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                                  EXHIBIT 10.17

                       AMENDMENT ONE TO THE FIRST AMENDED
                     UNIGRAPHICS SOLUTIONS INC. 401(K) PLAN

          WHEREAS, Unigraphics Solutions Inc. ("Company") previously adopted the
Unigraphics Solutions Inc. 401(k) Plan ("Plan"); and

          WHEREAS, the Company reserved the right to amend the Plan in Section
16.1 thereof; and

          WHEREAS, effective as of December 31, 1999, the Company desires to
amend the Plan to provide for an additional contribution to the Plan by the
Company;

          NOW, THEREFORE, effective December 31, 1999, the Plan is amended as
follows:

          Section 4.5 is deleted in its entirety and replaced with the
          following:

     4.5  Additional Employer Contributions.
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          The Employer shall make a contribution to the Plan for the Plan Year
ended December 31, 1999, on behalf of each Employee described in Section 4.5.1.
in an amount determined and allocated in accordance with Section 4.5.2. Such
contributions shall be paid to the Trustee not later than the time prescribed by
law for filing the Employer's federal income tax return for the taxable year
with or within which such Plan Year ends, including any extensions thereof.

          4.5.1 Eligibility.
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                Each Employee who satisfies the following requirements shall
     receive the contribution described in this Section 4.5:

                (a) A participant in the EDS Retirement Plan on March 31, 1999;
          and

                (b) (i) Employed by the Employer on December 31, 1999, (ii)
          retired (as defined below) during the Plan Year ended on December 31,
          1999, (iii) died during such Plan Year or (iv) became disabled within
          the meaning of Section 8.2 during such Plan Year.

                For purposes of this Section 4.5, an individual shall be
     considered to have retired if he or she terminated employment during the
     Plan Year on or after (i) attaining age 55 and (ii) completing at least ten
     (10) continuous years of service with the Employer or its predecessors
     (Electronic Data Systems Corporation ("EDS") or McDonnell-Douglas
     Corporation("MDC")) immediately prior to termination of employment with the
     Employer.

          4.5.2. Contribution.
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                 With respect to an Employee described in Section 4.5.1, the
     Employer shall contribute an amount equal to the sum of such Employee's
     Base Credit, Excess Credit, Transition Credit, and Mid-Career Credit, as
     applicable. Such contribution shall be contributed to such Employee's
     Matching Contribution Account; provided that, a Matching Contribution
     Account shall be established for an Employee who has not previously been
     credited with matching contributions under the Plan.

                 (1) Base Credit. The Base Credit of an Employee age 49 or under
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          as of December 31, 1999, shall be an amount equal to:

                     (a) a percentage calculated by adding the sum of his or her
          age plus Years of Service (including for this purpose service with MDC
          which was counted for benefit purposes under the EDS Retirement Plan)
          as of such date and dividing such sum by twenty (20), but in no event
          less than one and a half percent (1.5% or .015), multiplied by

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               (b) the Employee's Compensation for the Plan Year.

     The Base Credit of an Employee age 50 or older as of December 31, 1999,
     shall be an amount equal to:

               (a) a percentage calculated by adding the sum of his or her age
          plus Years of Service (including for this purpose service with MDC
          which was counted for benefit purposes under the EDS Retirement Plan)
          as of such date and dividing such sum by fourteen (14), multiplied by

               (b) the Employee's Compensation for the Plan Year.

          (2) Excess Credit. An Employee's Excess Credit, if any, shall be an
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     amount equal to:

               (a) the lesser of (i) such Employee's Base Credit or (ii) five
          percent (5%), multiplied by

               (b) the Employee's Compensation for the Plan Year in excess of
          the amount obtained by multiplying the Social Security Wage Base by a
          fraction, the numerator of which is the number of full months in the
          Plan Year and the denominator of which is 12.

          Social Security Wage Base shall mean the maximum annual wage base upon
          which Old-Age, Survivors, and Disability Insurance taxes are based
          during the Plan Year.

          (3) Conversion Credit. If an Employee was employed with EDS or the
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     Company on July 1, 1998, had attained at least age 44 as of such date and
     was fully vested under the EDS Retirement Plan as of such date, such
     Employee's Conversion Credit shall be an amount equal to:

               (a) the sum of the Employee's Base Credit plus his or her Excess
          Credit, if any, multiplied by

               (b) the applicable percentage determined under the following
          chart based on such Employee's age as of July 1, 1998:

                  Age                            Applicable %
                  ---                            ------------

                  44                             10
                  45                             20
                  46 to 56                       50
                  57 and over                    70

          (4) Mid-Career Credit. If an Employee's age as of his or her Date of
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     Employment, as defined in the EDS Retirement Plan, was greater than
     thirty-five (35), such Employee shall receive a Mid-Career Credit equal to:

               (a) a percentage calculated by subtracting thirty-five (35) from
          his or her age as of his or her Date of Employment, and dividing this
          number by fourteen (14), and multiplied by

               (b) the Employee's Compensation for the Plan Year.

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