Sybase 8-K Departure of Directors or Certain Officers

Exhibit 99.2

February 5, 2009

Marty Beard
President, Sybase 365
(Delivered by hand)

Dear Marty:

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: $388,560
2.	Incentive bonus target: $271,992
3.	Total target cash compensation (TTC): $660,552

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)

• 33,400 options

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

• 8,300 shares

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

• 25,000 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