0001104659-06-013575 Sample Contracts

WASHINGTON GROUP INTERNATIONAL, INC. EQUITY AND PERFORMANCE INCENTIVE PLAN
Equity and Performance Incentive Plan • March 2nd, 2006 • Washington Group International Inc • Services-engineering services • Delaware

This Agreement (the “Agreement”), dated as of , is made by and between Washington Group International, Inc., a Delaware corporation hereinafter referred to as “Corporation”, and , an employee of the Corporation or Subsidiary of the Corporation, hereinafter referred to as “Participant.”

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Washington Group International, Inc. Executive Life Insurance Agreement
Executive Life Insurance Agreement • March 2nd, 2006 • Washington Group International Inc • Services-engineering services • Idaho
AMENDMENTS TO WGI RETENTION AGREEMENTS WITH NAMED EXECUTIVES EACH DATED AS OF AUGUST 20, 2002 Stephen M. Johnson George H. Juetten Thomas H. Zarges
Washington Group International Inc • March 2nd, 2006 • Services-engineering services

NOTE: The Amendment to Mr. Johnson’s Retention Agreement is identical in all materials terms to those entered into with Messrs Juetten and Zarges, with the exception that his Retention Bonus is prorated to allow for the time during early 2001 when he was not in the Company’s employ. Mr. Johnson returned to the employ of the Company on November 12, 2001.

WASHINGTON GROUP RETENTION AGREEMENTS WITH NAMED EXECUTIVES EACH DATED AS OF MARCH 14, 2001 George H. Juetten Thomas H. Zarges DATED AS OF NOVEMBER 16, 2001 Stephen M. Johnson
Washington Group International Inc • March 2nd, 2006 • Services-engineering services

NOTE: Mr. Johnson’s Retention Agreement is identical in all materials terms to those entered into with Messrs Juetten and Zarges, with the exception that his Retention Bonus is prorated to allow for the time during early 2001 when he was not in the Company’s employ. Mr. Johnson returned to the employ of the Company on November 12, 2001.

WARRANT CASH SUBSTITUTION AGREEMENT
Warrant Cash Substitution Agreement • March 2nd, 2006 • Washington Group International Inc • Services-engineering services • New York

This WARRANT CASH SUBSTITUTION AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2006 by and among Wells Fargo Bank, N.A., f/k/a Wells Fargo Bank Minnesota, National Association, as Trustee and Disbursing Agent (the “Trustee and Disbursing Agent”) under the Trust and Disbursing Agreement dated as of January 25, 2002 (the “Trust and Disbursing Agreement”), entered into pursuant to the Second Amended Joint Plan of Reorganization of Washington Group International, Inc., et al., dated July 24, 2001, as modified by the First Modification, the Second Modification and the Third Modification (as so modified, the “Plan”), confirmed in the bankruptcy cases (the “Reorganization”) of Washington Group International, Inc. (the “Company”) and certain of its affiliates, in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”), Chapter 11 Case No. BK-N-01-31627, the Plan Committee established by the Plan (the “Plan Committee”), the Company, a corpo

TERMINATION AGREEMENT
Termination Agreement • March 2nd, 2006 • Washington Group International Inc • Services-engineering services • Delaware

• WASHINGTON GROUP INTERNATIONAL, INC., an Ohio corporation formerly known as Morrison Knudsen Corporation, (“Washington Group”);

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