2005 CASH INCENTIVE PLAN
 
 
 
 
                             INTERGRAPH CORPORATION
                            2005 CASH INCENTIVE PLAN
 
      1.    PURPOSE OF THE PLAN.
 
            The purpose of the Plan is to advance the interests of the Company
      and its stockholders by providing incentives in the form of cash bonus
      awards to certain executives of the Company and its Subsidiaries. The Plan
      is intended to enable the Company to attract and retain appropriate
      executive talent and to motivate such officers to manage and grow the
      Company's business and to attain the performance goals articulated under
      the Plan.
 
      2.    DEFINITIONS.
 
            The following capitalized terms used in the Plan have the respective
      meanings set forth in this Section:
 
            (a)   "AWARD" means a cash bonus award granted pursuant to the Plan.
 
            (b)   "BOARD" means the Board of Directors of the Company.
 
            (c)   "CODE" means the Internal Revenue Code of 1986, as amended, or
      any successor thereto.
 
            (d)   "COMMITTEE" means the Compensation Committee of the Board, or
      any successor thereto or any other committee designated by the Board to
      assume the obligations of the Committee hereunder.
 
            (e)   "COMPANY" means Intergraph Corporation, a Delaware
      corporation, and its Subsidiaries.
 
            (f)   "EFFECTIVE DATE" means the date on which the Plan takes effect
      in accordance with Section 13 of the Plan.
 
            (g)   "PARTICIPANT" means an employee of the Company or any of its
      Subsidiaries who is selected by the Committee to participate in the Plan
      pursuant to Section 4 of the Plan.
 
            (h)   "PERFORMANCE PERIOD" means the Company's 2005 fiscal year or
      any portion thereof designated by the Committee.
 
            (i)   "PLAN" means the Intergraph Corporation 2005 Cash Incentive
      Plan.
 
            (j)   "SUBSIDIARY" means a subsidiary corporation, as defined in
      Section 424(f) of the Code (or any successor section thereto).
 
      3.    ADMINISTRATION.
 
            The Plan shall be administered by the Committee. The Committee shall
      have the authority to select the employees to be granted Awards under the
      Plan, to determine the size and terms of an Award (subject to the
      limitations imposed on Awards in Section 5 below), to modify the terms of
      any Award that has been granted, to determine the time when Awards will be
      made, the amount of any payments pursuant to such Awards, and the
      Performance Period to which they relate, to establish performance
      objectives in respect of such Performance Periods and to determine whether
      such performance objectives were attained. The Committee is authorized to
      interpret the Plan, to establish, amend and rescind any rules and
      regulations relating to the Plan, and to make any other determinations
      that it deems necessary or desirable for the administration of the Plan.
      The Committee may correct any defect or omission or reconcile any
      inconsistency in the Plan in the manner and to the extent the Committee
 
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      deems necessary or desirable. Any decision of the Committee in the
      interpretation and administration of the Plan, as described herein, shall
      lie within its sole and absolute discretion and shall be final, conclusive
      and binding on all parties concerned. Determinations made by the Committee
      under the Plan need not be uniform and may be made selectively among
      Participants, whether or not such Participants are similarly situated. The
      Committee shall have the right to deduct from any payment made under the
      Plan any federal, state, local or foreign income or other taxes required
      by law to be withheld with respect to such payment. The Committee may
      delegate to one or more employees of the Company or any of its
      Subsidiaries, including, but not limited to the Company's Chief Executive
      Officer, the authority to take actions on its behalf pursuant to the Plan;
      provided, however, only the Committee may determine compensation awards to
      Executive Officers.
 
      4.    ELIGIBILITY AND PARTICIPATION.
 
            The Committee shall determine the executive officers and, upon the
      recommendation of the Chief Executive Officer, such other persons who
      shall be Participants for the Performance Period. Participants shall be
      selected from among the employees of the Company and any of its
      Subsidiaries. The designation of Participants may be made individually or
      by groups or classifications of employees, as the Committee deems
      appropriate.
 
      5.    AWARDS.
 
            (a)   Performance Goals. Awards under the Plan shall be conditioned
      on the attainment of written performance goals. Performance goals shall be
      recommended by the Chief Executive Officer and determined and approved by
      the Committee for the Performance Period. The Committee shall determine
      whether and to what extent each performance goal has been met. In
      determining whether and to what extent a performance goal has been met,
      the Committee shall consider the recommendation of the Chief Executive
      Officer (other than with respect to his Award) and may consider such other
      matters as the Committee deems appropriate.
 
            (b)   Weighting of Goals. Each Participant shall be designated as a
      "Corporate Executive," "Division President" or "Division Executive." The
      percentage of any Award payable pursuant to the Plan shall be based on the
      weights assigned to the applicable performance goal on the bases set forth
      on the attached Schedule A; provided, however, if no Individual goals are
      specified by the Committee with respect to a Participant, the prescribed
      weighting for any other applicable performance goal(s) for such person
      shall be ratably increased. Unless determined otherwise by the Committee,
      in the case of multiple individual performance goals, each such goal shall
      be given equal weight.
 
            (c)   Target Bonus. The Committee shall determine and specify a
      target bonus amount to be payable pursuant to an Award for each
      Participant.
 
            (d)   Amount Payable. The amount payable pursuant to an Award shall
      be determined by the Committee in its sole discretion based on the
      applicable target bonus amount, the prescribed weighting of the
      performance goals, and the Committee's determination of whether and to
      what extent each applicable performance goal has been met consistent with
      the performance calibration scale approved by the Committee. Consistent
      with the application of such calibration scale, threshold performance
      shall be 60% of each Corporate and Division goal, and any applicable
      Individual goal. The Corporate Goal shall be a specified Company operating
      income target for 2005 as determined by the Committee. The Division Goal
      shall be a specified division operating income target with respect to the
      specified division for 2005 as determined by the Committee. No amounts
      shall be paid for performance at or below the threshold level. Consistent
      with the calibration scale, the maximum bonus payable of 200% of target
      may be earned for performance at or above 140% of the applicable
      performance goals.
 
            (e)   Payment. The amount of the Award payable as determined by the
      Committee for the Performance Period shall be paid to the participant at
      such time as determined by the Committee in its sole discretion after the
      end of the Performance Period. The Committee shall have the discretion to
      decrease, but not increase, the amount of any payment otherwise payable
      pursuant to an Award based on such factors as it shall deem appropriate,
      but will consider the recommendation of the Chief Executive Officer prior
      to making any such determination.
 
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            (f)   Termination of Employment. If a Participant dies, retires, is
      assigned to a different position or is granted a leave of absence, or if
      the Participant's employment is otherwise terminated (except with cause by
      the Company, as determined by the Committee in its sole discretion) during
      a Performance Period, a pro rata share of the Participant's award based on
      the period of actual participation may, in the Committee's sole
      discretion, be paid to the Participant after the end of the Performance
      Period if it would have become earned and payable had the Participant's
      employment status not changed.
 
      6.    AMENDMENTS OR TERMINATION.
 
            The Committee may amend, alter or discontinue the Plan, but no
      amendment, alteration or discontinuation shall be made which would impair
      any of the rights or obligations under any Award theretofore granted to a
      Participant under the Plan without such Participant's consent; provided,
      however, that the Committee may amend the Plan in such manner as it deems
      necessary to permit the granting of Awards meeting the requirements of any
      applicable law, rule or regulation.
 
      7.    NO RIGHT TO EMPLOYMENT.
 
            Neither the Plan nor any action taken hereunder shall be construed
      as giving any Participant or other person any right to continue to be
      employed by or perform services for the Company or any Subsidiary, and the
      right to terminate the employment of or performance of services by any
      Participant at any time and for any reason is specifically reserved to the
      Company and its Subsidiaries.
 
      8.    NONTRANSFERABILITY OF AWARDS.
 
            An Award shall not be transferable or assignable by the Participant
      other than by will or by the laws of descent and distribution.
 
      9.    OFFSET OF AWARDS.
 
            Notwithstanding anything to the contrary herein, the Committee, in
      its sole discretion, may reduce any amounts otherwise payable to any
      Participant hereunder in order to satisfy any liabilities owed to the
      Company or any of its Subsidiaries by the Participant.
 
      10.   ADJUSTMENTS UPON CERTAIN EVENTS.
 
            In the event of any material change in the business assets,
      liabilities or prospects of the Company, any division or any Subsidiary,
      the Committee in its sole discretion and without liability to any person
      may make such adjustment, if any, as it deems to be equitable as to any
      affected terms of outstanding Awards.
 
      11.   MISCELLANEOUS PROVISIONS.
 
            The Company is the sponsor and legal obligor under the Plan and
      shall make all payments hereunder, other than any payments to be made by
      any of the Subsidiaries (in which case payment shall be made by such
      Subsidiary, as appropriate). The Company shall not be required to
      establish any special or separate fund or to make any other segregation of
      assets to ensure the payment of any amounts under the Plan, and the
      Participants' rights to the payment hereunder shall be no greater than the
      rights of the Company's (or Subsidiary's) unsecured creditors. All
      expenses involved in administering the Plan shall be borne by the Company.
 
      12.   CHOICE OF LAW.
 
            The Plan shall be governed by and construed in accordance with the
      laws of the State of Delaware applicable to contracts made and to be
      performed in the State of Delaware.
 
      13.   EFFECTIVENESS OF THE PLAN.
 
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            The Plan shall be effective as of the date of its adoption by the
      Committee.
 
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                                   SCHEDULE A
<TABLE>
<CAPTION>
                                   CORPORATE GOAL              DIVISION GOAL            INDIVIDUAL GOALS
       LEVEL                   (PERCENTAGE OF TARGET)      (PERCENTAGE OF TARGET)    (PERCENTAGE OF TARGET)
<S>                            <C>                         <C>                       <C>
Corporate Executives                   80%                          0%                       20%
 
Division Presidents                    30%                         50%                       20%
 
Division Executives                    25%                         55%                       20%
</TABLE>