0001193805-09-002390 Sample Contracts

SAP AG AND DEUTSCHE BANK TRUST COMPANY AMERICAS As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of November __, 2009
Deposit Agreement • November 25th, 2009 • Deutsche Bank Trust Co Americas/ ADR Group • Services-prepackaged software

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of November , 2009 among SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York corporation (the “Depositary”), and all Owners and Holders from time to time of American Depositary Receipts issued hereunder (the “Deposit Agreement”). Capitalized terms used herein are defined in Article 1 or elsewhere in this Deposit Agreement or the form of American Depositary Receipt set forth in Exhibit A.

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