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                                                               EXHIBIT 10.01
                                 FIRST AMENDMENT
                                     TO THE
                             BENEFIT ADJUSTMENT PLAN
                                       OF
                             COMSHARE, INCORPORATED
              (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 6, 1998)



         Pursuant to Resolutions adopted by the Board of Directors of Comshare,
Incorporated (the "Company") on February 3, 1999, the Company's Benefit
Adjustment Plan is hereby amended by the addition of a new Section 7.03, as set
forth below.


                  SECTION 7.03 OPTIONAL INSTALLMENT PAYMENT FORM. In lieu of
                  receiving a distribution from a Participant's vested Deferred
                  Compensation and Company Contribution Accounts in the form of
                  one lump-sum payment, a Participant may submit a written
                  request to the Plan Administrator for distributions in the
                  form of monthly installments for a period of time designated
                  in writing by the Participant but not to exceed 10 years. The
                  written election shall be irrevocable and must be submitted to
                  the Plan Administrator not less than six months, nor later
                  than the calendar year, prior to the Participant's separation
                  from service with the Company. In the event of a Participant's
                  death prior to payment of any or all installments, the
                  installments shall be paid to the Participant's designated
                  Beneficiary. If no Beneficiary is designated, or if the
                  Beneficiary predeceases the Participant, the value of any
                  remaining installments shall be paid in one lump-sum payment
                  to the Participant's estate. Notwithstanding the foregoing,
                  upon the occurrence of a Change in Control, a Participant's
                  vested Deferred Compensation and Company Contribution Accounts
                  (or the value of any remaining installments if payments have
                  commenced) shall be paid to the Participant (or the
                  Participant's Beneficiary, as applicable), in one lump-sum
                  payment.



                  THIS FIRST AMENDMENT is hereby executed on this the 3rd day of
                  February, 1999.



                                       COMSHARE, INCORPORATED

                                       By:  /s/ Kathryn A. Jehle
                                            ---------------------------------- 
                                            Kathryn A. Jehle
                                            Senior Vice President,
                                            Chief Financial Officer
                                            Treasurer and Assistant Secretary

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