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                                                                EXHIBIT 10.14.3
 
                               SECOND AMENDMENT
                                      TO
                            STERLING COMMERCE, INC.
 
                          DEFERRED COMPENSATION PLAN
 
  This Second Amendment to the Sterling Commerce, Inc. Deferred Compensation
Plan (the "Plan") is made as of the 1st day of June, 1998, with reference to
the following facts:
 
  A. Sterling Commerce, Inc. adopted the Plan effective as of February 1,
1997, and previously amended the Plan on October 30, 1997.
 
  B. The Administrative Committee appointed to administer the Plan wishes to
amend the Plan and both the Committee and the Plan trustee have been furnished
with an opinion of counsel, as required by Section 8.4(e) of the Plan, to the
effect that the amendments set forth below comply with the amendment
requirements of Section 8.4 of the Plan.
 
  NOW, THEREFORE, it is agreed as follows:
 
  1. Section 1.2 of the Plan is amended by the addition of the following new
   definition:
 
    (x) "Acquired Employee" means, with respect to the calendar year in which
  the Company acquires a business (whether by purchase of stock or assets or
  by merger or by any other means), an individual who becomes a common law
  employee of the Company as a result of such acquisition, provided the
  individual was employed in such business on the date of such acquisition.
 
  2. The first two sentences of Section 1.2(k) of the Plan are amended in
   their entirety to read as follows:
 
     "Eligible Individual" for a Plan Year means (i) a common law employee of
   the Company whose Compensation is paid on a United States payroll in United
   States dollars and whose Compensation equaled or exceeded the Threshold
   Amount in the immediately preceding calendar year or, in the case of an
   employee employed only during a portion of such prior calendar year, whose
   annualized Compensation would have equaled or exceeded the Threshold
   Amount, (ii) an Acquired Employee whose Compensation is paid on a United
   States payroll in United States dollars and whose salary and incentive
   bonus from the acquired business (determined in a manner consistent with
   Section 1.2(h)) equaled or exceeded the Threshold Amount in the immediately
   preceding calendar year or, in the case of an Acquired Employee employed by
   such business only during a portion of such prior calendar year, whose
   annualized salary and incentive bonus would have equaled or exceeded the
   Threshold Amount, (iii) a member of the Board of Directors who is not a
   common law employee of the Company or (iv) a
 
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        consultant who is not a common law employee of the Company and who is
        designated by the Committee as eligible to participate in the Plan.
        Except for an Acquired Employee, an individual's status as an Eligible
        Individual for a Plan Year shall be determined prior to the first day of
        such Plan Year.

        3. The second sentence of Section 3.1 of the Plan (relating to elections
to defer compensation) is amended in its entirety to read as follows:

        For each subsequent Plan Year, (i) an Eligible Individual other than an
        Acquired Employee may make an election to defer Compensation by filing
        an Election Form with the Committee on or before the December 31
        preceding the Plan Year for which the election is to be effective and
        (ii) an Eligible Individual who is an Acquired Employee may, with the
        consent of the Committee, make an election to defer Compensation for the
        Plan Year in which the Eligible Individual becomes an Acquired Employee
        by filing an Election Form with the Committee on or before the first day
        of the second full payroll period beginning after the date on which such
        Eligible Individual becomes an Acquired Employee, such election to be
        effective as of such second full payroll period.

        4. The foregoing amendments will be effective as of the date first set
forth above.

                                        STERLING COMMERCE


                                        By /s/ ALBERT K. HOOVER
                                          --------------------------------------
                                               Albert K. Hoover
                                               Senior Vice President and
                                               General Counsel

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