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                                                                   EXHIBIT 10.11

                          EXECUTIVE COMPENSATION PLAN
                            Sterling Software, Inc.
                               Group Presidents
                                     FY99


PURPOSE
-------

The purpose of the Executive Compensation Plan ("Plan") is to provide rewards
for Group Presidents based on their ability to achieve and exceed specific Group
objectives.

ELIGIBILITY
-----------

All Group Presidents ("Participants") are eligible to participate in the Plan.
Eligibility of certain persons to participate in the Plan may be changed at any
time at the sole discretion of the Chief Operating Officer of Sterling Software,
Inc. (the "COO").

EFFECTIVE PERIOD
----------------

The Plan is in effect beginning October 1, 1998 through September 30, 1999,
subject to change at any time at the sole discretion of the COO.  The Plan does
not constitute an employment agreement and the COO reserves the right to
terminate the employment of the Participants without cause at any time.

GROUP OBJECTIVES
----------------

Certain Plan compensation will be based on the achievement of specific Group
Operating Profit Objectives.  Each Participant in the Plan agrees to provide a
detailed action plan to achieve his assigned Group Objectives against which his
performance will subsequently be measured.  Group Objectives, their achievement
and the methods of measuring achievement will be determined by the COO for the
purposes of this Plan.  Objectives are subject to change at any time at the sole
discretion of the COO in the exercise of his reasonable business judgment.

COMPENSATION TERMS
------------------

The amounts and types of compensation to be received under the Plan will be
determined by each Participant's Executive Compensation Agreement ("Agreement").

PAYMENTS
--------

Salaries provided for under the Agreement are payable bi-weekly from the
effective date of the Agreement.  Contingent compensation provided for under the
Agreement is payable (i) no later than sixty days after the applicable quarter
end with respect to compensation based upon quarterly objectives and (ii) no
later than ninety-five days after the fiscal year end with respect to
compensation based upon annual objectives.  No payment of contingent
compensation will be
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EXECUTIVE COMPENSATION PLAN
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made unless a Participant is a full-time employee of Sterling Software, Inc.
acting in the capacity of a Group President at quarter end, with respect to any
quarterly objective, or at September 30, 1999, with respect to an annual
objective; provided however that in the event of termination of a Participant's
employment as a result of the death or disability of a Participant while acting
in the capacity of a Group President, Sterling Software, Inc. shall pay to such
Participant a prorated portion of the contingent compensation provided for
herein provided that at least 90% of the Group Operating Profit had been
attained on a prorata basis as of the Participant's termination of employment.
The existence of a disability shall be determined by the COO in his sole
discretion.




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