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                                                                  EXHIBIT 10.13


                                 CEO AGREEMENT


     THIS CEO AGREEMENT ("Agreement") is made and entered into as of the 15th
day of November, 1999, by and between Sterling Software, Inc., a Delaware
corporation ("Sterling Software"), and Sterling L. Williams, an individual
("Williams").

                                   RECITALS:

     WHEREAS, Sterling Software acquires, develops, markets and supports a broad
range of products and services; and

     WHEREAS, Sterling Software desires to continue to retain Williams as its
President and Chief Executive Officer; and

     WHEREAS, Williams is willing to continue to accept such responsibilities;

     NOW, THEREFORE, in consideration of the premises and covenants contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

                                  AGREEMENTS:

     1.   Employment.  Williams agrees to render such managerial services as are
          ----------
          customarily required of the President and Chief Executive Officer, and
          Sterling Software agrees to utilize such services on the terms and
          conditions contained herein.  Sterling Software acknowledges that
          Williams serves as Chairman of the Board of Directors and as a
          consultant to Sterling Commerce, Inc. ("Sterling Commerce").  Sterling
          Software agrees that such service to Sterling Commerce is not
          inconsistent with this Agreement, the level of Executive's
          compensation at Sterling Software having been determined by Sterling
          Software with knowledge of Williams' service to Sterling Commerce and
          the demands on Williams' time and attention required by such service.

     2.   Compensation and Benefits.  As consideration for Williams' agreement
          -------------------------
          to enter into this Agreement and the services to be performed
          hereunder, Williams shall be paid an annual salary, which shall be
          $875,000 during Sterling Software's fiscal year ending September 30,
          2000 ("Fiscal 2000"), which amount shall be subject such future
          increases as shall be mutually agreeable.  Williams shall also be
          entitled to earn additional compensation in the nature of bonuses,
          deferred compensation and other incentive compensation as mutually
          agreed.  For Fiscal 2000, Williams shall be entitled to an incentive
          cash bonus of $425,000.  During the term of this Agreement, Williams
          shall be entitled to participate in all

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          Employee Benefits (as hereinafter defined). In addition, Williams
          shall be entitled to such additional personal benefits and perquisites
          as may be mutually agreed. As used herein, "Employee Benefits" means
          the perquisites, benefits and service credit for perquisites or
          benefits as provided under any and all employee perquisite or benefit
          policies, plans, programs or arrangements in which Williams is
          entitled to participate as of the date of this Agreement, including
          without limitation any stock option, stock purchase, stock
          appreciation, savings, pension, 401(k), employee stock ownership
          (ESOP), employee stock purchase (ESPP), supplemental executive
          retirement, or other retirement income or welfare benefit, deferred
          compensation, incentive compensation, group or other life, health,
          medical/hospital or other insurance (whether funded by actual
          insurance or self-insured by Sterling Software), disability, salary
          continuation, expense reimbursement, executive automobile, corporate
          aircraft usage, tax and financial planning, club memberships,
          incentive travel, tax reimbursement and other employee benefit
          policies, plans, programs or arrangements that may now exist or any
          successor policies, plans, programs or arrangements that may be
          adopted hereafter by Sterling Software.

     3.   Term.  The base term of this Agreement shall commence on the date
          ----
          first set forth above and shall continue in effect until such time as
          this Agreement is automatically converted into a consulting agreement
          pursuant to subparagraph 5(i) hereof; thereafter, the consulting
          agreement shall continue for a period of seven years.

     4.   Termination of Employment.  The parties acknowledge that Williams is
          -------------------------
          employed "at will" and may be terminated by Sterling Software at any
          time with or without cause.

     5.   Consulting Agreement.
          --------------------

          (i)   This Agreement shall be automatically converted into a
                consulting agreement in the event that (a) Sterling Software
                terminates Williams' employment with or without cause, or (b)
                Williams terminates his employment as a result of a reduction in
                Williams' salary, other compensation or his benefits or
                perquisites, in each case below the level in effect for the
                immediately preceding twelve month period; or as a result of
                Williams' determination, in his sole judgment, that there has
                been a significant reduction in the nature or scope of Williams'
                authorities or duties.

          (ii)  The consulting agreement may be terminated by Williams in
                writing at any time, but any compensation which has been paid as
                of the date of termination shall be deemed to have been earned
                and there shall be no repayment of any sums previously paid. In
                addition, Williams shall have the right to terminate the
                consulting agreement in accordance with

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                 paragraph 6 hereof. Sterling Software may terminate the
                 consulting agreement upon Williams' death.

          (iii)  During the term of the consulting agreement, Williams shall
                 serve in an advisory capacity to the Executive Committee of the
                 Board of Directors of Sterling Software, reporting directly to
                 the Executive Committee for the purpose of making operational,
                 strategic and financial recommendations affecting the general
                 welfare of Sterling Software. Williams shall make himself
                 available for a reasonable amount of such consulting and
                 advisory services during normal business hours and upon
                 reasonable notice, at such times and places as shall be
                 mutually agreed upon. In no event shall Williams expend in
                 excess of thirty (30) days per year performing such services
                 for Sterling Software.

          (iv)   Any and all confidential information of Sterling Software to
                 which Williams may become privy in the performance of his
                 consulting services shall be treated as confidential by him and
                 shall not be communicated to or discussed with any party who is
                 not an officer or director of Sterling Software, unless
                 Williams is specifically authorized to do so by the Executive
                 Committee of the Board of Directors of Sterling Software.
                 During the term of the consulting agreement, Williams shall not
                 use any information delivered to him by Sterling Software for
                 his personal gain.

          (v)    During the term of the consulting agreement, Williams shall not
                 act as a financial consultant or advisor to any other person,
                 partnership, corporation or other business association in the
                 computer industry (software, hardware or services) without the
                 prior written consent of Sterling Software, such consent not to
                 be unreasonably withheld; provided, however, that Williams'
                 continued service to Sterling Commerce shall not be prohibited
                 by this subparagraph (v).

          (vi)   As consideration for his advisory and consulting services,
                 Williams shall be entitled to receive all of the compensation
                 and to participate in all Employee Benefits (or the cash
                 equivalent thereof) described in paragraph 2 hereof; provided,
                                                                      --------
                 however, that in no event will Sterling Software be required to
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                 make any new grants of options to Williams under any Sterling
                 Software stock option plan after conversion of this Agreement
                 into a consulting agreement. In the event this Agreement is
                 automatically converted into a consulting agreement pursuant to
                 subparagraph (i) hereof, the level of Williams' compensation
                 shall be the greater of the compensation and benefits of the
                 type described in paragraph 2 hereof in effect on the date of
                 his termination or the compensation and benefits of the type
                 described in paragraph 2 hereof in effect twelve (12) months
                 prior to the date of termination. This compensation shall be
                 paid during the term of the consulting agreement without regard
                 to whether Sterling

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                 Software utilizes the services of Williams for the maximum
                 thirty (30) days per year specified in subparagraph (iii)
                 hereof, or does not avail itself of his services at any time
                 during the term hereof. In addition, Williams shall be
                 reimbursed for all other authorized expenses, such as food and
                 first class travel and lodging, which are incurred at the
                 direction of Sterling Software consistent with the terms
                 hereof. During the term of the consulting agreement, Sterling
                 Software shall make available to Williams all office facilities
                 of Sterling Software, including secretarial, telephone and
                 office space, or reimburse Williams for the cost of obtaining
                 comparable facilities from third parties.

     6.   Change-in-Control.  Sterling Software and Williams are parties to a
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          Change-in-Control Severance Agreement, dated the date hereof (as such
          agreement may be amended from time to time, the "Change-in-Control
          Agreement").  Notwithstanding anything contained in this Agreement to
          the contrary, in the event William's employment with Sterling Software
          is terminated under circumstances in which this Agreement would
          automatically be converted into a consulting agreement and Williams
          would otherwise be entitled to receive payments and benefits under
          both this Agreement and the Change-in-Control Agreement, Williams
          shall have the right to elect to have this Agreement converted into a
          consulting agreement pursuant to the terms hereof or to receive
          payments and benefits under the Change-in-Control Agreement, but not
          both.  Within five business days following the termination of
          William's employment with Sterling Software under circumstances in
          which this paragraph 6 would apply, Sterling Software shall provide
          Williams, in writing, a reasonably detailed determination of the
          payments and other benefits under each of such consulting agreement
          and the Change-in-Control Agreement.  Williams shall make the election
          provided for in this paragraph 6 within thirty calendar days after
          William's receipt of the written determination referred to in the
          preceding sentence; provided, however, that if such election is not so
          made within such 30-day period, Williams shall be irrevocably deemed
          to have elected to receive payments and benefits under the Change-in-
          Control Agreement.  Prior to the date on which Williams makes or is
          deemed to have made the election referred to above, he shall receive
          all of the compensation and to participate in all of the Employee
          Benefits provided for in paragraph 5(vi) of this Agreement as if it
          had been converted to a consulting agreement.

          In the event of a Change-in-Control following the conversion of this
          Agreement into a consulting agreement, Williams shall have the option
          of terminating the consulting agreement in writing at any time
          following such Change-in-Control.  Upon such termination of the
          consulting agreement, Williams shall be entitled to receive in one
          lump sum the aggregate of all unpaid compensation, and the cash
          equivalent of all foregone Employee Benefits, in each case as provided
          for in subparagraph 5(vi), through the unexpired portion of the seven
          (7) year consulting agreement.  Such lump sum shall be payable within
          ninety (90) days following

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          Williams' notice of termination of the consulting agreement. Upon such
          termination by Williams, Williams shall have no further obligations
          pursuant to subparagraphs 5(iii) or (v).

     7.   Termination of Prior Agreements.  Upon the execution and delivery of
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          this Agreement, the CEO Agreement between Williams and Sterling
          Software, dated February 12, 1996, as amended to the date hereof,
          shall terminate automatically and shall thereafter be of no further
          force or effect.  Except with respect to the Change-in-Control
          Agreement, this Agreement supersedes all prior agreements,
          arrangements and understandings with respect to the subject matter
          hereof.

     9.   Miscellaneous.
          -------------

          (i)    Notices, demands, payments, reports and correspondence shall be
                 addressed to the parties hereto at the address for such party
                 set forth below or such other places as may from time to time
                 be designated in writing to the other party. Notices hereunder
                 shall be deemed to be given on the date such notices are
                 actually received.

                 If to Sterling Software, to:    300 Crescent Court
                                                 Suite 1200
                                                 Dallas, Texas  75201
                                                 Attention: President

                 If to Williams, to:             Mr. Sterling L. Williams
                                                 c/o Sterling Software, Inc.
                                                 300 Crescent Court
                                                 Suite 1200
                                                 Dallas, Texas  75201

          (ii)   This Agreement shall be binding upon Sterling Software and
                 Williams and their respective successors, assigns, heirs and
                 personal representatives.

          (iii)  The substantive laws of the State of Delaware shall govern the
                 validity, construction, enforcement and interpretation of the
                 provisions of this Agreement.



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     Executed by the parties hereto as of the date first set forth above.




                              --------------------------------------------
                              Sterling L. Williams



                              STERLING SOFTWARE, INC.



                              By:  ---------------------------------------
                                   Don J. McDermett, Jr.
                                   Senior Vice President & General Counsel

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