Exhibit 99.3

February 5, 2009

Steve Capelli
President, WWFO
(Delivered by hand)

Dear Steve:

This is to inform you of your 2009 compensation as approved by the Sybase, Inc. Compensation Committee:

1. Cash Compensation (effective January 1, 2009)

4.	Annual base salary: $440,748
5.	Incentive bonus target: $396,673
6.	Total target cash compensation (TTC): $837,421

You will receive shortly your 2009 Variable Compensation Plan Document with the details of your quota and plan components.

2. Long-Term Incentives

(a) Sybase Stock Option Grant (4-year service vest)

• 50,100 options

(b) Restricted Stock Grant (3-year cliff vest)

• 12,500 shares

(c) Restricted Stock Grant (1-year performance period; 3-year cliff vest)

• 37,500 shares

The vesting terms are set out in the relevant equity award grant agreement.

I also want to take this opportunity to thank you for your contributions in 2008. I look forward to your support and contributions in 2009.

Sincerely

/s/ John S. Chen

John S. Chen
Chairman, CEO, and President

cc HR file