Indemnification Agreement


     This  Agreement,  made and entered into  this  ----  day  of
----------,   2002  ("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, 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 of Directors of the Company (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,  as  amended
and/or   restated   from  time  to  time  (the  "Certificate   of
Incorporation"),  and  Restated Bylaws of  the  Company  and  any
resolutions adopted pursuant thereto, and shall not be  deemed  a
substitute  therefor, 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 13.

          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. 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 (as a witness
or otherwise) 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 (including all interest,
assessments and other charges paid or payable in connection with
or in respect of such 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
(as a witness or otherwise) 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, 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; 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 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 or in
defense of any claim, issue or matter therein, in whole or in
part, 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. If the Indemnitee is not wholly
successful in such Proceeding, the Company also shall indemnify
Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue or
matter on which the Indemnitee was successful. 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. Advances shall be made without regard to
Indemnitee's ability to repay the Expenses and without regard to
Indemnitee's ultimate entitlement to indemnification under the
provisions of this Agreement. 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 18 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. 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 or
delayed.

          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 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.

                 (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, Section 6, the last sentence  of
Section  8(b),  or  the last sentence of Section  18(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 Section 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.   In  any  judicial  proceeding
or arbitration  commenced  pursuant to this Section  10,  Indemnitee
shall  be  presumed to be entitled to indemnification under  this
Agreement  and  the  Company shall have  the  burden  of  proving
Indemnitee  is not entitled to indemnification or advancement  of
Expenses, as the case may be, and the Company may not refer to or
introduce  into  evidence any determination pursuant  to  Section
8(b) of this Agreement adverse to Indemnitee for any purpose.  If
Indemnitee   commences  a  judicial  proceeding  or   arbitration
pursuant to this Section 10, Indemnitee shall not be required  to
reimburse  the  Company for any advances pursuant  to  Section  7
until  a final determination is made with respect to Indemnitee's
entitlement to indemnification (as to which all rights of  appeal
have been exhausted or lapsed).

                 (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)  The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after
the Company's receipt of such written request) advance such Expenses
to Indemnitee, which are incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee
(i) to enforce his rights under, or to recover damages for breach
of, this Agreement or any other indemnification, advancement or
contribution agreement or provision of the Charter or the
Company's Bylaws now or hereafter in effect; or (ii) for recovery
or advances under any insurance policy maintained by any person
for the benefit of Indemnitee, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification,
advance, contribution or insurance recovery, as the case may be.

                 (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.

                 (f)  Interest shall be paid by the Company to
Indemnitee at the legal rate under Delaware law for amounts which
the Company indemnifies or is obliged to indemnify for the period
commencing with the date on which Indemnitee requests indemnification,
contribution, reimbursement or advancement of any Expenses and
ending with the date on which such payment is made to Indemnitee
by the Company.


          Section 11.    Security. Notwithstanding anything herein
to the contrary, to the extent requested by the Indemnitee and
approved by  the Board, the Company may at any time and from time to
time provide  security to the Indemnitee for the Company's obligations
hereunder  through  an irrevocable bank line  of  credit,  funded
trust  or  other collateral. Any such security, once provided  to
the  Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.

          Section 12.    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.  If, at the time the Company receives notice
from  any source  of  a Proceeding as to which Indemnitee is a party
or a participant (as a witness or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give
prompt  notice  of such Proceeding to the insurers in  accordance
with  the  procedures set forth in the respective  policies.  The
Company  shall thereafter take all necessary or desirable  action
to  cause such insurers to pay, on behalf of the Indemnitee,  all
amounts payable as a result of such Proceeding in accordance with
the terms of such 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 13.    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 14.    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 15.    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 16.    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 17.    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 18.    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
18,  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 19.    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.

                 (c)  The indemnification and advancement of expenses
provided by, or granted pursuant to this Agreement shall be binding upon
and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all
or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent of the Company or of any
other Enterprise at the Company's request, and shall inure to the
benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal
representatives.

                 (d)  The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part, of
the business and/or assets of the Company, by written agreement
in form and substance satisfactory to the Indemnitee, expressly
to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to
perform if no such succession had taken place.

                 (e)  The Company and Indemnitee agree herein that a
monetary remedy for breach of this Agreement, at some later date, may
be inadequate, impracticable and difficult of proof, and further
agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce
this Agreement by seeking injunctive relief and/or specific
performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief
and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which he may be
entitled. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and
injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the
necessity of posting bonds or other undertaking in connection
therewith. The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by
the Court, and the Company hereby waives any such requirement of
such a bond or undertaking.

          Section 20.    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 21.    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 22.    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 23.    Contribution; Joint Liability.

                 (a)  To the fullest extent permissible under
applicable law, if the indemnification and hold harmless rights
provided for in this Agreement are unavailable to Indemnitee in
whole or in  part  for any  reason whatsoever, the Company, in
lieu of indemnifying  and holding  harmless Indemnitee, shall pay,
in the  first  instance, the  entire amount incurred by Indemnitee,
whether for judgments, liabilities,  fines, penalties, amounts paid
or  to  be  paid  in settlement and/or for Expenses, in connection
with any Proceeding without  requiring Indemnitee to contribute to
such payment,  and the   Company  hereby  waives  and  relinquishes
any  right   of contribution it may have at any time against Indemnitee.

                 (b)  The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted
against Indemnitee.

                 (c)  The Company hereby agrees to fully indemnify
and hold harmless Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other
than Indemnitee who may be jointly liable with Indemnitee.

          Section 24.    Applicable Law and Consent to Jurisdiction.
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. Except with respect to any arbitration commenced  by
Indemnitee  pursuant  to  Section 10(a) of  this  Agreement,  the
Company  and  Indemnitee hereby irrevocably  and  unconditionally
(i)  agree  that any action or proceeding arising out  of  or  in
connection  with  this Agreement shall be  brought  only  in  the
Chancery  Court of the State of Delaware (the "Chancery  Court"),
and  not in any other state or federal court in the United States
of  America  or any court in any other country, (ii)  consent  to
submit  to  the exclusive jurisdiction of the Chancery Court  for
purposes  of  any  action or proceeding  arising  out  of  or  in
connection with this Agreement, (iii) appoint, to the extent such
party  is  not  a resident of the State of Delaware,  irrevocably
RL&F  Service Corp., One Rodney Square, 10th Floor, 10th and King
Streets, Wilmington, Delaware 19801 as its agent in the State  of
Delaware as such party's agent for acceptance of legal process in
connection with any such action or proceeding against such  party
with  the  same legal force and validity as if served  upon  such
party  personally within the State of Delaware,  (iv)  waive  any
objection to the laying of venue of any such action or proceeding
in  the Chancery Court, and (v) waive, and agree not to plead  or
to  make, any claim that any such action or proceeding brought in
the   Chancery  Court  has  been  brought  in  an   improper   or
inconvenient forum, or is subject (in whole or in part) to a jury
trial.

          Section 25.    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:
                                      ---------------------------