Exhibit 99.5

February 5, 2009

Jeff Ross
SVP & Chief Financial Officer
(Delivered by hand)

Dear Jeff:

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

1. Cash Compensation (effective January 1, 2009)

1.	Annual base salary: $338,000
2.	Incentive bonus target: $226,460
3.	Total target cash compensation (TTC): $564,460

The terms of the incentive bonus are set out in the Executive Leadership Team Incentive Plan.

2. Long-Term Incentives

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

• 13,400 options

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

• 3,300 shares

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

• 10,000 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