INDEMNIFICATION AGREEMENT


      This Agreement, made and entered into this 3rd day of June,
1997  ("Agreement"),  by  and between Intergraph  Corporation,  a
Delaware   corporation   ("Company"),   and   ______________
("Indemnitee"):

     WHEREAS, highly competent persons have become more reluctant
to  serve  publicly-held corporations as directors  or  in  other
capacities  unless  they  are provided with  adequate  protection
through   indemnification  or  similar  arrangements   protecting
against  inordinate  risks  of claims and  actions  against  them
arising out of their service to and activities on behalf  of  the
Company; and

     WHEREAS, the Board of Directors of the Company (the "Board")
has  determined that, under current market conditions, it is  not
in  the  best  interests of the Company to maintain director  and
officer  liability insurance given the high cost associated  with
such  insurance and the breadth of exclusions typically contained
in director and officer liability insurance policies; and

     WHEREAS, directors, officers and other persons in service to
corporations   or   business  entities  are  being   increasingly
subjected to expensive and time-consuming litigation relating to,
among  other things, matters that traditionally would  have  been
asserted only against corporations and other entities; and

       WHEREAS,   the  prohibitive  cost  and  limited  coverages
associated with such insurance and the uncertainties relating  to
indemnification have increased the difficulty of  attracting  and
retaining qualified persons to serve as corporate directors; and

      WHEREAS,  the  Board  has  determined  that  the  increased
difficulty   in   attracting  and  retaining  such   persons   is
detrimental  to the best interests of the Company's  stockholders
and that the Company should act to assure such persons that there
will  be  increased  certainty  of indemnity  protection  in  the
future; and

      WHEREAS,  it is reasonable, prudent and necessary  for  the
Company  contractually to obligate itself to  indemnify,  and  to
advance expenses on behalf of, such persons to the fullest extent
permitted  by  applicable law so that qualified individuals  will
agree  to serve or continue to serve the Company free from  undue
concern that they will not be so indemnified; and

       WHEREAS,  this  Agreement  is  a  supplement  to  and   in
furtherance  of  the  Certificate of Incorporation  and  Restated
Bylaws  of  the  Company  and  any resolutions  adopted  pursuant
thereto, and shall not be deemed a substitute therefore,  nor  to
diminish  or  abrogate  any  rights of  indemnification  afforded
thereunder; and

      WHEREAS, each of Section 145 of the General Corporation Law
of   the   State  of  Delaware,  the  Company's  Certificate   of
Incorporation and the Company's Restated Bylaws is non-exclusive,
and  therefore  contemplates that contracts may be  entered  into
with  respect  to  indemnification  of  directors,  officers  and
employees; and

      WHEREAS, Indemnitee is willing to serve, continue to  serve
or  to take on additional service for or on behalf of the Company
on the condition that he be so indemnified;

      NOW,  THEREFORE, in consideration of the premises  and  the
covenants contained herein, the Company and Indemnitee do  hereby
covenant and agree as follows:

           Section 1.  Services by Indemnitee.  Indemnitee agrees
to  serve  as a director and/or executive officer of the Company.
Indemnitee  may at any time and for any reason resign  from  such
position  (subject  to any other contractual  obligation  or  any
obligation  imposed  by operation of law),  in  which  event  the
Company shall have no obligation under this Agreement to continue
to  permit  Indemnitee to serve in such position.  This Agreement
shall  not  be deemed an employment contract between the  Company
(or   any   of  its  subsidiaries)  and  Indemnitee.   Indemnitee
specifically acknowledges that Indemnitee's employment  with  the
Company (or any of its subsidiaries), if any, is at will, and the
Indemnitee may be discharged at any time for any reason, with  or
without cause, except as may be otherwise provided in any written
employment contract between Indemnitee and the Company (or any of
its  subsidiaries),  other applicable formal  severance  policies
duly  adopted  by  the Board, or, with respect to  service  as  a
director  of  the  Company,  by  the  Company's  Certificate   of
Incorporation,  the Company's Restated Bylaws,  and  the  General
Corporation  Law  of  the  State  of  Delaware.   The   foregoing
notwithstanding,  this Agreement shall continue  in  force  after
Indemnitee  has  ceased to serve as a director  and/or  executive
officer of the Company in accordance with Section 12.

           Section  2.   Indemnification - General.  The  Company
shall  indemnify,  and advance Expenses (as hereinafter  defined)
to, Indemnitee (a) as provided in this Agreement and (b) (subject
to  the  provisions  of  this Agreement) to  the  fullest  extent
permitted by applicable law in effect on the date hereof  and  as
amended from time to time (but in the case of any such amendment,
only  to  the extent that such amendment permits the  Company  to
provide  broader indemnification rights than such  law  permitted
the  Company to provide prior to such amendment).  The rights  of
Indemnitee  provided under the preceding sentence shall  include,
but  shall  not be limited to, the rights set forth in the  other
Sections of this Agreement.

          Section 3.  Proceedings Other Than Proceedings by or in
the  Right of the Company.  Indemnitee shall be entitled  to  the
rights  of  indemnification provided in this  Section  3  if,  by
reason  of his Corporate Status (as hereinafter defined), he  is,
or  is threatened to be made, a party to or a participant in  any
threatened,  pending,  or  completed Proceeding  (as  hereinafter
defined),  other  than a Proceeding by or in  the  right  of  the
Company.   Pursuant  to  this  Section  3,  Indemnitee  shall  be
indemnified against all Expenses, judgments, penalties, fines and
amounts  paid in settlement actually and reasonably  incurred  by
him  or on his behalf in connection with such Proceeding, or  any
claim, issue or matter therein, if he acted in good faith and  in
a  manner he reasonably believed to be in or not opposed  to  the
best  interests of the Company and, with respect to any  criminal
Proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.

           Section  4.   Proceedings by or in the  Right  of  the
Company.    Indemnitee  shall  be  entitled  to  the  rights   of
indemnification provided in this Section 4 if, by reason  of  his
Corporate Status, he is, or is threatened to be made, a party  to
or   a  participant  in  any  threatened,  pending  or  completed
Proceeding brought by or in the right of the Company to procure a
judgment  in  its  favor.  Pursuant to this  Section,  Indemnitee
shall be indemnified against all Expenses actually and reasonably
incurred  by  him  or  on  his behalf  in  connection  with  such
Proceeding  if  he  acted  in good  faith  and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the  Company; provided, however, that, if applicable  law  so
provides, no indemnification against such Expenses shall be  made
in respect of any claim, issue or matter in such Proceeding as to
which  Indemnitee shall have been adjudged to be liable for gross
negligence or willful misconduct in the performance of his duties
to  the  Company  unless  and to the extent  that  the  Court  of
Chancery  of  the State of Delaware, or the court in  which  such
Proceeding shall have been brought or is pending, shall determine
that such indemnification may be made.

          Section 5.  Indemnification for Expenses of a Party Who
is  Wholly  or  Partly  Successful.   Notwithstanding  any  other
provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to (or a participant  in)
and is successful, on the merits or otherwise, in any Proceeding,
he  shall be indemnified to the maximum extent permitted  by  law
against all Expenses actually and reasonably incurred by  him  or
on  his  behalf  in connection therewith.  If Indemnitee  is  not
wholly  successful in such Proceeding but is successful,  on  the
merits  or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably  incurred
by  him  or  on  his behalf in connection with each  successfully
resolved  claim, issue or matter.  For purposes of  this  Section
and  without limitation, the termination of any claim,  issue  or
matter  in  such  a  Proceeding by  dismissal,  with  or  without
prejudice, shall be deemed to be a successful result as  to  such
claim, issue or matter.

           Section 6.  Indemnification for Expenses of a Witness.
Notwithstanding  any other provision of this  Agreement,  to  the
extent  that Indemnitee is, by reason of his Corporate Status,  a
witness in any Proceeding to which Indemnitee is not a party,  he
shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

           Section  7.  Advancement of Expenses.  Notwithstanding
any  provision  of  this Agreement to the contrary,  the  Company
shall advance all reasonable Expenses incurred by or on behalf of
Indemnitee  in connection with any Proceeding in which Indemnitee
is involved by reason of Indemnitee's Corporate Status within ten
days  after  the  receipt  by  the  Company  of  a  statement  or
statements  from Indemnitee requesting such advance  or  advances
from time to time, whether prior to or after final disposition of
such  Proceeding.  Such statement or statements shall  reasonably
evidence the Expenses incurred by Indemnitee and shall include or
be  preceded or accompanied by an undertaking by or on behalf  of
Indemnitee to repay any Expenses advanced if it ultimately  shall
be  determined that Indemnitee is not entitled to be  indemnified
against  such Expenses.  Any advances and undertakings  to  repay
pursuant to this Section 7 shall be unsecured and interest free.

           Section 8.  Procedure for Determination of Entitlement
to Indemnification.

                 (a)    To  obtain  indemnification  under   this
Agreement,  Indemnitee  shall submit to  the  Company  a  written
request,  including therein or therewith such  documentation  and
information  as  is  reasonably available to  Indemnitee  and  is
reasonably  necessary to determine whether  and  to  what  extent
Indemnitee is entitled to indemnification.  The Secretary of  the
Company  shall,  promptly upon receipt  of  such  a  request  for
indemnification, advise the Board in writing that Indemnitee  has
requested indemnification.

                (b)   Upon  written  request  by  Indemnitee  for
indemnification  pursuant to the first sentence of  Section  8(a)
hereof,  a  determination, if required by  applicable  law,  with
respect to Indemnitee's entitlement thereto shall be made in  the
specific  case:  (i)  if  a  Change in  Control  (as  hereinafter
defined)   shall  have  occurred,  by  Independent  Counsel   (as
hereinafter  defined)  in  a written  opinion  to  the  Board  of
Directors,  a copy of which shall be delivered to Indemnitee;  or
(ii)  if  a Change in Control shall not have occurred, (A)  by  a
majority  vote  of  the Disinterested Directors  (as  hereinafter
defined), even though less than a quorum of the Board, or (B)  if
there   are   no  such  Disinterested  Directors  or,   if   such
Disinterested Directors so direct, by Independent  Counsel  in  a
written  opinion to the Board, a copy of which shall be delivered
to  Indemnitee  or  (C)  if so directed  by  the  Board,  by  the
stockholders  of  the Company; and, if it is so  determined  that
Indemnitee  is entitled to indemnification, payment to Indemnitee
shall  be  made  within ten (10) days after  such  determination.
Indemnitee  shall  cooperate with the person, persons  or  entity
making   such   determination  with   respect   to   Indemnitee's
entitlement  to  indemnification,  including  providing  to  such
person,  persons  or entity upon reasonable advance  request  any
documentation or information which is not privileged or otherwise
protected  from disclosure and which is reasonably  available  to
Indemnitee  and reasonably necessary to such determination.   Any
costs  or  expenses (including attorneys' fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement
to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.

               (c)  In the event the determination of entitlement
to  indemnification is to be made by Independent Counsel pursuant
to Section 8(b) hereof, the Independent Counsel shall be selected
as  provided in this Section 8(c).  If a Change in Control  shall
not  have occurred, the Independent Counsel shall be selected  by
the Board of Directors, and the Company shall give written notice
to  Indemnitee  advising him of the identity of  the  Independent
Counsel so selected.  If a Change in Control shall have occurred,
the  Independent Counsel shall be selected by Indemnitee  (unless
Indemnitee shall request that such selection be made by the Board
of Directors, in which event the preceding sentence shall apply),
and  Indemnitee shall give written notice to the Company advising
it  of  the identity of the Independent Counsel so selected.   In
either event, Indemnitee or the Company, as the case may be, may,
within 10 days after such written notice of selection shall  have
been  given, deliver to the Company or to Indemnitee, as the case
may be, a written objection to such selection; provided, however,
that  such objection may be asserted only on the ground that  the
Independent Counsel so selected does not meet the requirements of
"Independent Counsel" as defined in Section 17 of this Agreement,
and  the objection shall set forth with particularity the factual
basis  of  such assertion.  Absent a proper and timely objection,
the person so selected shall act as Independent Counsel.  If such
written  objection is so made and substantiated, the  Independent
Counsel  so selected may not serve as Independent Counsel  unless
and  until  such objection is withdrawn or a court has determined
that  such objection is without merit.  If, within 20 days  after
submission by Indemnitee of a written request for indemnification
pursuant  to  Section 8(a) hereof, no Independent  Counsel  shall
have  been  selected and not objected to, either the  Company  or
Indemnitee  may petition the Court of Chancery of  the  State  of
Delaware  or other court of competent jurisdiction for resolution
of  any  objection which shall have been made by the  Company  or
Indemnitee to the other's selection of Independent Counsel and/or
for  the  appointment as Independent Counsel of a person selected
by  the  Court  or  by  such  other person  as  the  Court  shall
designate, and the person with respect to whom all objections are
so  resolved  or the person so appointed shall act as Independent
Counsel  under Section 8(b) hereof. Upon the due commencement  of
any  judicial proceeding or arbitration pursuant to Section 10(a)
of  this  Agreement, Independent Counsel shall be discharged  and
relieved  of any further responsibility in such capacity (subject
to   the  applicable  standards  of  professional  conduct   then
prevailing).

                (d)   The Company shall not be required to obtain
the consent of the Indemnitee to the settlement of any Proceeding
which the Company has undertaken to defend if the Company assumes
full  and  sole  responsibility  for  such  settlement  and   the
settlement  grants  the  Indemnitee a  complete  and  unqualified
release in respect of the potential liability; provided, however,
that  the  Company shall not settle any Proceeding in any  manner
that   would   require  admission  of  personal   wrongdoing   by
Indemnitee,  or  impose any penalty or limitation on  Indemnitee,
without Indemnitee's written consent, which consent shall not  be
unreasonably withheld.  The Company shall not be liable  for  any
amount  paid  by  the Indemnitee in settlement of any  Proceeding
that  is  not  defended by the Company, unless  the  Company  has
consented  to  such  settlement,  which  consent  shall  not   be
unreasonably withheld.

            Section  9.   Presumptions  and  Effect  of   Certain
Proceedings.

                (a)   In  making a determination with respect  to
entitlement to indemnification hereunder, the person  or  persons
or entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee
has  submitted  a request for indemnification in accordance  with
Section  8(a) of this Agreement, and the Company shall  have  the
burden  of proof to overcome that presumption in connection  with
the  making by any person, persons or entity of any determination
contrary to that presumption.  Neither the failure of the Company
(including by its directors or independent legal counsel) to have
made  a  determination prior to the commencement  of  any  action
pursuant to this Agreement that indemnification is proper in  the
circumstances because Indemnitee has met the applicable  standard
of conduct, nor an actual determination by the Company (including
by  its  directors or independent legal counsel) that  Indemnitee
has  not  met  such applicable standard of conduct,  shall  be  a
defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.

               (b)  If the person, persons or entity empowered or
selected  under Section 8 of this Agreement to determine  whether
Indemnitee is entitled to indemnification shall not have  made  a
determination within sixty (60) days after receipt by the Company
of   the   request  therefor,  the  requisite  determination   of
entitlement to indemnification shall be deemed to have been  made
and  Indemnitee shall be entitled to such indemnification, absent
(i)  a  misstatement  by Indemnitee of a  material  fact,  or  an
omission  of  a  material  fact necessary  to  make  Indemnitee's
statement  not  materially misleading,  in  connection  with  the
request  for  indemnification, or  (ii)  a  prohibition  of  such
indemnification  under  applicable law; provided,  however,  that
such 60-day period may be extended for a reasonable time, not  to
exceed an additional thirty (30) days, if the person, persons  or
entity  making  the determination with respect to entitlement  to
indemnification in good faith requires such additional  time  for
the  obtaining or evaluating of documentation and/or  information
relating  thereto;  and  provided, further,  that  the  foregoing
provisions  of  this  Section 9(b) shall not  apply  (i)  if  the
determination of entitlement to indemnification is to be made  by
the  stockholders pursuant to Section 8(b) of this Agreement  and
if  (A) within fifteen (15) days after receipt by the Company  of
the  request  for such determination the Board of  Directors  has
resolved  to  submit such determination to the  stockholders  for
their  consideration  at an annual meeting  thereof  to  be  held
within  seventy  five  (75)  days after  such  receipt  and  such
determination  is  made thereafter, or (B) a special  meeting  of
stockholders  is  called  within fifteen  (15)  days  after  such
receipt  for  the  purpose  of making  such  determination,  such
meeting  is  held for such purpose within sixty (60)  days  after
having been so called and such determination is made thereat,  or
(ii) if the determination of entitlement to indemnification is to
be  made by Independent Counsel pursuant to Section 8(b) of  this
Agreement.

                (c)  The termination of any Proceeding or of  any
claim, issue or matter therein, by judgment, order, settlement or
conviction,  or upon a plea of nolo contendere or its equivalent,
shall  not  (except  as  otherwise  expressly  provided  in  this
Agreement) of itself adversely affect the right of Indemnitee  to
indemnification or create a presumption that Indemnitee  did  not
act in good faith and in a manner which he reasonably believed to
be  in  or  not opposed to the best interests of the Company  or,
with  respect  to  any criminal Proceeding, that  Indemnitee  had
reasonable cause to believe that his conduct was unlawful.

               (d)  Reliance as Safe Harbor.  For purposes of any
determination of Good Faith, Indemnitee shall be deemed  to  have
acted  in  Good  Faith if Indemnitee's action  is  based  on  the
records   or  books  of  account  of  the  Enterprise,  including
financial statements, or on information supplied to Indemnitee by
the officers of the Enterprise in the course of their duties,  or
on  the  advice  of  legal  counsel  for  the  Enterprise  or  on
information or records given or reports made to the Enterprise by
an  independent certified public accountant or by an appraiser or
other expert selected with the reasonable care by the Enterprise.
The  provisions of this Section 9(d) shall not be  deemed  to  be
exclusive or to limit in any way the other circumstances in which
the  Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.

                (e)   Actions  of  Others.  The knowledge  and/or
actions,  or failure to act, of any director, officer,  agent  or
employee of the Enterprise shall not be imputed to Indemnitee for
purposes  of determining the right to indemnification under  this
Agreement.

          Section 10.  Remedies of Indemnitee.

               (a)  In the event that (i) a determination is made
pursuant  to Section 8 of this Agreement that Indemnitee  is  not
entitled   to   indemnification  under   this   Agreement,   (ii)
advancement of Expenses is not timely made pursuant to Section  7
of  this  Agreement,  (iii) no determination  of  entitlement  to
indemnification shall have been made pursuant to Section 8(b)  of
this Agreement within 90 days after receipt by the Company of the
request  for indemnification, (iv) payment of indemnification  is
not  made  pursuant to Section 5,6, the last sentence of  Section
8(b),  or  the  last sentence of Section 17(h) of this  Agreement
within  ten (10) days after receipt by the Company of  a  written
request  therefor, or (v) payment of indemnification pursuant  to
Section 3 or 4 of this Agreement is not made within ten (10) days
after  a  determination has been made that Indemnitee is entitled
to   indemnification,  Indemnitee  shall  be   entitled   to   an
adjudication by the Court of Chancery of the State of Delaware of
his  entitlement  to  such  indemnification  or  advancement   of
Expenses.  Alternatively, Indemnitee, at his option, may seek  an
award  in  arbitration  to be conducted by  a  single  arbitrator
pursuant  to  the  Commercial Arbitration Rules of  the  American
Arbitration   Association.   Indemnitee   shall   commence   such
proceeding  seeking  an adjudication or an award  in  arbitration
within 180 days following the date on which Indemnitee first  has
the  right  to commence such proceeding pursuant to this  Section
10(a);  provided,  however, that the foregoing clause  shall  not
apply in respect of a proceeding brought by Indemnitee to enforce
his  rights under Section 5 of this Agreement.  The Company shall
not  oppose  Indemnitee's right to seek any such adjudication  or
award in arbitration.

                (b)  In the event that a determination shall have
been  made  pursuant  to  Section 8(b)  of  this  Agreement  that
Indemnitee  is  not  entitled  to indemnification,  any  judicial
proceeding  or arbitration commenced pursuant to this Section  10
shall  be  conducted  in all respects as  a  de  novo  trial,  or
arbitration, on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination.

                (c)   If  a  determination shall have  been  made
pursuant  to  Section 8(b) of this Agreement that  Indemnitee  is
entitled to indemnification, the Company shall be bound  by  such
determination in any judicial proceeding or arbitration commenced
pursuant  to  this  Section  10, absent  (i)  a  misstatement  by
Indemnitee of a material fact, or an omission of a material  fact
necessary   to   make  Indemnitee's  statement   not   materially
misleading,  in  connection with the request for indemnification,
or  (ii)  a  prohibition of such indemnification under applicable
law.

                (d)   In  the event that Indemnitee, pursuant  to
this Section 10, seeks a judicial adjudication of or an award  in
arbitration  to  enforce his rights under, or to recover  damages
for  breach  of, this Agreement, Indemnitee shall be entitled  to
recover from the Company, and shall be indemnified by the Company
against,  any  and  all expenses (of the types described  in  the
definition of Expenses in Section 17 of this Agreement)  actually
and  reasonably incurred by him in such judicial adjudication  or
arbitration,  but  only if (and only to the extent)  he  prevails
therein.  If it shall be determined in said judicial adjudication
or  arbitration that Indemnitee is entitled to receive  part  but
not all of the indemnification or advancement of Expenses sought,
the  expenses  incurred  by Indemnitee in  connection  with  such
judicial  adjudication  or  arbitration  shall  be  appropriately
prorated.

               (e)  The Company shall be precluded from asserting
in  any judicial proceeding or arbitration commenced pursuant  to
this  Section  10  that the procedures and presumptions  of  this
Agreement  are  not  valid,  binding and  enforceable  and  shall
stipulate  in  any such court or before any such arbitrator  that
the Company is bound by all the provisions of this Agreement.

           Section  11.   Non-Exclusivity;  Survival  of  Rights;
Insurance; Subrogation.

                (a)  The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement  shall  not
be  deemed exclusive of any other rights to which Indemnitee  may
at  any  time  be  entitled under applicable law,  the  Company's
Certificate of Incorporation, the Company's Restated Bylaws,  any
agreement,  a vote of stockholders or a resolution of  directors,
or  otherwise.   No  amendment,  alteration  or  repeal  of  this
Agreement or of any provision hereof shall limit or restrict  any
right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his Corporate Status prior
to  such  amendment, alteration or repeal. To the extent  that  a
change  in  the General Corporation Law of the State of Delaware,
whether   by  statute  or  judicial  decision,  permits   greater
indemnification or advancement of Expenses than would be afforded
currently  under  the  Company's  Certificate  of  Incorporation,
Restated  Bylaws  and this Agreement, it is  the  intent  of  the
parties hereto that Indemnitee shall enjoy by this Agreement  the
greater benefits so afforded by such change.  No right or  remedy
herein  conferred is intended to be exclusive of any other  right
or  remedy,  and every other right and remedy shall be cumulative
and  in  addition to every other right and remedy given hereunder
or  now  or  hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder,  or
otherwise,   shall  not  prevent  the  concurrent  assertion   or
employment of any other right or remedy.

                (b)   To  the  extent (if any) that  the  Company
maintains  an  insurance policy or policies  providing  liability
insurance  for directors, officers, employees, or agents  of  the
Company  or of any other corporation, partnership, joint venture,
trust,  employee  benefit  plan or other  enterprise  which  such
person serves at the request of the Company, Indemnitee shall  be
covered  by  such policy or policies in accordance  with  its  or
their  terms to the maximum extent of the coverage available  for
any  such director, officer, employee or agent under such  policy
or policies.

                (c)   In  the  event  of any payment  under  this
Agreement, the Company shall be subrogated to the extent of  such
payment to all of the rights of recovery of Indemnitee, who shall
execute  all  papers  required and take all action  necessary  to
secure such rights, including execution of such documents as  are
necessary  to  enable the Company to bring suit to  enforce  such
rights.

                (d)   The Company shall not be liable under  this
Agreement  to make any payment of amounts otherwise indemnifiable
(or for which advancement is provided hereunder) hereunder if and
to  the  extent  that Indemnitee has otherwise actually  received
such  payment under any insurance policy, contract, agreement  or
otherwise.

                (e)   The  Company's obligation to  indemnify  or
advance Expenses hereunder to Indemnitee who is or was serving at
the  request  of the Company as a director, officer, employee  or
agent  of  any  other  corporation, partnership,  joint  venture,
trust, employee benefit plan or other enterprise shall be reduced
by any amount Indemnitee has actually received as indemnification
or   advancement   of  Expenses  from  such  other   corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

           Section  12.   Duration of Agreement.  This  Agreement
shall  continue until and terminate upon the later  of:   (a)  10
years  after the date that Indemnitee shall have ceased to  serve
as a director or executive officer of the Company or of any other
corporation, partnership, joint venture, trust, employee  benefit
plan  or  other enterprise which Indemnitee served at the request
of  the  Company; or (b) the final termination of any  Proceeding
pending  at  the end of such 10-year period in respect  of  which
Indemnitee is granted rights of indemnification or advancement of
Expenses  hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 10 of this Agreement relating thereto.   This
Agreement  shall be binding upon the Company and  its  successors
and  assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators.

            Section  13.   Severability.   If  any  provision  or
provisions of this Agreement shall be held to be invalid, illegal
or  unenforceable for any reason whatsoever:  (a)  the  validity,
legality and enforceability of the remaining provisions  of  this
Agreement  (including without limitation,  each  portion  of  any
Section  of this Agreement containing any such provision held  to
be invalid, illegal or unenforceable, that is not itself invalid,
illegal  or  unenforceable) shall not in any way be  affected  or
impaired  thereby  and shall remain enforceable  to  the  fullest
extent  permitted by law; (b) such provision or provisions  shall
be  deemed  reformed  to  the  extent  necessary  to  conform  to
applicable  law and to give the maximum effect to the  intent  of
the  parties hereto; and (c) to the fullest extent possible,  the
provisions of this Agreement (including, without limitation, each
portion  of  any  Section of this Agreement containing  any  such
provision held to be invalid, illegal or unenforceable,  that  is
not  itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.

           Section 14.  Exception to Right of Indemnification  or
Advancement of Expenses.  Notwithstanding any other provision  of
this  Agreement, but subject to Section 10(d) hereof,  Indemnitee
shall  not  be  entitled  to indemnification  or  advancement  of
Expenses  under  this Agreement with respect  to  any  Proceeding
brought  by Indemnitee, or any claim therein, unless the bringing
of  such  Proceeding  or  making of such claim  shall  have  been
approved by the Board of Directors.

           Section  15.  Identical Counterparts.  This  Agreement
may  be executed in one or more counterparts, each of which shall
for  all  purposes be deemed to be an original but all  of  which
together  shall constitute one and the same Agreement.  Only  one
such  counterpart signed by the party against whom enforceability
is  sought needs to be produced to evidence the existence of this
Agreement.

           Section 16.  Headings.  The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not
be  deemed to constitute part of this Agreement or to affect  the
construction thereof.

            Section  17.   Definitions.   For  purposes  of  this
Agreement:

               (a)  "Change in Control" means a change in control
of  the  Company occurring after the Effective Date of  a  nature
that would be required to be reported in response to Item 6(e) of
Schedule  14A  of Regulation 14A (or in response to  any  similar
item  on  any  similar  schedule or form) promulgated  under  the
Securities Exchange Act of 1934 (the "Act"), whether or  not  the
Company  is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall
be  deemed to have occurred if after the Effective Date  (i)  any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Act)  other  than a trustee or other fiduciary holding securities
under  an  employee benefit plan of the Company or a  corporation
owned  directly or indirectly by the stockholders of the  Company
in substantially the same proportions as their ownership of stock
of  the  Company is or becomes the "beneficial owner" (as defined
in  Rule  13d-3  under  the  Act),  directly  or  indirectly,  of
securities  of  the  Company representing  15%  or  more  of  the
combined   voting   power  of  the  Company's  then   outstanding
securities  without the prior approval of at least two-thirds  of
the  members  of the Board in office immediately  prior  to  such
person  attaining such percentage interest; (ii) there  occurs  a
proxy   contest,  or  the  Company  is  a  party  to  a   merger,
consolidation,  sale  of  assets, plan of  liquidation  or  other
reorganization not approved by at least two-thirds of the members
of the Board then in office, as a consequence of which members of
the  Board  in  office immediately prior to such  transaction  or
event constitute less than a majority of the Board thereafter; or
(iii) during any period of two consecutive years, other than as a
result  of  an event described in clause (a)(ii) of this  Section
17,  individuals who at the beginning of such period  constituted
the  Board  (including for this purpose any  new  director  whose
election or nomination for election by the Company's stockholders
was  approved  by a vote of at least two-thirds of the  directors
then  still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of
the Board.

                (b)  "Corporate Status" describes the status of a
person  who is or was a director, officer, employee or  agent  of
the  Company  or  of  any other corporation,  partnership,  joint
venture,  trust, employee benefit plan or other enterprise  which
such person is or was serving at the request of the Company.

                (c)  "Disinterested Director" means a director of
the  Company who is not and was not a party to the Proceeding  in
respect of which indemnification is sought by Indemnitee.

                (d)   "Effective Date" means the date upon  which
this agreement was executed by the Company.

                (e)  "Enterprise" shall mean the Company and  any
other  corporation, partnership, joint venture,  trust,  employee
benefit  plan or other enterprise of which Indemnitee is  or  was
serving  at  the  express written request of  the  Company  as  a
director, officer, employee, agent or fiduciary.

                (f)   "Expenses"  shall  include  all  reasonable
attorneys'  fees, retainers, court costs, transcript costs,  fees
of  experts,  witness fees, travel expenses,  duplicating  costs,
printing  and binding costs, telephone charges, postage, delivery
service  fees,  and all other disbursements or  expenses  of  the
types   customarily  incurred  in  connection  with  prosecuting,
defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, a
Proceeding.

                (g)   "Good  Faith" shall mean Indemnitee  having
acted  in  good  faith  and  in  a manner  Indemnitee  reasonably
believed  to  be in or not opposed to the best interests  of  the
Company, and, with respect to any criminal Proceeding, having had
no reasonable cause to believe Indemnitee's conduct was unlawful.

                (h)  "Independent Counsel" means a law firm, or a
member  of  a  law  firm,  that  is  experienced  in  matters  of
corporation  law and neither presently is, nor in the  past  five
years  has  been,  retained to represent:   (i)  the  Company  or
Indemnitee  in  any matter material to either such  party  (other
than with respect to matters concerning the Indemnitee under this
Agreement,  or of other indemnitees under similar indemnification
agreements),  or  (ii) any other party to the  Proceeding  giving
rise  to  a claim for indemnification hereunder.  Notwithstanding
the  foregoing, the term "Independent Counsel" shall not  include
any  person  who, under the applicable standards of  professional
conduct  then  prevailing, would have a conflict of  interest  in
representing  either the Company or Indemnitee in  an  action  to
determine Indemnitee's rights under this Agreement.  The  Company
agrees to pay the reasonable fees and expenses of the Independent
Counsel  referred  to above and to fully indemnify  such  counsel
against  any  and all Expenses, claims, liabilities  and  damages
arising  out  of or relating to this Agreement or its  engagement
pursuant hereto.

               (i)  "Proceeding" includes any threatened, pending
or   completed  action,  suit,  arbitration,  alternate   dispute
resolution   mechanism,  investigation,  inquiry,  administrative
hearing  or any other actual, threatened or completed proceeding,
whether  brought by or in the right of the Company  or  otherwise
and whether civil, criminal, administrative or investigative,  in
which  Indemnitee  was,  is or will be involved  as  a  party  or
otherwise,  by reason of the fact that Indemnitee  is  or  was  a
director or officer of the Company, by reason of any action taken
by him or of any inaction on his part while acting as director or
officer  of the Company, or by reason of the fact that he  is  or
was serving at the request of the Company as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise, in each case whether  or  not
he  is  acting  or serving in any such capacity at the  time  any
liability  or  expense is incurred for which  indemnification  or
advancement  of  Expenses can be provided under  this  Agreement;
except one initiated by an Indemnitee pursuant to Section  10  of
this Agreement to enforce his rights under this Agreement.

                 (j)   References  to  "other  enterprise"  shall
include  employee  benefit  plans; references  to  "fines"  shall
include  any  excise tax assessed with respect  to  any  employee
benefit  plan;  references to "serving  at  the  request  of  the
Company"  shall  include  any service  as  a  director,  officer,
employee  or  agent of the Company which imposes  duties  on,  or
involves  services by, such director, officer, employee or  agent
with  respect  to  an employee benefit plan, as  participants  or
beneficiaries; and a person who acted in good faith  and  in  the
manner  he  reasonably  believed to be in the  interests  of  the
participants and beneficiaries of an employee benefit plan  shall
not  be  deemed to have acted in manner "not opposed to the  best
interests of the Company" as referred to in this Agreement.

          Section 18.  Enforcement.

                (a)   The  Company expressly confirms and  agrees
that  it  has  entered  into  this  Agreement  and  assumed   the
obligations imposed on it hereby in order to induce Indemnitee to
continue  to  serve  as a director or executive  officer  of  the
Company, and the Company acknowledges that Indemnitee is  relying
upon this Agreement in serving as such.

                 (b)    This  Agreement  constitutes  the  entire
agreement between the parties hereto with respect to the  subject
matter   hereof   and   supersedes  all  prior   agreements   and
understandings,  oral, written and implied, between  the  parties
hereto with respect to the subject matter hereof.

           Section  19.  Modification and Waiver.  No supplement,
modification  or  amendment of this Agreement  shall  be  binding
unless  executed  in writing by both of the parties  hereto.   No
waiver of any of the provisions of this Agreement shall be deemed
or  shall  constitute  a  waiver of any other  provisions  hereof
(whether  or  not  similar) nor shall such  waiver  constitute  a
continuing waiver.

           Section 20.  Notice by Indemnitee.  Indemnitee  agrees
promptly to notify the Company in writing upon being served  with
any   summons,   citation,   subpoena,   complaint,   indictment,
information  or  other  document relating to  any  Proceeding  or
matter which may be subject to indemnification or advancement  of
Expenses  covered  hereunder.  The failure of  Indemnitee  to  so
notify  the  Company  shall  not  relieve  the  Company  of   any
obligation  which  it  may  have to  the  Indemnitee  under  this
Agreement  or  otherwise, except to the  extent  the  Company  is
materially prejudiced by such failure.

           Section 21.  Notices.  All notices, requests,  demands
and  other communications hereunder shall be in writing and shall
be  deemed to have been duly given if (i) delivered by  hand  and
receipted  for  by  the  party  to  whom  said  notice  or  other
communication  shall  have  been  directed,  or  (ii)  mailed  by
certified  or registered mail with postage prepaid, on the  third
business day after the date on which it is so mailed:

               (a)  If to Indemnitee, to:

                    Indemnitee
                    Mailing address
                    City, State Zip Code


               (b)  If to the Company, to:

                    Intergraph Corporation
                    Attention:Legal Department
                    HQ034
                    Huntsville, Alabama  35894

or to such other address as may have been furnished to Indemnitee
by  the Company or to the Company by Indemnitee, as the case  may
be.

           Section  22.   Contribution.  To  the  fullest  extent
permissible under applicable law, if the indemnification provided
for in this Agreement is unavailable to Indemnitee for any reason
whatsoever,  the  Company,  in lieu of  indemnifying  Indemnitee,
shall  contribute  to the amount incurred by Indemnitee,  whether
for judgments, fines, penalties, excise taxes, amounts paid or to
be paid in settlement and/or for Expenses, in connection with any
claim relating to an indemnifiable event under this Agreement, in
such proportion as is deemed fair and reasonable in light of  all
of  the  circumstances of such Proceeding  in  order  to  reflect
(i)  the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to
such  Proceeding; and/or (ii) the relative fault of  the  Company
(and   its   directors,  officers,  employees  and  agents)   and
Indemnitee    in    connection   with   such   event(s)    and/or
transaction(s).

           Section  23.  Governing Law.  This Agreement  and  the
legal  relations  among the parties shall  be  governed  by,  and
construed and enforced in accordance with, the laws of the  State
of Delaware, without regard to its conflict of laws rules.

           Section  24.   Miscellaneous.  Use  of  the  masculine
pronoun  shall be deemed to include usage of the feminine pronoun
where appropriate.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement on the day and year first above written.


                                   INTERGRAPH CORPORATION

                                   By:
                                   Name:  
                                   Title: 
                                        



                                   Indemnitee:  
                                   Address: