Transfer of Certain Non-U Clause Samples

Transfer of Certain Non-U. S. Pension Assets. I) At or prior to the applicable International Closing, Intergraph shall contribute in cash to the underlying trusts (or comparable funding arrangements) of the EDS pension plans (the "EDS Pension Trusts") or in the case of an unfunded book reserve maintained by Intergraph or an Affiliate of Intergraph, to USI (which shall accept such funds on behalf of EDS) an amount equal to the Projected Benefit Obligation value ("PBO") of the benefits accrued for and in respect of the Transitioned Employees under the applicable Intergraph pension plan as determined under the rules of the respective Intergraph pension plan and applicable law as if the Transitioned Employee's employment with a Selling Entity had terminated the day before the applicable Closing Date. The PBO will be calculated using the Intergraph pension plan rules as in effect on the applicable Closing Date and the actuarial methodology and assumptions which were applicable for the EDS annual disclosure under FAS87 as of December 31, 1997. For this purpose, each Transitioned Employee shall be deemed to have a fully vested benefit under the applicable Intergraph pension plan. Notwithstanding the foregoing, to the extent that the applicable Intergraph pension plan is a defined contribution plan, the PBO shall refer to each Transitioned Employee's full account balance credited to him or her under the Intergraph pension plan, consisting of both employee and employer contributions and any adjustments thereon due to investment performance, as of the applicable Closing Date.

Transfer of Certain Non-U. S. Pension Assets. ------------------------------------------- (I) At or prior to the applicable International Closing, Intergraph shall contribute in cash to the underlying trusts (or comparable funding arrangements) of the EDS pension plans (the "EDS Pension Trusts") or in the case of an unfunded book reserve maintained by Intergraph or an Affiliate of Intergraph, to USI (which shall accept such funds on behalf of EDS) an amount equal to the Projected Benefit Obligation value ("PBO") of the benefits accrued for and in respect of the Transitioned Employees under the applicable Intergraph pension plan as determined under the rules of the respective Intergraph pension plan and applicable law as if the Transitioned Employee's employment with a Selling Entity had terminated the day before the applicable Closing Date. The PBO will be calculated using the Intergraph pension plan rules as in effect on the applicable Closing Date and the actuarial methodology and assumptions which were applicable for the EDS annual disclosure under FAS87 as of December 31, 1997. For this purpose, each Transitioned Employee shall be deemed to have a fully vested benefit under the applicable Intergraph pension plan. Notwithstanding the foregoing, to the extent that the applicable Intergraph pension plan is a defined contribution plan, the PBO shall refer to each Transitioned Employee's full account balance credited to him or her under the Intergraph pension plan, consisting of both employee and employer contributions and any adjustments thereon due to investment performance, as of the applicable Closing Date. (II) To the extent permitted by law, all payments will be made directly from the underlying trust (or other comparable funding arrangements) of each Intergraph pension plan (the "Intergraph Pension Trusts") to the corresponding EDS Pension Trust in the respective country and, to the extent so paid, Intergraph's obligation to pay the amounts referred to in (I) above shall be correspondingly reduced. If, under applicable law the legally required minimum amount to be transferred exceeds the PBO, then such payment will in no event be less than the amount necessary to satisfy the requirements of any applicable law. (III) Intergraph shall pay interest on the amount payable to the EDS Pension Trust or USI, as the case may be, accruing for the period beginning on the day after the Principal Closing Date until the date the amount is paid to the EDS Pension Trust at the discount rate pe...