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                                                                    EXHIBIT 10.9

                    CHAIRMAN/CONSULTING/SEVERANCE AGREEMENT



     THIS CHAIRMAN/CONSULTING/SEVERANCE AGREEMENT ("Agreement") is made and
entered into as of the 31st day of May, 1998 by and between Sterling Commerce,
Inc., a Delaware corporation ("Sterling Commerce"), and Sterling L. Williams, an
individual ("Williams").

     WHEREAS, Williams has until the date hereof been an executive officer and
employee of Sterling Commerce;

     WHEREAS, Williams and Sterling Commerce are parties to that certain
Chairman Agreement (the "Existing Agreement") which the parties wish to
terminate on the date hereof and replace with this Agreement;

     WHEREAS, Sterling Commerce considers Williams' knowledge of Sterling
Commerce, its business and the electronic commerce and software industries to be
of great strategic value to Sterling Commerce; and

     WHEREAS, Sterling Commerce therefore desires to maintain Williams' role as
Chairman of the Board of Directors ("Chairman"), to retain Williams as a
strategic consultant and to substitute the terms of this Agreement for certain
employment, consulting and severance rights Williams has under the Existing
Agreement, and Williams is willing to agree to such arrangements;

     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.   WILLIAMS' OBLIGATIONS.  During the term of this Agreement, Williams
shall consult in an advisory capacity to the Executive Committee of the Board of
Directors of Sterling Commerce (the "Board") and the Chief Executive Officer of
Sterling Commerce and, for so long as the Board elects Williams as Chairman, he
shall serve as Chairman.  As consultant and Chairman, Williams shall provide to
the Chief Executive Officer, the Executive Committee of the Board and the Board
operational, strategic and financial advice and recommendations affecting the
general welfare and business of Sterling Commerce, including but not limited to
advice and counseling as to general business matters and strategies, analysis of
strategic acquisition opportunities, analysis of particular acquisition
candidates, advice and counseling with respect to executive compensation matters
and other personnel matters, and advice and counseling with respect to customer
relationships and opportunities, and shall attend major management business
strategy meetings and customer conferences, as well as preside at meetings of
the Board. Williams shall make himself available for reasonable amounts of time
to perform such services during normal business hours and upon reasonable
notice, at such times and places as shall be
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mutually agreed upon. In no event shall Williams be required to expend in excess
of thirty (30) days per year performing such services for Sterling Commerce. In
the event Williams becomes disabled during the term of this Agreement and as a
result of such disability is unable to perform the services provided for in this
Section 1, the compensation provided for in Section 2 shall nonetheless continue
and all other terms and conditions of this Agreement shall remain in full
effect.

     2.   COMPENSATION.  As consideration for Williams' agreement to enter into
this Agreement and the services to be performed hereunder, Williams shall be
paid annual fees of $800,000, in equal bi-monthly installments, in arrears,
commencing June 1, 1998, which amount may be increased from time to time as
mutually agreed.  Mr. Williams shall also be reimbursed for all other authorized
expenses, such as food and first class travel and lodging, incurred at the
direction of Sterling Commerce in providing services under this Agreement.  All
compensation and expense reimbursements described in the preceding two sentences
shall be paid by Sterling Commerce (Northern America), Inc.  In addition, Mr.
Williams shall be entitled to participate in Sterling Commerce's cash incentive
bonus program, Stock Option Plan and deferred compensation plan; provided,
however, that nothing in this Section 2 shall be construed to require Sterling
Commerce to make any new grants of options to Williams under Sterling Commerce's
1996 Stock Option Plan.  During the term of this Agreement, Sterling Commerce
shall make available to Williams office facilities of Sterling Commerce,
including secretarial, telephone and office space, or, at Williams' option,
reimburse Williams for the cost of obtaining comparable facilities from third
parties.  Williams agrees that the compensation under this Agreement includes
full compensation for serving as Director of Sterling Commerce and that during
the term of this Agreement he will not be paid, and waives any claim to, other
fees and other compensation paid to non-employee directors of Sterling Commerce.

     3.   CONFIDENTIAL INFORMATION.  Any and all confidential information of
Sterling Commerce to which Williams may become privy in the performance of his
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
Commerce, unless Williams is specifically authorized to do so by the Executive
Committee of the Board.  Williams shall not use any information delivered to him
by Sterling Commerce for his personal gain, nor shall Williams 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) during the term of this Agreement without the prior written consent of
Sterling Commerce, such consent not to be unreasonably withheld.  Sterling
Commerce acknowledges that it is aware Williams is an executive officer and
director of Sterling Software, Inc. and INPUT, a California corporation, and
hereby consents to employment by Sterling Software, Inc. and INPUT of Williams
as an officer, director, consultant or in any other capacity.  Williams'
obligations under the second sentence of this Section 3 shall terminate 24
months after the giving of the earlier of (i) any notice of termination under
Section 4 hereof and (ii) the Acceleration Notice (as defined in Section 5
hereof).

     4.   TERM AND TERMINATION.  This Agreement will commence on the date first
set above and shall remain in effect until terminated as hereinafter provided.
Notice of termination of this Agreement may be given at any time by Williams and
at any time after Williams ceases to be Chairman by Sterling Commerce.  Upon
delivery of such notice of termination in writing, the term

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of this Agreement shall automatically become a term of seven years, commencing
on the date such notice of termination is given; provided however, that
Williams' duty as Chairman shall cease and terminate upon his ceasing to be
Chairman. In addition, Williams shall have the right to terminate this Agreement
and accelerate all payment obligations of Sterling Commerce hereunder in
accordance with, and with the effects provided for in, Section 5 hereof. This
Agreement shall also terminate upon Williams' death. Any compensation paid or
payable by Sterling Commerce on or prior to the termination of this Agreement
shall be deemed to have been earned, amounts payable shall be paid to Williams
or his estate and there shall be no repayment of sums paid prior to termination
of this Agreement.

     5.   CHANGE-IN-CONTROL.

          (a) At any time after a Change-in-Control (as defined in Section 6
hereof) of Sterling Commerce, Williams shall be entitled to terminate this
Agreement by giving a notice of termination and acceleration (the "Acceleration
Notice") in writing (whether or not a prior notice of termination has been given
under Section 4 hereof), whereupon this Agreement, if it has not previously done
so, shall automatically convert into the seven-year term agreement provided for
in Section 4 hereof.  Upon giving the Acceleration Notice, (i) Williams shall
have no further obligations to Sterling Commerce under Section 1 hereof and (ii)
Williams shall be entitled to receive in one lump sum the aggregate of all
unpaid amounts pursuant to Section 2 of this Agreement through the unexpired
portion of such seven-year term, calculated as provided in clause (b) of this
Section 5 (the "Lump Sum Payment").  The Lump Sum Payment shall be payable
within ninety (90) days following the Acceleration Notice under this Section 5.
Upon receipt by Williams of the Lump Sum Payment, this Agreement shall
immediately terminate.

          (b) The Lump Sum Payment shall be in an amount equal to seven (7)
times the sum of (i) the annual fee provided for in Section 2 of this Agreement
(at the highest rate in effect at any time prior to Williams' Acceleration
Notice under Section 5 hereof) and (ii) the amount of the highest annual cash
incentive bonus awarded to Williams with respect to any Sterling Commerce Fiscal
Year after Fiscal Year 1996; provided, however, that, if this Agreement shall
have been converted into a seven-year term agreement under Section 4 hereof
prior to the Acceleration Notice by Williams following a Change-in-Control, the
Lump Sum Payment shall be reduced by the aggregate amount of fees, if any,
previously paid to Williams under this Agreement with respect to the period
after such conversion.

          (c) In the event of a Change-in-Control (as defined in Section 6
hereof), all outstanding unvested Sterling Commerce stock options held by
Williams shall immediately and automatically, without further action by any
person, become and remain immediately vested and exercisable.

     6.   DEFINITION OF CHANGE IN CONTROL:  "Change in Control" means the
occurrence during the term of the Agreement of any of the following events:

          (i)   Sterling Commerce is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than two thirds of the combined voting
power of the then-outstanding

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securities entitled to vote generally in the election of directors ("Voting
Stock") of such corporation or person immediately after such transactions are
held in the aggregate by the holders of Voting Stock of Sterling Commerce
immediately prior to such transaction;

          (ii)  Sterling Commerce sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal person,
and as a result of such sale or transfer less than two-thirds of the combined
voting power of the then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the aggregate by the holders
of Voting Stock of Sterling Commerce immediately prior to such sale or transfer;

          (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing
that any person (as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 20% or
more of the combined voting power of the then-outstanding Voting Stock of
Sterling Commerce.

          (iv)  Sterling Commerce files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form or report
or item therein) that a change in control of Sterling Commerce has occurred or
will occur in the future pursuant to any then-existing contract or transaction;
or

          (v)   If, during any period of two consecutive years, individuals who
at the beginning of any such period constitute the Directors of Sterling
Commerce cease for any reason to constitute at least a majority thereof;
provided, however, that for purposes of this clause (v) each Director who is
first elected, or first nominated for election by Sterling Commerce's
stockholders, by a vote of at least two-thirds of the Directors of Sterling
Commerce (or a committee thereof) then still in office who were Directors of
Sterling Commerce at the beginning of any such period will be deemed to have
been a Director of Sterling Commerce at the beginning of such period.

     Notwithstanding the foregoing provisions of Sections 6(iii) or 6(iv),
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" shall not be deemed to have occurred for purposes of Section
6(iii) or 6(iv) solely because (A) Sterling Commerce, (B) an entity in which
Sterling Commerce directly or indirectly beneficially owns 50% or more of the
outstanding Voting Stock (a "Subsidiary"), or (C) any employee stock ownership
plan sponsored by Sterling Commerce or any other employee benefit plan of
Sterling Commerce or any Subsidiary, either files or becomes obligated to file a
report or a proxy statement under or in response to Schedule 13D, Schedule 14D-
1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act disclosing beneficial ownership by it of shares
of Voting Stock of Sterling Commerce, whether in excess of 20% or otherwise, or
because Sterling Commerce reports that a change in control of Sterling Commerce
has occurred or will occur in the future by reason of such beneficial ownership
or any increase or decrease thereof.

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     7.   CERTAIN ADDITIONAL PAYMENTS BY STERLING COMMERCE:

          (a) In the event that it shall be determined (as hereafter provided)
that all or any portion of any payment or distribution by Sterling Commerce or
any of its affiliates to or for the benefit of Williams pursuant to the terms of
this Agreement or otherwise, including under any stock option or other
agreement, plan, policy, program or arrangement (a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code") (or any successor provision thereto), by reason of being
considered "contingent on a change in ownership or control" of Sterling
Commerce, within the meaning of Section 280G of the Code (or any successor
provision thereto), or to any similar tax imposed by state or local law, or any
interest or penalties with respect to such tax (such tax or  taxes, together
with any such interest and penalties, being hereafter collectively referred to
as the "Excise Tax"), then Williams shall be entitled to receive an additional
payment or payments (collectively, a "Gross-Up Payment").  The Gross-Up Payment
shall be in an amount such that, after payment by Williams of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Gross-Up Payment, Williams retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

          (b) Subject to the provisions of Section 7(f), all determinations
required to be made under this Section 7, including whether an Excise Tax is
payable by Williams and the amount of such Excise Tax and whether a Gross-Up
Payment is required to be paid by Sterling Commerce to Williams and the amount
of such Gross-Up Payment, if any, shall be made by a nationally recognized
accounting firm (the "Accounting Firm") selected by Williams in his sole
discretion.  Williams shall direct the Accounting Firm to submit its
determination and detailed supporting calculations to both Sterling Commerce and
Williams within 30 calendar days after any applicable termination date and any
such other time or times as may be requested by Sterling Commerce or Williams.
If the Accounting Firm determines that any Excise Tax is payable by Williams,
Sterling Commerce shall pay the required Gross-Up Payment to Williams within
five business days after receipt of such determination and calculations with
respect to any Payment to Williams.  If the Accounting Firm determines that no
Excise Tax is payable by Williams, it shall, at the same time as it makes such
determination, furnish Sterling Commerce and Williams a written opinion to the
effect that Williams has substantial authority not to report any Excise Tax on
his federal, state or local income or other tax return.  As a result of the
uncertainty in the application of Section 4999 of the Code (or any successor
provision thereto) and the possibility of similar uncertainty regarding
applicable state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by Sterling Commerce should have been made (an "Underpayment"),
consistent with the calculations required to be made hereunder.  In the event
that Sterling Commerce exhausts or fails to pursue its remedies pursuant to
Section 7(f) and Williams thereafter is required to make a payment of any Excise
Tax, Williams shall direct  the Accounting Firm to determine the amount of the
Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both Sterling Commerce and Williams as promptly as
possible.  Any such Underpayment shall be promptly paid by Sterling Commerce to,
or for the benefit of, Williams within five business days after receipt of such
determination and calculations.

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          (c) Sterling Commerce and Williams shall each provide the Accounting
Firm access to and copies of any books, records and documents in the possession
of Sterling Commerce or Williams, as the case may be, reasonably requested by
the Accounting Firm, and otherwise cooperate with the Accounting Firm in
connection with the preparation and issuance of the determinations and
calculations contemplated by Section 7(b).  Any determination by the Accounting
Firm as to the amount of the Gross-Up Payment shall be binding upon Sterling
Commerce and Williams.

          (d) The federal, state and local income or other tax returns filed by
Williams shall be prepared and filed on a consistent basis with the
determination of the Accounting Firm with respect to the Excise Tax payable by
Williams.  Williams shall make proper payment of the amount of any Excise
Payment, and at the request of Sterling Commerce, provide to Sterling Commerce
true and correct copies (with any amendments) of his federal income tax return
as filed with the Internal Revenue Service and corresponding state and local tax
returns, if relevant, as filed with the applicable taxing authority, and such
other documents as are reasonably requested by Sterling Commerce, evidencing
such payment.  If prior to the filing of Williams' federal income tax return, or
corresponding state or local tax return, if relevant, the Accounting Firm
determines that the amount of the Gross-Up Payment should be reduced, Williams
shall within five business days pay to Sterling Commerce the amount of such
reduction.

          (e) The fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by Section 7(b)
shall be borne by Sterling Commerce.  If such fees and expenses are initially
paid by Williams, Sterling Commerce shall reimburse Williams the full amount of
such fees and expenses within five business days after receipt from Williams of
a statement therefor and reasonable evidence of his payment thereof.

          (f) Williams shall notify Sterling Commerce in writing of any claim by
the Internal Revenue Service or any other taxing authority that, if successful,
would require the payment by Sterling Commerce of a Gross-Up Payment.  Such
notification shall be given as promptly as practicable but no later than 10
business days after Williams actually receives notice of such claim and Williams
shall further apprise Sterling Commerce of the nature of such claim and the date
on which such claim is requested to be paid (in each case, to the extent known
by Williams).  Williams shall not pay such claim prior to the earlier of (i) the
expiration of the 30-calendar-day period following the date on which he gives
such notice to Sterling Commerce and (ii) the date that any payment of amount
with respect to such claim is due.  If Sterling Commerce notifies Williams in
writing prior to the expiration of such period that it desires to contest such
claim, Williams, subject to the provisions of Section 7(h) of this Agreement,
shall:

          i.   provide Sterling Commerce with any written records or documents
               in his possession relating to such claim reasonably requested by
               Sterling Commerce;

          ii.  take such action in connection with contesting such claim as
               Sterling Commerce shall reasonably request in writing from time
               to time, including without limitation accepting legal
               representation with respect to such claim

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               by an attorney competent in respect of the subject matter and
               reasonably selected by Sterling Commerce;

          iii  cooperate with Sterling Commerce in good faith in order
               effectively to contest such claim; and

          iv.  permit Sterling Commerce to participate in any proceedings
               relating to such claim;

provided, however, that Sterling Commerce shall bear and pay directly all costs
and expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless Williams, on an after-tax basis,
for and against any Excise Tax or income tax, including interest and penalties
with respect thereto, imposed as a result of such representation and payment of
costs and expenses.  Without limiting the foregoing provisions of this Section
7(f), Sterling Commerce shall control all proceedings taken in connection with
the contest of any claim contemplated by this Section 7(f) and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
(provided, however, that Williams may participate therein at his own cost and
expense) and may, at its option, either direct Williams to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and
Williams agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as Sterling Commerce shall determine; provided further,
however, that if Sterling Commerce directs Williams to pay the tax claimed and
sue for a refund, Sterling Commerce shall advance the amount of such payment to
Williams on an interest-free basis and shall indemnify and hold Williams
harmless, on an after-tax basis, from any Excise Tax or income or other tax,
including interest or penalties with respect thereto, imposed with respect to
such advance; and provided further, however, that any extension of the statute
of limitations relating to payment of taxes for the taxable year of Williams
with respect to which the contested amount is claimed to be due is limited
solely to such contested amount.  Furthermore, Sterling Commerce's control of
any such contested claim shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and Williams shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

          (g) If, after the receipt by Williams of an amount advanced by
Sterling Commerce pursuant to Section 7(f), Williams receives any refund with
respect to such claim, Williams shall (subject to Sterling Commerce's complying
with the requirements of Section 7(f)) promptly pay to Sterling Commerce the
amount of such refund (together with any interest paid or credited thereon after
any taxes applicable thereto).  If, after the receipt by Williams of an amount
advanced by Sterling Commerce pursuant to Section 7(f), a determination is made
that Williams shall not be entitled to any refund with respect to such claim and
Sterling Commerce does not notify Williams in writing of its intent to contest
such denial or refund prior to the expiration of 30 calendar days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of any such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid by Sterling Commerce
to Williams pursuant to this Section 7.

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          (h) Any information provided by Williams to Sterling Commerce under
this Section 7 shall be treated confidentially by Sterling Commerce and will not
be provided by Sterling Commerce to any other person than Sterling Commerce's
professional advisors without Williams' prior written consent except as required
by law.

     8.   LEGAL FEES AND EXPENSES.  It is the intent of Sterling Commerce that
Williams not be required to incur legal fees and the related expenses associated
with the interpretation, enforcement or defense of Williams' rights under this
Agreement by litigation or otherwise because the cost and expense thereof would
substantially detract from the benefits intended to be extended to Williams
hereunder.  Accordingly, if it should appear to Williams that Sterling Commerce
has failed to comply with any of its obligations under this Agreement or in the
event that Sterling Commerce or any other person takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to recover from,
Williams the benefits provided or intended to be provided to Williams hereunder,
Sterling Commerce irrevocably  authorizes Williams from time to time to retain
counsel of Williams' choice, at the expense of Sterling Commerce as hereafter
provided, to advise and represent Williams in connection with any such
interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against Sterling Commerce or any Director, officer, stockholder or other person
affiliated with Sterling Commerce, in any jurisdiction.  Notwithstanding any
existing or prior attorney-client relationship between Sterling Commerce and
such counsel, Sterling Commerce irrevocably consents to Williams' entering into
an attorney-client relationship with such counsel, and in that connection
Sterling Commerce and Williams agree that a confidential relationship shall
exist between Williams and such counsel.  Without respect to whether Williams
prevails, in whole or in part, in connection with any of the foregoing, Sterling
Commerce will pay and be solely financially responsible for any and all
attorneys' and related fees and expenses incurred by Williams in connection with
any of the foregoing.

     9.   DEFAULT INTEREST.  Without limiting the rights of Williams at law or
in equity, if Sterling Commerce fails to make any payment or provide any benefit
required to be made or provided under this Agreement on a timely basis, Sterling
Commerce will pay interest on the amount or value thereof at an annualized rate
of interest equal to the so-called composite "prime rate" as quoted from time to
time during the relevant period in the Southwest Edition of The Wall Street
Journal.  Such interest will be payable as it accrues on demand.  Any change in
such prime rate will be effective on and as of the date of such change.

     10.  NO EFFECT ON EMPLOYMENT COMPENSATION.  Nothing herein shall be
construed to affect in any way compensation amounts paid or payable to Williams,
including bonus amounts, whether or not determined on or prior to the date
hereof, with respect to his employment by Sterling Commerce prior to the date
hereof; provided, that Williams shall receive his Fiscal Year 1998 cash
incentive bonus for the full Fiscal Year 1998, payable in accordance with
Sterling Commerce's usual bonus procedures and at the usual time of such bonus
payments.

     11.  TERMINATION OF CERTAIN PRIOR AGREEMENTS.  Williams and Sterling
Commerce hereby agree that the Chairman Agreement, dated as of February 12,
1996, between Williams and

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Sterling Commerce, as amended as of December 1, 1997, shall be, upon execution
and delivery of this Agreement, canceled and of no further force and effect.

     12.  INDEMNIFICATION BY STERLING COMMERCE.  In consideration of Williams
rendering the services contemplated in this Agreement, Sterling Commerce shall
indemnify Williams during the term of this Agreement to the extent and in
accordance with the terms and conditions of Attachment I to this Agreement.

     13.  SURVIVAL OF CERTAIN PROVISIONS.  Sections 3 (except as otherwise
provided therein), 5, 6, 7, 8, 9,10, 12, 13 and 14 of this Agreement shall
survive the expiration, by termination or otherwise, of the term of this
Agreement.

     14.  SUCCESSORS AND BINDING AGREEMENT:

          (a) Sterling Commerce will require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business or assets of Sterling Commerce, by
agreement in form and substance satisfactory to Williams, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
Sterling Commerce would be required to perform if no such succession had taken
place.  This Agreement will be binding upon and inure to the benefit of Sterling
Commerce and any successor to Sterling Commerce, including without limitation
any persons acquiring directly or indirectly all or substantially all of the
business or assets of Sterling Commerce whether by purchase, merger,
consolidation, reorganization or otherwise, but will not otherwise be
assignable, transferable or delegable by Sterling Commerce.

          (b) This Agreement will inure to the benefit of and be enforceable by
Williams' personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.

          (c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Sections 14(a) and 14(b).  Without limiting the generality or effect
of the foregoing, Williams' right to receive payments hereunder will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest, or otherwise, other than by a transfer by Williams' will or by the
laws of descent and distribution and, in the event of any attempted assignment
or transfer contrary to this Section 14(c), Sterling Commerce shall have no
liability to pay any amount so attempted to be assigned, transferred or
delegated.

     15.  NOTICES:  For all purposes of this Agreement (except as otherwise
expressly provided in this Agreement with respect to notice periods), all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
ten business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or five business days
after having been sent by a nationally recognized overnight

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courier service such as Federal Express, UPS, or Purolator, addressed to
Sterling Commerce at Sterling Commerce, Inc., 4600 Lakehurst Court, Dublin, Ohio
43016 (to the attention of the Senior Vice President and General Counsel) and to
Williams at Sterling Software, Inc., 300 Crescent Court, Suite 1200, Dallas,
Texas 75201 (to the attention of Williams), with a copy to Williams at his
principal residence, or to such other address as any party may have furnished to
the other in writing and in accordance herewith, except that notices of changes
of address shall be effective only upon receipt.

     16.  GOVERNING LAW.  The substantive laws of the State of Texas shall
govern the validity, construction, enforcement and interpretation of the
provisions of this Agreement.

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



                                     /s/ Sterling L. Williams
                                     -------------------------------------
                                     Sterling L. Williams
 
                                     STERLING COMMERCE, INC.



                                     By  /s/
                                         ---------------------------------
                                         Name
                                             -----------------------------
                                         Title
                                              ----------------------------  

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