Exhibit 99.3

January 31, 2006

Raj Nathan
SVP, Information Technology & Solutions Group
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)

Dear Raj:

This is to inform you of your 2006 Executive Compensation as approved by the Sybase, Inc. Compensation Committee.

1. Cash Compensation (effective January 1, 2006)

• Annual base salary: $368,160 (paid semi-monthly at $15,340.00)

• Incentive Bonus Plan target: $250,349 (40.48% of your TTE)

• Total target earnings (TTE): $618,509

Your Incentive Bonus Plan payout will be based on the following ITSG metrics:

a) 25% on Achievement of Sybase revenue of $879 M

• 70% at 93% of target performance

• 100% at 100%

• 3 for 1 after 100% (e.g. 130% at 110%)

• Not to exceed 400% of target bonus

b) 25% on Achievement of Sybase PBT of $194.3 M

• 80% at 80% of target performance

• 100% at 100%

• 3 for 1 after 100% (e.g. 130% at 110%)

• Not to exceed 300% of target bonus

c) 30% on Achievement of ASE, IQ and MA License Revenue of $ 151 M

• 70% at 90% of target performance

• Linear payout from 70.1% to 100% at 90.1% to 100% performance

• Linear payout after 100% and not to exceed 200%

d) 20% on Achievement of IPG Revenue of $ 786.2M

• 70% at 90% of target performance

• Linear payout from 70.1% to 100% at 90.1% to 100% performance

• Linear payout after 100% and not to exceed 200%

Raj Nathan
January 31, 2006
Page 2

2. Long-Term Incentives

a) Sybase Performance-based Restricted Stock: (Attachment A)

• 14,867 shares (3-year performance vesting)

b) Sybase Restricted Stock:

• 5,947 shares (3-year cliff vest)

c) Time Vested Stock Appreciation Rights (SARs) to be settled in Sybase Stock per attached information: (Attachment B)

• 33,051 stock appreciation rights (4-year service vest)

I also want to take this opportunity to thank you for your contributions in 2005. I look forward to your support and contributions in 2006.

Sincerely,

/s/ John S. Chen

John S. Chen
Chairman, CEO and President

cc: HR File