<SEQUENCE>4

<FILENAME>0004.txt

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                      EMPLOYMENT AGREEMENT

                      --------------------



      This  Agreement is made and entered into as of  August  23,

1999,  by  and between INTERGRAPH CORPORATION (the "Company")  and

JOHN W. WILHOITE (the "Employee").



                           RECITALS:

                           ---------

      The  Company desires to continue to employ the Employee  as

Executive  Vice  President  and Chief Financial  Officer  of  the

Company and the Employee desires to continue employment in such

capacity all on the terms set forth herein.



                           AGREEMENT:

                           ----------

      NOW,  THEREFORE, in consideration of the premises  and  the

mutual agreements hereinafter set forth, the Company agrees  with

Employee, and Employee agrees with Company, as follows:



     1.   Definitions.



          1.1       "Cause" means (i) conduct amounting to fraud,

embezzlement or misappropriation; (ii) the material breach by the

Employee  of  this  Agreement; or (iii)  engaging  in  activities

prohibited hereunder.





     2.  Terms of Employment; Duties.



          2.1       The Company employs the Employee as Executive Vice

President and Chief Financial Officer of the Company and the Employee

accepts such employment in those capacities subject to the  terms

and  conditions  hereof.  In such position,  Employee  shall  (i)

continue to perform substantially the functions and operate  with

the  authority  as his current functions and authority  with  the

Company, reporting directly to the Chief Executive Officer of the

Company;  and (ii) have such managerial and executive duties  and

responsibilities with respect to the business of the  Company  as

the  Company  shall determine from time to time, consistent  with

clause (i) of this Section 2.1 and with his current position  and

current authority.



          2.2       Throughout his employment hereunder, the Employee shall

devote sufficient time, energy and skill to perform the duties of

his  employment  (vacations, reasonable personal  time  off,  and

reasonable  absences due to illness excepted),  shall  faithfully

and  industriously perform such duties, and shall  use  his  best

efforts  to  follow  and  implement all management  policies  and

decisions of the Company.



          2.3       This agreement is being consummated subsequent

to a decision within Intergraph to significantly verticalize the

organization.  This verticalization will significantly change the

reporting structure in the Company, including the reporting

structure to the CFO.  Much of the current financial and

administrative manpower will be allocated to the vertical units,

however the requirement to maintain overall financial control and

reporting will remain with the CFO.  During this transition, the

CFO may be required to not only act as Intergraph's CFO, but also

act in the lead capacity for financial and adminstrative control in

one or more of the vertical units.





     3.        Compensation.



          3.1       For his services hereunder, the Company shall pay to

Employee an annual salary at the rate, effective the date of this

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