**EXECUTION COPY**

GOLDMAN SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | TEL:  212-902-1000

Opening Transaction
| **To:**      | Intergraph CorporationOne Madison Industrial ParkHuntsville, AL 35894-0001 |
|--------------|----------------------------------------------------------------------------|
| **From:**    | Goldman, Sachs & Co.                                                   |
| **Subject:** | Accelerated Share Repurchase Transaction - VWAP Pricing                    |
| **Ref. No:** | EN40ZG000000000                                                            |
| **Date:**    | July 28, 2004                                                              |
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                             This master confirmation ("Master Confirmation") dated as of July 28, 2004, is intended tosupplement the terms and provisions of certain Transactions (each, a "Transaction") entered into from time to time between Goldman, Sachs & Co. ("GS&Co.") and Intergraph Corporation ("Counterparty").  This Master Confirmation, taken alone, is neither acommitment by either party to enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Annex A hereto and which references this Master Confirmation, inwhich event the terms and provisions of this Master Confirmation shall be deemed to be incorporated into and made a part of each such Supplemental Confirmation.  This Master Confirmation and each Supplemental Confirmation together shall constitute a"Confirmation" as referred to in the Agreement specified below.

                             The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions(the "Equity Definitions"), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation.  This Master Confirmation and each Supplemental Confirmation evidences a complete binding agreement between theCounterparty and GS&Co. as to the terms of each Transaction to which this Master Confirmation and the related Supplemental Confirmation relates.

                             GS&Co. and Counterparty agree to use all reasonable efforts promptly to negotiate,execute and deliver an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form" or the "Agreement"), with such modifications as GS&Co. and Counterparty will in good faith agree.  Upon the execution by GS&Co.and Counterparty of the Agreement, this Master Confirmation and each Supplemental Confirmation will supplement, form a part of, and be subject to the Agreement.  All provisions contained in or incorporated by reference in the Agreement upon its execution willgovern this Master Confirmation and each Supplemental Confirmation except as expressly modified below.  Until GS&Co. and Counterparty execute and deliver the Agreement, this Master Confirmation and each Supplemental Confirmation, together with all otherdocuments referring to the Agreement confirming Transactions entered into between GS&Co. and Counterparty (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to the ISDA Form as if GS&Co. andCounterparty had executed the Agreement (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars ("USD") as the Termination Currency,(ii) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions, (iii) the replacement of the word "third" in the last line of Section 5(a)(i) with the word "first" and (iv) the election that the "Cross Default"provisions of Section 5(a)(vi) shall apply to Counterparty, with a "Threshold Amount" of USD 50 million).

                             All provisions contained in the Agreement shall govern this Master Confirmation and therelated Supplemental Confirmation relating to a Transaction except as expressly modified below or in the related Supplemental Confirmation.  With respect to any relevant Transaction, the Agreement, this Master Confirmation and the related SupplementalConfirmation shall represent the entire agreement and understanding of the parties with respect to the subject matter and terms of such Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

                             If, in relation to any Transaction to which this Master Confirmation and relatedSupplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions that are incorporated into any Supplemental Confirmation, the following will prevail for purposes ofsuch Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

                             1.           Each Transactionconstitutes a Share Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditions which, together with the terms and conditions set forth in each Supplemental Confirmation (in respect of each relevant Transaction),shall govern each such Transaction.

General Terms:
| Trade Date:                            | For each Transaction, as set forth in the Supplemental Confirmation.                                                                                                                                                                                             |
|----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Seller:                                | Counterparty                                                                                                                                                                                                                                                     |
| Buyer:                                 | GS&Co.                                                                                                                                                                                                                                                       |
| Shares:                                | Common Stock of Counterparty (Ticker: INGR)                                                                                                                                                                                                                      |
| Number of Shares:                      | For each Transaction, as set forth in the Supplemental Confirmation.                                                                                                                                                                                             |
| Forward Price:                         | For each Transaction, as set forth in the Supplemental Confirmation.                                                                                                                                                                                             |
| Prepayment:                            | Not Applicable                                                                                                                                                                                                                                                   |
| Variable Obligation:                   | Not Applicable                                                                                                                                                                                                                                                   |
| Exchange:                              | NASDAQ National Market                                                                                                                                                                                                                                           |
| Related Exchange(s):                   | All Exchanges                                                                                                                                                                                                                                                    |
| Market Disruption Event:               | The definition of "Market Disruption Event" in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words "at any time on any Scheduled Trading Day during the Valuation Period or" after the word "material," in the third line thereof. |
| Conterparty Additional Payment Amount: | For each Transaction, as set forth in the Supplemental Confirmation.                                                                                                                                                                                        |

 Valuation:
| Valuation Period: | Each Scheduled Trading Day during the period commencing on and including the first succeeding Scheduled Trading Day following the Trade Date, to and including the Valuation Date (but excluding any day(s) on which the Valuation Period is suspended in accordancewith Section 5 herein and including any day(s) by which the Valuation Period is extended pursuant to the provision below).  Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Valuation Period is a Disrupted Day, the Valuation Date shall be postponed and the Calculation Agent in its sole discretion shall extend theValuation Period and in good faith make adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such reasonable and appropriate adjustments based on, among other factors, the duration of any Market Disruption Eventand the volume, historical trading patterns and price of the Shares.  To the extent that there are 9 consecutive Disrupted Days during the Valuation Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent shall have the option inits sole discretion to either determine the Relevant Price using its good faith estimate of the value for the Share on such 9th consecutive day or elect to further extend the Valuation Period as it deems necessary. |
|-------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Valuation Date:   | For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of "Valuation Period" and Section 5 herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 Settlement Terms:
| Settlement Currency:                                         | USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Settlement Method Election:                                  | Applicable; provided that (a) Section 7.1 of the Equity Definitions is hereby amended by deleting the word "Physical" in the sixth line thereof and replacing it with the words "Net Share" and deleting the word "Physical" in the last line thereof and replacingit with word "Cash" and (b) in the event that GS&Co. would deliver to the Counterparty an amount of Shares under Net Share Settlement, Cash Settlement shall be applicable in lieu of Net Share Settlement.                                                                                                                                                                                                                       |
| Electing Party:                                              | Counterparty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Settlement Method Election Date:                             | 20 Scheduled Trading Days prior to the originally scheduled Valuation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Default Settlement Method:                                   | Cash Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Forward Cash Settlement Amount:                              | An amount in the Settlement Currency equal to the sum of (a) the Number of Shares multiplied by an amount equal to (i) the Settlement Price minus (ii) the Forward Price plus (b) the Counterparty Additional Payment Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Settlement Price:                                            | The arithmetic mean of the Relevant Prices of the Shares for each Exchange Business Day in the Valuation Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Relevant Price:                                              | The NASDAQ Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day (without regard to pre-open or after hours trading outside of such regulartrading session) as published by Bloomberg at 4:15p.m. New York time on such date.  For purposes of calculating Relevant Price, the Calculation Agent will include only those trades which are reported during the period of time during which Counterparty couldpurchase its own shares under the Rule 10b-18(b)(2), and pursuant to the conditions of Rule 10b-18(b)(3) and (b)(4) each under the Exchange Act (as defined herein). |
| Cash Settlement Payment Date:                                | 3 Currency Business Days after the Valuation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Counterparty's Contact Details for Purpose of Giving Notice: |  Telephone No.:  (256) 730-2171Facsimile No.:   (256) 730-2048Attention:  Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                              | With a copy to:General CounselTelephone No.:  (256) 730-2032Facsimile No.:   (256) 730-2247                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| GS&Co.'s Contact Details for Purpose of Giving Notice:   |  Telephone No.:  (212) 902-8996Facsimile No.:   (212) 902-0112Attention:  Equity Operations:  Options and Derivatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                              | With a copy to:Jim ZiperskiEquity Capital MarketsOne New York PlazaNew York, NY 10004Telephone No.:  (212) 902-8557Facsimile No.:  (212) 346-2126                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 Net Share Settlement:
| Net Share Settlement Procedures: | Net Share Settlement shall be made in accordance with the procedures attached hereto as Annex B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Net Share Settlement Price:      | (a) in respect of any Share for which the Exchange is an auction or "open outcry" exchange that has a price as of the Valuation Time at which any trade can be submitted for execution, the Net Share Settlement Price shall be the price per Share as of the ValuationTime on the Net Share Valuation Date as reported in the official real-time price dissemination mechanism for such Exchange, (b) in respect of any Share for which the Exchange is a dealer exchange or dealer quotation system, the Net Share Settlement Price shall be the mid-point of the highest bid and lowest ask prices quoted as of the Valuation Time on the Net Share Valuation Date (or the last such prices quoted immediately before the Valuation Time) without regard to quotations that "lock" or "cross" the dealer exchange or dealer quotation system.  In all cases the Net Share Settlement Price shall be reduced by the per Share amount of the underwriting discount and/or commissions agreed to pursuant to the equity underwriting agreement contemplated by the Net Share Settlement Procedures and (c) notwithstanding anything to the contrary in (b) above, where NASDAQ is the Exchange, the Net Share Settlement Price will be the NASDAQ Official Closing Price (NOCP) as of the Valuation Time on the Net Share Valuation Date as reported in the official price determination mechanism for the Exchange. |
| Valuation Time:                  | As provided in Section 6.1 of the Equity Definitions; provided that Section 6.1 of the Equity Definitions is hereby amended by inserting the words "Net Share", before the words "Valuation Date" in the first and third lines thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Net Share Valuation Date:        | The Exchange Business Day immediately following the Valuation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Net Share Settlement Date:       | The third Exchange Business Day immediately following the Valuation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Reserved Shares:                 | Initially, 5,000,000 Shares.  The Reserved Shares may be increased or decreased in a Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 Share Adjustments:
| Method of Adjustment: | Calculation Agent Adjustment |
|-----------------------|------------------------------|

 Extraordinary Events:

Consequences of Merger Events:
| (b)                | Share-for-Other:    | Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration. |
|--------------------|---------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)                | Share-for-Combined: | Component Adjustment                                                                                                                                                          |
| Determining Party: | GS&Co.          |
| Tender Offer: | Applicable, provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing the number "10" in the third line thereof with the number "15". |
|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 Consequences of Tender Offers:
| (a)                | Share-for-Share:    | Modified Calculation Agent Adjustment                                                                                                                                         |
|--------------------|---------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)                | Share-for-Other:    | Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration. |
| (c)                | Share-for-Combined: | Component Adjustment                                                                                                                                                          |
| Determining Party: | GS&Co.          |
| Nationalization, Insolvency or Delisting: | Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange. |
|-------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 Additional Disruption Events:
|                                                          | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Change in Law:        | Applicable                                                                                                                                                                                                                                                                                   |
|---------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Failure to Deliver:   | Not Applicable                                                                                                                                                                                                                                                                               |
|                                                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Insolvency Filing:    | Applicable                                                                                                                                                                                                                                                                                   |
|                                                          | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Loss of Stock Borrow: | Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words "at a rate equal to or less than the Maximum Stock Loan Rate" and replacing them with "at a rate of return on cash collateral equal to orgreater than zero".  |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Hedging Party:        | GS&Co.                                                                                                                                                                                                                                                                                   |
|                                                          | Determining Party:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | GS&Co.            |
| Non-Reliance:                                                 | Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Agreements and Acknowledgements Regarding Hedging Activities: | Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Additional Acknowledgements:                                  | Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Net Share Settlement following Extraordinary Event:           | Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it pursuant to Sections 12.7 or 12.9 of the Equity Definitions (except with respect to any portion of the consideration for the Shares consisting of cash inthe event of a Merger Event or Tender Offer but including any Special Termination Amount) following the occurrence of an Extraordinary Event by electing to Net Share Settle the Transactions under this Master Confirmation in accordance with the terms, and subject tothe conditions, for Net Share Settlement herein by giving written notice to GS&Co. of such election on the day that the notice fixing the date that the Transactions are terminated or cancelled, as the case may be, (the "Cancellation Date") pursuant to theapplicable provisions of Section 12 of the Equity Definitions is effective.  If Counterparty elects Net Share Settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing the date that the Transactions are terminated orcancelled, as the case may be; provided that the Net Share Valuation Date shall be either the  Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective,(b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Cancellation Date and (c) all references to the Forward Cash Settlement Amount in Annex B hereto shall be deemed to be references to the CancellationAmount. |
| Net Share Settlement Upon Early Termination:                  | Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it (the "Early Termination Amount") pursuant to Sections 6(d) and 6(e) of the Agreement (including any Special Termination Amount) following the occurrenceof an Early Termination Date in respect of the Agreement by electing to Net Share Settle all the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Net Share Settlement herein by giving written notice toGS&Co. of such election on the day that the notice fixing an Early Termination Date is effective.  If Counterparty elects Net Share Settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing an Early Termination Date;provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shallbe deemed to be the Exchange Business Day immediately following the Early Termination Date and (c) all references to Forward Cash Settlement Amount in Annex B hereto shall be deemed references to the Early Termination Amount.                                                                                                                                                                                                                                                                                                         |
| Transfer:                                                     | Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an affiliate of GS&Co. that isfully and unconditionally guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| GS&Co. Payment Instructions:                              | Chase Manhattan Bank New York For A/C Goldman, Sachs & Co. A/C # 930-1-011483 ABA:  021-000021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Counterparty Payment Instructions:                            | To be provided by Counterparty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

                             2.           CalculationAgent:  GS&Co.

                             3.           Representations,Warranties and Covenants of GS&Co. and Counterparty. 

                             (a)          Each party represents andwarrants that it (i) is an "eligible contract participant", as defined in the U.S. Commodity Exchange Act, as amended and (ii) is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for thebenefit of any third party.

                             (b)          Each party acknowledgesthat the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("RegulationD").  Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an "accredited investor"as that term is defined under Regulation D, (iii) it will purchase each Transaction for investment and not with a view to the distribution or resale thereof, and (iv) the disposition of each Transaction is restricted under this Master Confirmation and eachSupplemental Confirmation, the Securities Act and state securities laws.

                             (c)          GS&Co. herebyrepresents, warrants and covenants to Counterparty that during the Valuation Period it will use its good faith efforts to comply with the provisions of Rule 10b-18(b) of the Exchange Act to the extent that it purchases any Shares in connection with its HedgePositions and that GS&Co. has and will maintain through the Valuation Date reasonable policies and procedures, taking into consideration the nature of its business, to ensure that individuals making investment decisions with respect to the Shares or anyTransaction would not violate the laws prohibiting trading on the basis of material nonpublic information. 

                             4.           AdditionalRepresentations, Warranties and Covenants of Counterparty.

                             As of (i) the date hereof and (ii) the period of time from the time at which Counterparty places an order with GS&Co. for a Transaction until the time that each party has fully performed all of its obligations under the related Transaction, Counterpartyrepresents, warrants and covenants to GS&Co. that:

                             (a)          the purchase or writing ofeach Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

                             (b)          it is not entering intoany Transaction on the basis of, or is aware of, any material non-public information with respect to the Shares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer; providedthat for the first Transaction only and the period of time from and including the Trade Date to, but excluding, the first day of the Valuation Period, such representation and warranty shall be made but for the information contained in a pressrelease, substantially in the form attached hereto as Annex C (the "Press Release"), relating to the Shares; 

                             (c)          for thefirst Transaction only, the Counterparty will cause the Press Release to be published through a widely circulated wire service, substantially in the same form as Annex C attached hereto, no later than 9:30 am on July 29, 2004;

                             (d)          it is not entering intoany Transaction to create, and will not engage in any other activity or securities or derivative transaction to create, a false or misleading appearance of active trading or market activity in the Shares (or any security convertible into or exchangeable for theShares), or which would otherwise violate Sections 9(a) or 10(b) of the Exchange Act;

                             (e)          Counterparty is incompliance with its reporting obligations under the Exchange Act in all material aspects and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented tothe date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances inwhich they were made, not misleading;

                             (f)          each Transaction is beingentered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program;

                             (g)          notwithstanding thegenerality of Section 13.1 of the Equity Definitions, GS&Co. is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 149 or 150, EITF 00-19 (or any successor issue statements) or under FASB'sLiabilities & Equity Project;

                             (h)          it has not, and during anyValuation Period (as extended pursuant to the provisions of Section 5 and  "Valuation Period" herein) will not, enter into agreements similar to the Transactions described herein where the valuation period in such other transaction will overlap at any time(including as a result of extensions in such valuation period as provided in the relevant agreements) with any Valuation Period (as extended pursuant to the provisions of Section 5 and "Valuation Period" herein) under this Master Confirmation.  In the event thatthe valuation period in any other similar transaction overlaps with any Valuation Period under this Master Confirmation as a result of any extension made pursuant to the provisions of Section 5 and "Valuation Period" herein, Counterparty shall promptly amend suchtransaction to avoid any such overlap;

                             (i)          during the ValuationPeriod (as extended or suspended pursuant to the provisions of Section 5 and "Valuation Period" herein) the Shares or securities that are convertible into, or exchangeable or exercisable for Shares are not subject to a "restricted period" as such term is defined inRegulation M promulgated under the Exchange Act ("Regulation M"); and

                             (j)          it shall report eachTransaction as required under Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable.

                             5.           Suspension ofValuation Period. 

                             (a)          If Counterparty concludesthat it will be engaged in a distribution of the Shares for purposes of Regulation M, Counterparty agrees that it will, on one Scheduled Trading Day's written notice, direct GS&Co. not to purchase Shares in connection with hedging any Transaction during the"restricted period" (as defined in Regulation M).  If on any Scheduled Trading Day Counterparty delivers written notice (and confirms by telephone) by 8:30 a.m. New York Time (the "Notification Time") then such notice shall be effective to suspend the ValuationPeriod as of such Notification Time.  In the event that Counterparty delivers notice and/or confirms by telephone after the Notification Time, then the Valuation Period shall be suspended effective as of 8:30 a.m. New York Time on the following Scheduled TradingDay or as otherwise required by law or agreed between Counterparty and GS&Co.  The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day in such restricted period.

                             (b)          In the event thatGS&Co. concludes, in its good faith sole discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law orhave been voluntarily adopted by GS&Co.), for it to refrain from purchasing Shares on any Scheduled Trading Day during the Valuation Period, GS&Co. may by written notice to Counterparty elect to suspend the Valuation Period for such number of ScheduledTrading Days as is specified in the notice. The notice shall not specify, and GS&Co. shall not otherwise communicate to Counterparty, the reason for GS&Co.'s election to suspend the Valuation Period.  The Valuation Period shall be suspended and theValuation Date extended for each Scheduled Trading Day occurring during any such suspension.

                             (c)          On one occasion and uponwritten notice to GS&Co. prior to 8:30 a.m. New York time on any Scheduled Trading Day during the Valuation Period, Counterparty may elect to suspend the Valuation Period for such number of Scheduled Trading Days as is specified in the notice up to a maximum of30 calendar days.  The notice shall not specify, and Counterparty shall not otherwise communicate to GS&Co., the reason for Counterparty's election to suspend the Valuation Period.  The Valuation Period shall be suspended and the Valuation Date extendedfor each Scheduled Trading Day occurring during any such suspension.

                             (d)          In the event that theValuation Period is suspended pursuant to Sections 5(a), (b) or (c) above during the regular trading session on the Exchange then the Calculation Agent in its sole discretion shall, in calculating the Forward Cash Settlement Amount, extend the Valuation Period andmake reasonable and appropriate adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the duration of any such suspension and the volume, historical trading patternsand price of the Shares.

                             6.           CounterpartyPurchases.  Counterparty represents, warrants and covenants to GS&Co. that for each Transaction:

                             (a)          Counterparty (or any"affiliated purchaser" as defined in Rule 10b-18 under the Exchange Act ("Rule 10b-18")) shall not, without the prior written consent of GS&Co. (which will not be unreasonably withheld), purchase any Shares, listed contracts on the Shares or securities that areconvertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Valuation Period (as extended pursuant to the provisions of Section 5 and "Valuation Period"herein).  During this time, any such purchases by Counterparty shall be made through GS&Co., or if not through GS&Co., with the prior written consent of GS&Co. (not to be unreasonably withheld), and in compliance with Rule 10b-18 or otherwise ina manner that Counterparty and GS&Co. believe is in compliance with applicable requirements.  Any such purchase by Counterparty shall be disregarded for purposes of determining the Forward Cash Settlement Amount.  To the extent that Counterparty makesany such purchase other than through GS&Co., or other than in connection with any Transaction, Counterparty hereby represents and warrants to GS&Co. that it will not knowingly take other action that would or could cause GS&Co.'s purchases of the Sharesduring the Valuation Period not to comply with Rule 10b-18.  This subparagraph (a) shall not restrict any purchases by Counterparty of Shares effected during any suspension of any Valuation Period in accordance with Section 5 herein and any purchases duringsuch suspension shall be disregarded in calculating the Forward Cash Settlement Amount; and

                             (b)          Counterparty is enteringinto this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act ("Rule 10b5-1").  It is the intent of the parties that each Transaction enteredinto under this Master Confirmation comply with the requirements of Rule 10b5-1(c) and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).  Counterparty will not seek to control orinfluence GS&Co. over how, when or whether to make "purchases or sales" (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.'s decision to enter into anyhedging transactions.  Counterparty and GS&Co. each represent and warrant that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule10b5-1.

                             7.           AdditionalTermination Events.  Additional Termination Event will apply.  The following will constitute Additional Termination Events, in each case with Counterparty as the sole Affected Party:

                             (a)          Counterparty fails tomaintain a $100,000,000 minimum cash or cash equivalent balance (Counterparty herby covenants to immediately notify GS&Co. of the occurrence of the foregoing);

                             (b)          Notwithstanding anythingto the contrary in the Equity Definitions, the occurrence of a Nationalization, Insolvency or a Delisting (in each case effective on the Announcement Date as determined by the Calculation Agent);

                             (c)          Notwithstanding anythingto the contrary in the Equity Definitions, the occurrence of a Merger Event (effective on the Merger Date) or a Tender Offer (effective on the Tender Offer Date) in respect of which any Other Consideration received for the Shares does not consist of cash.  Forthe avoidance of doubt, in the event that any portion of the consideration received for the Shares consists of cash or New Shares, this Additional Termination Event shall only apply with respect to all or any Transaction(s) (or portions thereof) remaining aftergiving effect to the provisions in "Consequences of Merger Events"  or  "Consequences of Tender Offers", as the case may be, above;

                             (d)          notwithstanding anythingto the contrary in the Equity Definitions, an Extraordinary Dividend is declared by the Issuer.

                             8.           AutomaticTermination Provisions.  Notwithstanding anything to the contrary in Section 6 of the Agreement:

                             (a)          An Additional TerminationEvent with Counterparty as the sole Affected Party will automatically occur without any notice or action by GS&Co. or Counterparty if the price of the Shares on the Exchange at any time falls below the Termination Price (as specified in the related SupplementalConfirmation) provided that (for the avoidance of doubt only) such Additional Termination Event shall be an Additional Termination Event only with respect to the Transaction documented in such related Supplemental Confirmation.  The Exchange Business Day thatthe price of the Shares on the Exchange at any time falls below the Termination Price will be the "Early Termination Date" for purposes of the Agreement.

                             (b)          Notwithstanding anythingto the contrary in Section 6(d) of the Agreement, following the occurrence of such an Additional Termination Event, GS&Co. will notify Counterparty of the amount owing under Section 6(e) of the Agreement within a commercially reasonable time period (with suchperiod based upon the amount of time, determined in good faith by GS&Co. (or any of its Affiliates) in its sole discretion, that it would take to unwind any of its Hedge Position(s) related to the Transaction in a commercially reasonable manner based on relevantmarket indicia).  For purposes of the "Net Share Settlement Upon Early Termination" provisions herein, (i) the date that such notice is effective (the "Notice Date") shall constitute the "Net Share Valuation Date", (ii) the Exchange Business Day immediatelyfollowing the Notice Date shall be the Net Share Settlement Date and (iii) all references to the Forward Cash Settlement Amount in Annex B hereto shall be deemed to be the Early Termination Amount.

                             9.           Special Provisionsfor Merger Events.  Notwithstanding anything to the contrary herein or in the Equity Definitions, to the extent that an Announcement Date for a potential Merger Transaction occurs during any Valuation Period:

                             (a)          Promptly after requestfrom GS&Co., Counterparty shall provide GS&Co. with written notice specifying (i) Counterparty's average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the Announcement Date that were noteffected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the Announcement Date.  Such written notice shall be deemed tobe a certification by Counterparty to GS&Co. that such information is true and correct.  Counterparty understands that GS&Co. will use this information in calculating the trading volume for purposes of Rule 10b-18; and

                             (b)          GS&Co. in its goodfaith sole discretion may, following notice to and consultation with the Counterparty (i) make reasonable and appropriate adjustments to the terms of any Transaction, including, without limitation, the Valuation Date, any Counterparty Additional Payment Amount andthe Number of Shares to account for the number of Shares that could be purchased on each day during the Valuation Period in compliance with Rule 10b-18 following the Announcement Date or (ii) treat the occurrence of the Announcement Date as an Additional TerminationEvent with Counterparty as the sole Affected Party in its commercially reasonable discretion based on its or any of its Affiliates' Hedge Positions. 

                             "Merger Transaction" means any merger, acquisition or similar transaction involving arecapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

                             10.          Special Calculation andSettlement Following Early Termination and Extraordinary Events.  Notwithstanding anything to the contrary in this Master Confirmation or any Confirmation hereunder, in the event that an Extraordinary Event under Article 12 of the Equity Definitions occursor an Early Termination Date occurs or is designated with respect to any Transaction (each an "Affected Transaction"), then GS&Co. may require, in its sole discretion, by notice to Counterparty, to have Counterparty deliver, in its sole discretion, either theNumber of Early Settlement Shares or pay the Early Settlement Cash Amount to GS&Co. on the date that such notice is effective and either GS&Co. shall pay to Counterparty the Special Termination Amount, if positive, or Counterparty shall pay to GS&Co. theabsolute value of the Special Termination Amount, if negative.  To the extent that Counterparty elects to deliver Shares to GS&Co. accompanied by an effective Registration Statement (satisfactory to GS&Co. in its sole discretion) covering such Shares,Counterparty must be in compliance with the conditions specified in (iii) though (ix) in Annex B hereto at the time of such delivery.  If Counterparty elects to deliver Unregistered Shares (as defined in Annex B) to GS&Co., Counterparty and GS&Co. willnegotiate in good faith on acceptable procedures and documentation relating to the sale of such Unregistered Shares.  Counterparty and GS&Co. agree that the payment of the Special Termination Amount and the delivery of the Early Settlement Shares or thepayment of the Early Settlement Cash Amount, as the case may be, satisfies in full any obligation of a party to make any payments pursuant to Section 6(e) of the Agreement or Article 12 of the Equity Definitions, as the case may be.

                             "Number of Early Settlement Shares" means a number of Shares as determined by GS&Co.in a good faith and commercially reasonable manner based on its or any of its Affiliates' Hedge Positions with respect to each Affected Transaction under this Master Confirmation.

                             "Early Settlement Cash Amount" means an amount in the Settlement Currency determined byGS&Co. in a good faith commercially reasonable manner based on relevant market indicia, including costs reasonably incurred or reasonably estimated to be incurred by GS&Co. in connection with the purchase and sale of Shares in order to close out GS&Co.'sor any of its Affiliates' Hedge Positions with respect to each Affected Transaction. 

                             "Special Termination Amount" means the sum of (a) either (1) the product of (i) theNumber of Early Settlement Shares multiplied by (ii) a per Share price (the "Early Termination Price") determined by GS&Co. in a good faith and commercially reasonable manner based on relevant market indicia, including GS&Co.'s funding costs associated withEarly Settlement Shares and costs reasonably incurred or reasonably estimated to be incurred by GS&Co. in connection with the purchase and sale of Shares in order to close out GS&Co.'s or any of its Affiliates' Hedge Positions with respect to each AffectedTransaction and, in the event that Counterparty delivers Unregistered Shares to GS&Co., whether GS&Co. and Counterparty have agreed on acceptable procedures and documentation relating to such Unregistered Shares as described above or (2) the Early SettlementCash Amount, as the case may be, and (b) any amount owing under Section 6(e) of the Agreement or pursuant to Article 12 of the Equity Definitions, as the case may be, by GS&Co. to Counterparty (expressed as a positive number) or by Counterparty to GS&Co.(expressed as a negative number).

                             11.          Acknowledgments. The parties hereto intend for:

                             (a)          Each Transaction to be a"securities contract" as defined in Section 741(7) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the "Bankruptcy Code"), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code, or a "forward contract" as defined in Section101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 555, 556, and 560 of the Bankruptcy Code;

                             (b)          A party's right toliquidate or terminate any Transaction, net out or offset termination values of payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a "contractual right" (asdefined in the Bankruptcy Code);

                             (c)          Any cash, securities orother property transferred as performance assurance, credit support or collateral with respect to each Transaction to constitute "margin payments" (as defined in the Bankruptcy Code); and

                             (d)          All payments for, under orin connection with each Transaction, all payments for the Shares and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code).

                             12.          Calculationson Early Termination and Set-Off.

                             (a)          Notwithstanding anythingto the contrary in the Agreement or the Equity Definitions, the calculation of any Settlement Amounts, Unpaid Amounts and amounts owed in respect of cancelled Transactions under Article 12 of the Equity Definitions shall be calculated separately for (A) allTerminated Transactions (it being understood that such term for the purposes of this paragraph includes cancelled Transactions under Article 12 of the Equity Definitions) in the Shares of the Issuer that qualify as equity under applicable accounting rules(collectively, the "Equity Shares") as reasonably determined in good faith by the Calculation Agent and (B) all other Terminated Transactions under the Agreement including, without limitation, Transactions in Shares other than those of the Issuer (collectively,the "Other Shares") and the netting and set-off provisions of the Agreement shall only operate to provide netting and set-off (i) among Terminated Transactions in the Equity Shares and (ii) among Terminated Transactions in the Other Shares.  In noevent shall the netting and set-off provisions of the Agreement operate to permit netting and set-off between Terminated Transactions in the Equity Shares and Terminated Transactions in the Other Shares.

                             (b)          The parties agree to amendSection 6 of the Agreement by adding a new Section 6(f) thereto as follows:
| "(f)  Upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party ("X"), the other party ("Y") will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation).  Y will give notice to the other party of any set-off effected under this Section 6(f).  

Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.  If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.  Nothing in this Section 6(f) shall be effective to create a charge or other security interest.  This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise)." |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                             13.          Payment Date Upon EarlyTermination.  Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amountpayable is effective, other than with respect to an Additional Termination Event under Section 7(c) or Section 7(d) of this Master Confirmation, in which case Section 6(d)(ii) of the Agreement will apply.

                             14.          GoverningLaw.  The Agreement, this Master Confirmation and each Supplemental Confirmation and all matters arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced inaccordance with, the law of the State of New York without reference to its choice of law doctrine.

                             15.          Offices.

                             (a)          The Office of GS&Co.for each Transaction is:  One New York Plaza, New York, New York 10004.  

                             (b)          The Office of Counterpartyfor each Transaction is:  288 Dunlop Blvd., Huntsville, Alabama 35894-0001.

**                             16.          Arbitration.**

**                             (a)          Arbitration is finaland binding on Counterparty and GS&Co.**

**                             (b)          Counterparty andGS&Co. are waiving their right to seek remedies in court, including the right to a jury trial.**

**                             (c)          Pre-arbitrationdiscovery is generally more limited than and different from court proceedings.**

**                             (d)          The arbitrator's awardis not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.**

**                             (e)          The panel ofarbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.**

**                             Any controversy between or among GS&Co. or its affiliates, or any of its or theirpartners, directors, agents or employees, on the one hand, and Counterparty or its agents and affiliates, on the other hand, arising out of or relating to the Agreement or any Transaction entered into hereunder, shall be settled by arbitration, in accordance with thethen current rules of, at Counterparty's election, the American Arbitration Association ("AAA") or the Board of Arbitration of the New York Stock Exchange, Inc. ("BANYSE").  If Counterparty does not make such election by registered mail addressed to GS&Co.within five (5) Exchange Business Days after receipt of notification from GS&Co. requesting such election, then Counterparty irrevocably authorizes GS&Co. to make such election on behalf of Counterparty.  The award of the arbitrators shall be final, andjudgment upon the award rendered may be entered in any court, state or Federal, having jurisdiction.**

**                             Neither party shall bring a putative or certified class action to arbitration, nor seekto enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class actionuntil:**

####                                (i)        the class certification isdenied;

####                               (ii)        the class is decertified;or

####                              (iii)        the party is excluded from the classby the court.

**Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under the Agreement except to the extent stated herein.**

                             17.  Counterparty hereby agrees (a) to check this Master Confirmationcarefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co.and Counterparty with respect to any Transaction, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to EquityDerivatives Documentation Department, facsimile No. 212-428-1980/83.
|  | Yours sincerely,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | **GOLDMAN, SACHS & CO.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  | By:                                                                                 Authorized Signatory                  |

 Agreed and Accepted By:

**INTERGRAPH CORPORATION**

 By:                                                                                                                 Name:        Title:

 

 

**ANNEX A**SUPPLEMENTAL CONFIRMATION
| **To:**      | Intergraph CorporationOne Madison Industrial ParkHuntsville, AL 35894-0001 |
|--------------|----------------------------------------------------------------------------|
| **From:**    | Goldman, Sachs & Co.                                                   |
| **Subject:** | Accelerated Share Repurchase Transaction -- VWAP Pricing                   |
| **Ref. No:** | EN40ZG000000000                                                            |
| **Date:**    | July 28, 2004                                                              |

****

|  |
|--|

                             The purpose of this Supplemental Confirmation is to confirm the terms and conditions ofthe Transaction entered into between Goldman, Sachs & Co. ("GS&Co.") and Intergraph Corporation ("Counterparty") (together, the "Contracting Parties") on the Trade Date specified below.  This Supplemental Confirmation is a binding contract betweenGS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

                             The definitions and provisions contained in the Master Confirmation specified below areincorporated into this Supplemental Confirmation.  In the event of any inconsistency between those definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.

1.           This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of ****July 28, 2004 (the "Master Confirmation") between the Contracting Parties,as amended and supplemented from time to time.  All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.           The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date:                             | July 28, 2004                                                                                                                                                                                                                                   |
|-----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Forward Price:                          | $ 26.33 per Share.  In a related transaction Counterparty agreed to purchase (exclusive of agreed fees and commissions) a number of Shares equal to the Number of Shares from GS&Co. on the Trade Date at the Forward Price per Share. |
| Valuation Date:                         | April 29, 2005                                                                                                                                                                                                                                  |
| Number of Shares:                       | 3,797,949                                                                                                                                                                                                                                       |
| Termination Price:                      | $15 per Share                                                                                                                                                                                                                                   |
| Counterparty Additional Payment Amount: | $0                                                                                                                                                                                                                                              |

3.           Counterparty represents and warrants to GS&Co. that neither it (nor any "affiliated purchaser" as defined in Rule 10b-18 under the Exchange Act) have made any purchases of blocks pursuant tothe proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date.

             Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified andrectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation orthis page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.
|  | Yours sincerely,**GOLDMAN, SACHS & CO.**                                                                                                                       |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |    By:  ___________________________________              Authorized Signatory |

 

Agreed and AcceptedBy:  **INTERGRAPH CORPORATION**

 

By:  __________________________________________        Name:        Title:

 

 

**ANNEX B**

NET SHARE SETTLEMENT PROCEDURES

                             The following Net Share Settlement Procedures shall apply to the extent that Counterpartyelects Net Share Settlement in accordance with the Master Confirmation:

                             Net Share Settlement shall be made by delivery of the number of Shares equal in value tothe Forward Cash Settlement Amount (the "Settlement Shares"), with such Shares' value based on the Net Share Settlement Price.  Delivery of such Settlement Shares shall be made free of any contractual or other restrictions in good transferable form on the NetShare Settlement Date with Counterparty (i) representing and warranting to GS&Co. at the time of such delivery that it has good, valid and marketable title or right to sell and transfer all such Shares to GS&Co. under the terms of the related Transaction freeof any lien charge, claim or other encumbrance and (ii) making the representations and agreements contained in Section 9.11(ii) through (iv) of the Equity Definitions to GS&Co. with respect to the Settlement Shares.  GS&Co. or any affiliate of GS&Co.designated by GS&Co. (GS&Co. or such affiliate, "GS") shall resell the Settlement Shares during a period (the "Resale Period") commencing no earlier than the Net Share Valuation Date.  The Resale Period shall end on the Exchange Business Day on which GScompletes the sale of all Settlement Shares or a sufficient number of Settlement Shares so that the realized net proceeds of such sales exceed the Forward Cash Settlement Amount.  Notwithstanding the foregoing, if resale by GS of the Settlement Shares, asdetermined by GS in its sole discretion (i) occurs during a distribution for purposes of Regulation M, and if GS would be subject to the restrictions of Rule 101 of Regulation M in connection with such distribution, the Resale Period will be postponed ortolled, as the case may be, until the Exchange Business Day immediately following the end of any "restricted period" as such term is defined in Regulation M with respect to such distribution under Regulation M or (ii) conflict with any legal, regulatory orself-regulatory requirements or related policies and procedures applicable to GS (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS), the Resale Period will be postponed or tolled, as the case may be,until such conflict is no longer applicable.  During the Resale Period, if the realized net proceeds from the resale of the Settlement Shares exceed the Forward Cash Settlement Amount, GS shall refund such excess in cash to Counterparty by the close of businesson the third Exchange Business Day immediately following the last day of the Resale Period.  If the Forward Cash Settlement Amount exceeds the realized net proceeds from such resale, Counterparty shall transfer to GS by the open of the regular trading session onthe Exchange on the third Scheduled Trading Day immediately following the last day of the Resale Period the amount of such excess (the "Additional Amount") in cash or in the number of Shares ("Make-whole Shares") in an amount that, based on the Net Share SettlementPrice on the last day of the Resale Period (as if such day was the "Net Share Valuation Date" for purposes of computing such Net Share Settlement Price), has a dollar value equal to the Additional Amount.  The Resale Period shall continue to enable the sale ofthe Make-whole Shares.  If Counterparty elects to pay the Additional Amount in Shares, the requirements and provisions set forth below shall apply.  This provision shall be applied successively until the Additional Amount is equal to zero.

Net Share Settlement of a Transaction is subject to the following conditions:

Counterparty at its sole expense shall:
|                (i)          as promptly as practicable (but in no event more than five (5) Exchange Business Days immediately following theSettlement Method Election Date or, in the case of an election of Net Share Settlement upon the occurrence of an Extraordinary Event or an Early Termination Date, no more than one Exchange Business Day immediately following either the Cancellation Date or the EarlyTermination Date, as the case may be) file under the Securities Act and use its best efforts to make effective, as promptly as practicable, a registration statement or supplement or amend an outstanding registration statement, in any such case, in form and substancereasonably satisfactory to GS (the "Registration Statement") covering the offering and sale by GS of not less than 150% of the Shares necessary to fulfill the Net Share Settlement delivery obligation by Counterparty (determining the number of such Shares to beregistered on the basis of the average of the Settlement Prices on the five (5) Exchange Business Days prior to the date of such filing, amendment or supplement, as the case may be); |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               (ii)          maintain the effectiveness of the Registration Statement until GS has sold all shares to be delivered byCounterparty in satisfaction of its Net Share Settlement obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|              (iii)          have afforded GS and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation ofCounterparty customary in scope for transactions in which GS acts as underwriter of equity securities, and GS shall have been satisfied (with the approval of its Commitments Committee in accordance with its customary review process) with the results of suchinvestigation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|               (iv)          have negotiated and entered into an agreement with GS providing for such covenants, conditions, representations andwarranties, underwriting discounts, commissions, indemnities and contribution rights as are customary for GS equity underwriting agreements, together with customary certificates and opinions of counsel and letters of independent auditors of Counterparty to bedelivered to GS covering the shares to be delivered by Counterparty in satisfaction of its Net Share Settlement obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                (v)          have delivered to GS such number of prospectuses relating thereto as GS shall have reasonably requested andshall promptly update and provide GS with replacement prospectuses as necessary to ensure the prospectus does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances in which they were made, not misleading;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|               (vi)          have retained for GS nationally-recognized underwriting counsel acceptable to GS (in its sole discretion) with broad experience in similar registered securities offerings and such counsel shall have agreed to act as such;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|              (vii)          have taken all steps necessary for the shares sold by GS to be listed or quoted on the primary exchange or quotationsystem that the Shares are listed or quoted on;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|             (viii)          have paid all reasonable and actual out-of-pocket costs and expenses of GS and all reasonable and actual fees and expenses ofGS's outside counsel and other independent experts in connection with the foregoing; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|               (ix)          take such action as is required to ensure that GS's sale of the Shares does not violate, or result in a violationof, the federal or state securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

                             In the event that the Registration Statement is not declared effective by the SecuritiesExchange Commission (the "SEC") or any of the conditions specified in (ii) through (ix) above are not satisfied on or prior to the Valuation Date (or, in the case of an election of Net Share Settlement upon the occurrence of an Extraordinary Event or an EarlyTermination Date, on or prior to the first Exchange Business Day following either the Cancellation Date or the Early Termination Date, as the case may be), then Counterparty may deliver Unregistered Shares (as defined below) to GS in accordance with the followingconditions.  If GS and Counterparty can agree on acceptable pricing, procedures and documentation relating to the sale of such Unregistered Shares (including, without limitation, applicable requirements in (iii) through (ix) above and insofar as pertaining toprivate offerings), then such Unregistered Shares shall be deemed to be the "Settlement Shares" for the purposes of the related Transaction  and the settlement procedure specified in this Annex B shall be followed except that in the event that the Forward CashSettlement Amount exceeds the proceeds from the sale of such Unregistered Shares then for the purpose of calculating the number of "Make-whole Shares" to be delivered by Counterparty, GS shall determine the discount to the Net Share Settlement Price at which it cansell the Unregistered Shares.  Notwithstanding the delivery of the Unregistered Shares, Counterparty shall endeavor in good faith to have a registration statement declared effective by the SEC as soon as practical.  In the event that GS has not soldsufficient Unregistered Shares to satisfy Counterparty's obligations to GS contained herein at the time that a Registration Statement covering the offering and sale by GS of a number of Shares equal in value to not less than 150% of the amount then owed to GS isdeclared effective (based on the Net Share Settlement Price on the Exchange Business Day (as if such Exchange Business Day were the "Net Share Valuation Date" for purposes of computing such Net Share Settlement Price) that the Registration Statement was declaredeffective), GS shall return all unsold Unregistered Shares to Counterparty and Counterparty shall deliver such number of Shares covered by the effective Registration Statement equal to 100% of the amount then owed to GS based on such Net Share Settlement Price. Such delivered shares shall be deemed to be the "Settlement Shares" for the purposes of the related Transaction and the settlement procedure specified in this Master Confirmation (including the obligation to deliver any Make-whole Shares, if applicable) shall befollowed.  In all cases GS shall be entitled to take any and all required actions in the course of its sales of the Settlement Shares, including without limitation making sales of the Unregistered Shares only to "Qualified Institutional Buyers" (as such term isdefined under the Securities Act), to ensure that the sales of the Unregistered Shares and the Settlement Shares covered by the Registration Statement are not integrated resulting in a violation of the securities laws and Counterparty agrees to take all actionsrequested by GS in furtherance thereof. 

                             If GS and Counterparty cannot agree on acceptable pricing, procedures and documentationrelating to the sales of such Unregistered Shares then the number of Unregistered Shares to be delivered to GS pursuant to the provisions above shall not be based on the Net Share Settlement Price but rather GS shall determine the value attributed to eachUnregistered Share in a commercially reasonable manner and based on such value Counterparty shall deliver a number of Shares equal in value to the Forward Cash Settlement Amount.  For the purposes hereof "Unregistered Shares" means Shares that have not beenregistered pursuant to an effective registration statement under the Securities Act or any state securities laws ("Blue Sky Laws") and that cannot be sold, transferred, pledged or otherwise disposed of without registration under the Securities Act or under applicableBlue Sky Laws unless such sale, transfer, pledge or other disposition is made in a transaction exempt from registration thereunder.

                             In the event that Counterparty delivers Shares pursuant to an election of Net ShareSettlement then Counterparty agrees to indemnify and hold harmless GS, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (GS and each such person being an "Indemnified Party") from and against any andall losses, claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject, under the Securities Act or otherwise, (i) relating to or arising out of any of the Transactions contemplated by thisMaster Confirmation concerning the Shares or (ii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, prospectus, Registration Statement or other written material relating to theShares delivered to prospective purchasers, including in each case any amendments or supplements thereto and including but not limited to any documents deemed to be incorporated in any such document by reference (the "Offering Materials"), or arising out of or basedupon any omission or alleged omission to state in the Offering Materials a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in the case of thisclause (ii), Counterparty will not be liable to the extent that any loss, claim, damage or liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission in the Offering Materials made in reliance upon and inconformity with written information furnished to Counterparty by GS expressly for use in the Offering Materials, as expressly identified in a letter to be delivered at the closing of the delivery of Shares by Counterparty to GS.  The foregoing indemnity shallexclude losses that GS incurs solely by reason of the proceeds from the sale of the Capped Number of Shares being less than the Forward Cash Settlement Amount.  Counterparty will not be liable under the foregoing indemnification provision to the extent that anyloss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from GS's willful misconduct, gross negligence or bad faith in performing the services that are subject of this MasterConfirmation.  If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid orpayable by the Indemnified Party as a result of such loss, claim, damage or liability.  In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice toCounterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not suchclaim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty.  Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty inconnection with or as a result of any matter referred to in the Agreement or this Master Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross negligence, willful misconduct or badfaith of the Indemnified Party.  This indemnity shall survive the completion of any Transaction contemplated by this Master Confirmation and any assignment and delegation of a Transaction made pursuant to this Master Confirmation or the Agreement shall inure tothe benefit of any permitted assignee of GS&Co.

                             In no event shall the number of Settlement Shares (including, without duplication, anyUnregistered Shares) and any Make-whole Shares, be greater than the Reserved Shares minus the amount of any Shares actually delivered under any other Transaction(s) under this Master Confirmation (the result of such calculation, the "Capped Number"). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

 

A - B
| Where | A = the number of authorized but unissued shares of the Issuer that are not reserved for future issuance on the date of the determination of the Capped Number; and                                                                                                                                          |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised. |

 

 

**ANNEX C**

**PRESS RELEASE**