EXHIBIT (d)(2) AMENDMENT dated as of March 16, 2005 to AGREEMENT AND PLAN OF MERGER dated as of February 28, 2005 AMONG: (1) SAP AMERICA, INC., a Delaware corporation (PARENT) (2) SAPPHIRE EXPANSION CORPORATION, a Delaware corporation and a...

                                                                  EXHIBIT (d)(2)



AMENDMENT dated as of March 16, 2005 to AGREEMENT AND PLAN OF MERGER dated as of
February 28, 2005

AMONG:

(1)  SAP AMERICA, INC., a Delaware corporation (PARENT)

(2)  SAPPHIRE EXPANSION CORPORATION, a Delaware corporation and a wholly-owned
     subsidiary of Parent (SUB), and

(3)  RETEK INC., a Delaware corporation (the COMPANY).

WHEREAS:

(A)  Parent, Sub and the Company have entered into an Agreement and Plan of
     Merger dated as of February 28, 2005 (the ORIGINAL AGREEMENT); and

(B)  the parties wish to amend certain terms of the Original Agreement as
     hereinafter provided;

NOW, THEREFORE, the parties hereto agree as follows:


1.   REFERENCES AND DEFINED TERMS

     All references in the Original Agreement to "the Merger Agreement," "this
     Agreement," "herein," "hereof," "hereby," or "hereunder" shall be deemed to
     be references to the Original Agreement, as amended by this Amendment.
     Notwithstanding anything to the contrary in this Paragraph 1, all
     references in the Original Agreement to "the date of this Agreement" or
     "the date hereof" shall be deemed to be references to February 28, 2005;
     provided that the reference in Section 4.21 of the Original Agreement shall
     be deemed to refer to the date of this Amendment. All terms used herein
     that are defined in the Original Agreement have meanings set forth therein.

2.   THE OFFER PRICE

     The dollar amount set forth in Paragraph (B) of the Preamble of the
     Original Agreement as the defined "Offer Price" is hereby amended to be
     $11.00.

3.   THE TERMINATION FEE

     The dollar amount set forth in Section 7.6(b) of the Original Agreement as
     the defined "Termination Fee" is hereby amended to be $25,000,000.

4.   SECTION 4.12 OF THE COMPANY DISCLOSURE SCHEDULE

     Annex 1 to this Amendment replaces Section 4.12 of the Company Disclosure
     Schedule in its entirety.

5.   ANNEX 1

     The beginning of the third sentence in Annex 1 to the Original Agreement
     is hereby amended by deleting the phrase "acceptance of such shares for
     payment or the payment therefor," and replacing it with "expiration of the
     Offer".

6.   EFFECT

     Except as hereby amended pursuant to Section 9.3 thereof, the Original
     Agreement continues to be, and shall remain, in full force and effect in
     accordance with its terms with no other modification or waiver. The General
     Provisions set forth in Article 10 of the Original Agreement are
     incorporated by reference as if set forth fully herein.


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                                  SIGNATORIES


IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this
Agreement, all as of the date first written above.


                                   SAP AMERICA, INC.,

                                   By: /s/ Xxxx X. Xxxxxxxx
                                      ____________________________________

                                      Xxxx X. Xxxxxxxx
                                      Authorized Signatory



                                   SAPPHIRE EXPANSION CORPORATION,

                                   By: /s/ Xxxxx Xxxxxx
                                      ____________________________________

                                      Xxxxx Xxxxxx
                                      President



                                   RETEK INC.,

                                   By: /s/ Xxxxxx X. Xxxxxxx
                                      ____________________________________

                                      Xxxxxx X. Xxxxxxx
                                      President and Chief Executive Officer



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