Bentley and Intergraph Complete $40 Million Acquisition.

Business Editors & Technology Writers

HUNTSVILLE, Ala. & EXTON, Pa.--(BUSINESS WIRE)--Jan. 8, 2001

Civil, Plotting and Raster Product Lines from Intergraph

now integral to Bentley's E/C/O

(Engineering/Construction/Operations) offerings

Intergraph Corporation (Nasdaq:INGR) and Bentley Systems, Incorporated announced today the completion of Bentley's acquisition of Intergraph's civil engineering, plot-services and raster-conversion software businesses, which represent about $30 million of annual revenue. The consideration, totaling about $40 million, included a cash payment and installment note payable over three years.

Over the past several months, the two companies have coordinated the transfer of the management, development, technical support and field personnel dedicated to these products, along with all maintenance and distribution arrangements, from Intergraph to Bentley. Under local agreements, many worldwide Intergraph units will continue to offer these and other Bentley products, such as its flagship MicroStation(R). During 2001, Intergraph service contracts will be transitioned to the Bentley SELECT(R) technology and services subscription program.

"This transaction is very significant to our marketplace and our users, for two reasons," said Bentley CEO Greg Bentley. "First, the consolidation of these leading Intergraph products within Bentley's portfolio brings Bentley worldwide leadership positions in two E/C/O segments with tremendous growth opportunities: civil engineering and plotset content management. But just as importantly, it demonstrates our commitment with Intergraph to maximize the market standing of each company within its targeted businesses. Together, our two companies will seize the opportunity to provide a greater market footprint and more comprehensive capabilities than any competitor."

He concluded, "We look forward to further realizing value for Bentley's and Intergraph's shareholders."

"The acquisition of these businesses by Bentley is a very satisfying outcome for our customers, employees and shareholders," Intergraph CEO Jim Taylor said. "While our 30%-plus ownership in Bentley makes us its largest shareholder, we also share with Bentley an ingrained commitment to deliver continuous improvement to our joint user community. Consolidating these particular broadly utilized product lines within Bentley enables Intergraph to more intensely focus on the missions of our six vertical businesses. I am confident that Bentley's own concentration will result in the highest return on our mutual investments to date in civil, plotting and raster businesses."

About the Acquired Product Lines

The acquired Intergraph products are integral to Bentley's strategy for empowering the burgeoning E/C/O IT marketplace:

-- The plotserver products include the market leader, InterPlot(R), and the new
Digital Print Room(TM) line, which supports online digital plotset
dissemination and content-based queries, essential to E/C/O e-business.
InterPlot and Digital Print Room servers are fundamental to Bentley's
Viecon(TM) initiatives for engineering information management.

-- The raster-conversion products facilitate the creation of editable digital
representations of hardcopy engineering drawings. These products include I/RAS
Engineer and I/RAS B, the market-share leader, which join Bentley's
MicroStation(R) ReproGraphics(R) for these functions. Through I/RAS
technologies and aecXML, the now broadly adopted interchange strategy of the
International Alliance for Interoperability (IAI), existing drawings and
plotsets can be intelligently coded for Web-enabled content management of
engineering data.

-- The acquired civil products, with MicroStation and the products of Bentley's
Strategic Affiliate GEOPAK Corporation, provide the engineering foundation for
virtually all of the transportation infrastructure in North America. In
addition to the InRoads(R) and InRail(R) products, the acquired applications
address civil engineering requirements for construction, site, survey, bridge,
storm and sanitary.

In relation to the enormous, ongoing worldwide expenditures on infrastructure, the civil engineering market is technologically under-served, in the absence of other substantial, global software vendors. Moreover, other civil offerings lack the information-management capabilities essential to leveraging data throughout the engineering, construction and operations life cycle. Accordingly, Bentley's acquisition of the Intergraph products opens an international opportunity of unprecedented scope. In the US, Intergraph Government Solutions and Bentley are working together for enterprise-level integration of engineering IT within federal and state agencies.

Also of strategic importance to Bentley, all of the acquired business lines include technologies that support AutoCAD and its DWG format, as well as MicroStation and DGN. Hybrid environments entailing both formats are a unique focus for Bentley's server-level engineering information management products such as its market-leading ProjectWise(R), ProjectBank(TM) and ModelServer(R) lines. Early in 2001, Bentley begins widespread beta-testing of MicroStation V8, the first product that will support interchangeably referenced DWG and DGN formats within the same engineering project.

About Intergraph

Intergraph Corporation is a worldwide provider of end-to-end technical solutions and systems integration. Intergraph's vertically focused business units develop, market and support software and services for local and national governments and for global industries, including process plant design, utilities, communications, mapping/GIS, photogrammetry and public safety. Headquartered in Huntsville, Alabama, with offices worldwide, Intergraph is located on the Internet at www.intergraph.com.

About Bentley

Founded in 1984, Bentley Systems, Incorporated is a premier technology supplier dedicated to improving the process of designing, building and operating permanent assets such as buildings, roadways, manufacturing facilities and utility and telecommunications networks. The professionals who use Bentley technology include architects, engineers, constructors and owner/operators. Bentley's MicroStation, ProjectBank and Viecon technology and services make Bentley the leader in the Engineering, Construction and Operations (E/C/O) market.

Bentley's annual revenues exceed $190 million, and its reach spans the globe, serving more than 300,000 professionals and over 20,000 companies and organizations. More than 200,000 Bentley users participate in the Bentley SELECT technology and service subscription program.

For more information on Bentley, please contact the company at 1-800-BENTLEY, 610/458-5000 (Americas), [phone] (Europe, Middle East, Africa), [phone] (Asia/Pacific), through E-mail at [e-mail] or by visiting www.bentley.com.

Information contained in this press release includes statements that are forward looking as defined in Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is described in Intergraph's filings with the Securities and Exchange Commission, including its December 31, 1999, Annual Report on Form 10K and its Quarterly Reports on Form 10Q for the quarters ended March 31, June 30 and September 30, 2000.

Intergraph and the Intergraph logo are registered trademarks of Intergraph Corporation. Bentley, the "B" logo, InRail, InRoads, InterPlot, MicroStation, ModelServer, ReproGraphics and ProjectWise are registered trademarks; Digital Print Room, ProjectBank and Viecon are trademarks; and Bentley SELECT is a registered service mark of Bentley Systems, Incorporated or Bentley Software, Inc. Other brands and product names are trademarks of their respective owners.