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                                                                   EXHIBIT 10.13
                                 [Form of Agreement]

                                 SEVERANCE AGREEMENT


     THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the
___ day of ________, 199_ by and between Sterling Commerce, Inc., a Delaware
corporation ("Sterling Commerce"), and ____________________, an individual
("Executive").

                                 RECITALS:

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

     WHEREAS, Sterling Commerce desires to retain Executive as its
____________________; and

     WHEREAS, Executive is willing 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.  Executive agrees to render such managerial services as
          ----------                                                         
          are customarily required of the ____________________, and Sterling
          Commerce agrees to utilize such services on the terms and conditions
          contained herein.

     2.   Term.  This Agreement shall commence on the date first set forth above
          ----                                                                  
          and shall continue in effect for _____ (__) months after the "Notice
          Date" as defined in Section 3 hereof.

     3.   Termination of Employment.  The parties acknowledge that Executive is
          -------------------------                                            
          employed "at will" and may be terminated by Sterling Commerce at any
          time with or without cause.  The Executive shall be entitled to
          termination pay calculated in accordance with Section 4 hereof upon
          termination of Executive's employment by Sterling Commerce, with or
          without cause.

          The date on which a notice of termination is given to Executive by
          Sterling Commerce shall be deemed the "Notice Date" with the
          termination to be effective _____ (__) months following the Notice
          Date.  On the Notice Date, Executive shall be deemed to have been
          assigned "no duties," shall vacate his or her office 
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          and shall resign as an officer of Sterling Commerce and its
          subsidiaries. Since Executive will be assigned "no duties" with
          Sterling Commerce, Executive shall be free to pursue other employment
          or consulting opportunities during the _____ month period in which
          Executive receives termination pay.

     4.   Termination Pay.  For purposes of this Agreement, if Executive's
          ---------------                                                 
          employment is terminated (or deemed to be terminated) pursuant to
          Section 3, upon receipt from Executive (or Executive's estate or
          personal representative) of a fully executed release in form
          reasonably acceptable to counsel for Sterling Commerce, Sterling
          Commerce shall pay, or cause one of its subsidiaries to pay, to
          Executive as termination pay:

          (a)  an amount equal to _____ hundred percent of Executive's aggregate
               monthly salary for the twelve (12) months immediately preceding
               the Notice Date (or, if Executive shall not have been employed
               for such twelve month period, an amount equal to _______ hundred
               percent of Executive's annual salary rate in effect immediately
               prior to the Notice Date); and

          (b)  an amount equivalent to the product of _____ times:

               (i)  if Executive shall have completed at least twelve months
                    employment with Sterling Commerce prior to the Notice Date,
                    the amount of Executive's aggregate bonuses during the
                    twelve months immediately prior to the Notice Date (the
                    "Last Bonus"), after deducting from such product one hundred
                    percent (100%) of the accrued but unpaid bonus amount
                    Executive is entitled to receive on the Notice Date,
                    pursuant to any bonus or incentive compensation plan of
                    Sterling Commerce, for periods of service after the period
                    for which Executive received or was entitled to receive the
                    Last Bonus or

               (ii) if Executive shall not have completed at least twelve months
                    employment with Sterling Commerce prior to the Notice Date,
                    an amount equal to the greater of

                    (x)  the amount of the Last Bonus, if any or

                    (y)  100% of the aggregate of the budgeted annual bonus,
                         incentive or other budgeted payments of cash
                         compensation, in addition to the Executive's annual
                         base salary, at plan for such Executive in effect
                         immediately prior to the Notice Date,

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                         after deducting from such product under this clause
                         (ii) one hundred percent (100%) of the accrued but
                         unpaid bonus amount Executive is entitled to receive on
                         the Notice Date, pursuant to any bonus or incentive
                         plan of Sterling Commerce, for periods of service after
                         the period for which Executive received or was entitled
                         to receive the Last Bonus, if any.

          In the event of Executive's death or disability following the Notice
          Date, Executive, Executive's estate or Executive's personal
          representative, as the case may be, shall continue to receive the
          termination payments provided for in this Section 4.

     5.   Disbursement of Termination Pay. The aggregate amount of all
          -------------------------------
          termination payments that are payable to Executive as provided in
          Section 4 hereof shall be determined in good faith by Sterling
          Commerce within 15 days following the Notice Date, and such
          termination payments shall be distributed by Sterling Commerce to
          Executive in _____ (__) equal bi-monthly installments beginning thirty
          (30) days following the Notice Date and continuing bi-monthly
          thereafter.

     6.   Continuation of Medical and Health Benefits. For a period of _____
          -------------------------------------------
          (__) months following the Notice Date, Sterling Commerce shall arrange
          to provide Executive, at no additional charge to Executive, with life,
          medical, dental, health, accident and disability insurance benefits
          substantially similar to those that Executive is receiving or is
          entitled to receive immediately prior to the Notice Date, which
          benefits shall in no event be less than those benefits in effect
          immediately prior to the Notice Date.

     7.   Continued Participation in Employee Plans.  For a period of _____ (__)
          -----------------------------------------                             
          months following the Notice Date, Executive shall continue to
          participate in Sterling Commerce's Employee Stock Ownership Plan
          and/or 401(k) Plan and any other such plans as may be adopted in the
          future for the benefit and retention of Sterling Commerce's executive
          officers. In no event will Sterling Commerce be required to make any
          new grants of options to such Executive under Sterling Commerce's
          Stock Option Plans after the Notice Date.

     8.   Change-in-Control. Sterling Commerce and the Executive are parties to
          -----------------
          a Change-in-Control Severance Agreement, dated as of _________ __,
          199_ (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 the Notice Date occurs under
          circumstances in which the Executive would otherwise be entitled to
          receive payments and benefits under both this Agreement and the 
          Change-in-Control Agreement, the Executive shall have the right to
          elect to receive payments and benefits under either this Agreement or
          the Change-in-Control Agreement, but not both. Within five

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          business days following the Notice Date under circumstances in which
          this Section 8 would apply, Sterling Commerce shall provide the
          Executive, in writing, a reasonably detailed determination of the
          payments and other benefits under each of this Agreement and the
          Change-in-Control Agreement. The Executive shall make the election
          provided for in this Section 8 within thirty calendar days after
          Executive'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, the Executive shall be irrevocably
          deemed to have elected to receive payments and benefits under the
          Change-in-Control Agreement. Prior to the date on which Executive
          makes or is deemed to have made the election referred to above, he
          shall receive all benefits under Sections 4, 5, 6 and 7 of this
          Agreement as if the Executive had made the election to receive
          benefits and payments under this Agreement.

     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 Commerce, to: 8080 N. Central Expressway, Suite
                                              1100
                                              Dallas, Texas 75206
                                              Attention: President

                 If to Executive, to:


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

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

          (iv)   No provision of this Agreement may be modified, waived or
                 discharged unless such waiver, modification or discharge is
                 agreed to in writing signed by the Executive and Sterling
                 Commerce. No waiver by either party hereto at any time of any
                 breach by the other party hereto or compliance with any
                 condition or provision of this Agreement to be 

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                 performed by such other party will be deemed a waiver of
                 similar or dissimilar provisions or conditions at the same or
                 at any prior or subsequent time. No agreements or
                 representations, oral or otherwise, expressed or implied with
                 respect to the subject matter hereof have been made by either
                 party which are not set forth expressly in this Agreement.
                 References to Sections are to references to Sections of this
                 Agreement.

      10. Termination of Prior Agreements.  The [Title of Agreement] between
          -------------------------------                                   
          Executive and Sterling Commerce, dated _______________, as amended to
          the date hereof (the "Prior Agreement"), shall terminate automatically
          and shall thereafter be of no further force or effect; provided,
          however, that if this Agreement is held wholly invalid, unenforceable
          or otherwise illegal, the preceding clause shall have no effect and
          the Prior Agreement shall be deemed to have continued at all times in
          force and effect. Subject to the foregoing proviso, this Agreement
          supersedes all prior agreements, arrangements and understandings with
          respect to the subject matter hereof.

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


                                        EXECUTIVE


                                        ________________________________________
                                        Name:___________________________________


                                        STERLING COMMERCE, INC.



                                        By: ____________________________________
                                            Sterling L. Williams
                                            Chairman of the Board and Chief 
                                            Executive Officer

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