Exhibit 99.4

January 31, 2006

Pieter Van der Vorst
SVP & Chief Financial Officer
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)

Dear Pieter:

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: $363,660 (paid semi-monthly at $15,152.50)

• Incentive Bonus Plan target: $265,472 (42.20% of your TTE)

• Total target earnings (TTE): $629,132

Your incentive bonus target will be based on Sybase, Inc. overall company performance as follows:

• 50% on Sybase revenue of $879 M

• 50% on Sybase profit before taxes (PBT) of $194.3 M

Payment of annual incentive bonus will be based on following:

a) Sybase revenue:

• 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) Sybase PBT

• 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

Pieter Van der Vorst
January 31, 2006
Page 2

2. Long-Term Incentives

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

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

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 right (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