Sample Business Contracts

Executive Officer Loan Agreement - Intergraph Corp.

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This   Agreement   is   between   _________________________   ("the
Borrower") and Intergraph Corporation ("Intergraph").  The Borrower
hereby agrees to all of the terms and conditions contained in  this

 Establishment of the Program.  On January 7, 1993,  the  Board  of
 Directors  established a loan program for corporate  officers  who
 are  required to report Intergraph stock transactions to the  SEC.
 The  purpose  of  the loan program is to assist such  officers  at
 such   times   that  stock  transactions  would   be   prohibited,
 restricted, or otherwise impractical.

 Program  Amendments.  In March 1994, the Board amended the program
 by  extending the original termination date from May  1,  1994  to
 May  1,  1995.  In April 1995, the Board again amended the program
 by  extending it to May 1, 1996.  On December 19, 1995, the  Board
 amended  the  program by modifying the stock  price  used  in  the
 definition of the Program End Date from $20 per share to  $25  per
 share,  and  by changing the repayment requirement from  the  date
 that  "the Borrower sells any Intergraph stock " to the date  that
 "the  Borrower  sells  a cumulative amount of  more  than  100,000
 shares  of  Intergraph  stock".  Effective  May 1, 1996, the Board
 extended the loan  until  April 30,  1997.   These  amendments are
 reflected  in the provisions of this Agreement contained below.

 Program  Beginning/End. The program will commence  on  January  7,
 1993.   The program will cease on the Program End Date,  which  is
 the  earlier  of  April 30, 1997, or the date  that  the  Intergraph
 common  stock  price reaches or exceeds $25 per  share;  provided,
 however,  that  such  determination shall not  be  made  during  a
 restricted trading period (as announced from time-to-time  by  the
 corporate  legal department).  The Intergraph common  stock  price
 shall  be  based on the reported closing price as  listed  in  the
 Wall Street Journal (or similar publication).

 Repayment.   All  principal  and interest  outstanding  under  the
 program  must  be  repaid  in  full  within  fifteen (15) business
 days following the earlier of (i) the date of employment termination
 with  Intergraph and (ii) the date the Borrower sells a cumulative
 amount  of more than 100,000 shares of Intergraph stock, or  (iii)
 the  Program End Date.  Full or partial pre-payments of  principal
 are  permitted at any time.  All interest shall be paid  with  the
 final principal payment.

 Interest  Rate.   Interest  on the amounts  outstanding  hereunder
 shall accrue for each calendar month or portion thereof at a  rate
 equal  to the Prime Rate as published in the "Money Rates" section
 of  the  Wall Street Journal (or similar publication) on the  last
 business day of each calendar month (calculated on the basis of  a
 year  of  365  (or  366 as the case may be) days and  actual  days
 elapsed; provided, however, that if any amount shall not  be  paid
 when  due (at maturity, by acceleration or otherwise), such amount
 shall  bear  interest at the rate stated above  plus  two  percent
 (2%)  from the date such amount was due and payable until the date
 such amount is paid in full.

 Promissory  Note.   Loans  made  under  this  Agreement  shall  be
 evidenced  by a promissory note (below).  The Borrower's signature
 on  the  promissory note shall indicate agreement with  all  terms
 and conditions of this Agreement.

I hereby certify that I am an officer of Intergraph Corporation and
that  I am required to report Intergraph stock transactions to  the
SEC.  I further certify that (i) I am the owner or beneficial owner
of  Intergraph common stock with a current market value of at least
the  amount of any loans made under this Agreement, and/or  (ii)  I
have  currently  exercisable options to purchase Intergraph  common
stock  with a net value (current market price less exercise  price)
of  at least the amount of any loans made under this Agreement.   I
agree  to  provide suitable evidence of the foregoing upon request.
I  request  a  loan in the amount set forth in the promissory  note
shown below.

                          PROMISSORY NOTE

$___________________                          Date:__________

FOR VALUE RECEIVED, the Borrower promises to pay to the order of
Intergraph Corporation at any such place as Intergraph may
designate, the sum of $____________ together with interest thereon,
in accordance with the Agreement set forth above.

In  the  event that any payment due hereunder is not received  when
due,  this Note shall be deemed in default and the entire principal
and  interest  due hereunder shall be immediately due and  payable.
In the event of default hereunder, the Borrower shall pay all costs
of collection, including, without limitation, reasonable attorney's
fees  and  legal expenses incurred by Intergraph in endeavoring  to
collect  any  amounts  payable  hereunder.   The  Borrower   hereby
expressly waives presentment, demand for payment, dishonor,  notice
of dishonor, protest and notice of protest.

IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered as of the date and year written above.

                                        Signature of the Borrower