
controls more than five percent of the SAP stock) becomes obliged to take SAP
over.

The General Meeting of Shareholders approves a proposed merger with another
company in which SAP is the subsumed entity, or in which the ex-SAP shareholders
control fewer than 50 percent of the company, or in which an investor becomes
SAP153s new principle shareholder and would in the event that it acquired shares
be obliged to take SAP over.

The General Meeting of Shareholders approves a proposed domination agreement,
profit transfer agreement, or both, in which SAP is the dependent company.

1.

For a year from the end of this Contract, Board Member undertakes not to work
as a self-employed person or employee or in any other way for a competitor of
SAP. The competitors of SAP AG are at the instant of signing this agreement:

Microsoft / Siebel / IBM / Oracle, and their affiliated companies
(affiliation as defined in section 15 of the German Stock Companies Act).

This list of competitors may be amended in the first quarter of each calendar
year by the compensation committee of SAP AG due to possible changing market
conditions. These amendments have to be announced to the board member by April,
15^th of the corresponding year.

For a year from the end of this Contract, Board Member must not set up,
acquire, or directly or indirectly hold any proprietary interest in any such
competitor.

The noncompete provisions also apply for the benefit of SAP153s affiliates.

2.

If in law any of these postcontractual noncompete provisions is not binding
because it is too onerous in point of time, subject matter, or geographical
extent, the most onerous provision that is binding in accordance with the German
Commercial Code, section 74a (1) sentence 2 applies in its stead.

3.

During the continuance of the postcontractual noncompete provisions Board
Member will be paid abstention compensation corresponding to 50% of Board
Member153s final average contractual compensation. This abstention compensation is
payable at the end of each month. The abstention compensation will be deducted
from any SAP payments pursuant to article 14.

4.

Board Member must allow other earnings to be deducted from the abstention
compensation as provided in the German Commercial Code, section 74c. Board
Member undertakes to provide information about the amount of his or her earnings
at SAP153s request.

5.

At any time during the continuance of this Contract, SAP can give written
notice to Board Member waiving the postcontractual noncompete provisions. In
that case, the duty to pay abstention compensation ends six months after the
notice of waiver was given.

6.

If this Contract is terminated for just cause by and the termination is
effective, SAP is entitled within one month after such exceptional termination
to give written notice to Board Member ending the postcontractual noncompete
provisions with immediate effect. In this case, the postcontractual noncompete
provisions in (1) in this article do not apply and SAP is released from its duty
in (3) in this article to pay abstention compensation.

7.

If this Contract ends because of inability to work, SAP is entitled within
one month after written notice of the inability to work to give written notice
ending the postcontractual noncompete provisions with immediate effect. In this
case, the postcontractual noncompete provisions in (1) in this article do not
apply and SAP is released from its duty in (3) in this article to pay abstention
compensation.

8.

Board Member undertakes to pay a contractual penalty not exceeding the fixed
annual salary in the meaning of article 3 (1) in this Contract if Board Member
breaches any provision in (1) in this article. SAP will decide the contractual
penalty amount at its reasonable discretion. If the breach continues, the
contractual penalty is redefined and payable each calendar month or part of a
calendar month while Board Member is in breach. This is without prejudice to
SAP153s claims for further damages.

1.

If Board Member leaves the service of SAP for one of the qualifying reasons
listed below in this (1), SAP will pay to Board Member the outstanding part of
the target salary appropriately discounted for early payment; the qualifying
reasons being:

The appointment of Board Member as Executive Board Member is not renewed
after revocation in accordance with article 10 (3) or this Contract ends in the
circumstances in article 10 (5)

or

For health reasons, Board Member is permanently unable to properly perform
his or her duties.

2.

There is no entitlement to severance pay if

Board Member has not served three (3) years or more on the SAP Executive
Board,

or

Board Member is answerable for his or her leaving the service of SAP, that
is, there are reasons that would have justified termination by SAP in accordance
with the German Civil Code, section 626. If the reasons do not become known
until after payment, Board Member must repay the severance pay to SAP with
interest at the European Central Bank base rate.

3.

If Board Member is entitled to abstention compensation because of post
contractual noncompete provisions the abstention compensation will be deducted
from the severance pay in article 13 (1). If Board Member is entitled to draw a
pension as envisaged in Article 14 in this Contract before the expiration of the
24 months next after Board Member actually leaves the service of SAP, only the
higher of the abstention compensation and the pension will be paid, the lesser
amount being deducted in full from the greater.

1.

These present terms replace the previous terms of service as Executive Board
Member between Board Member and SAP.

2.

Not later than six months after they fall due, all rights, irrespective of
legal cause, arising out of this Contract and owed to a party herein by the
other party must be claimed from that other party in writing. So far as the law
permits, rights that are not so claimed are time-barred from the end of those
six months.

3.

Amendments and additions to this Contract must be made in written form.

4.

If any provision or combination of provisions in this Contract be or become
wholly or partly ineffective or unenforceable, it will not affect the
effectiveness of the remaining provisions in this Contract. The ineffective or
unenforceable provision will be replaced by a provision that is effective and
enforceable and that most closely reflects the business intention expressed in
the ineffective or unenforceable provision. The same applies with respect to any
lacuna in this Contract.

Walldorf, Februay 11, 2005

Los Gatos, May 5, 2005

/s/ HASSO PLATTNER

/s/ SHAI AGASSI

for SAP the Supervisory Board

Shai Agassi

represented by its chairman

Prof. Dr. h.c. Hasso Plattner