executiveseveranceplan.htm


    
      
         

         

         

         

        WASHINGTON
          GROUP INTERNATIONAL, INC.

         

        EXECUTIVE
          SEVERANCE PAY PLAN

         

        Effective
          May 26, 2007

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                   

                	
                  TABLE
                    OF CONTENTS

                	
                  Page
                    1

                
	
                                                                    
                    INTRODUCTION & BACKGROUND

                	
                  1

                
	
                  ARTICLE
                    I

                	
                  DEFINITIONS

                	
                  1

                
	
                   

                	
                  Affiliate

                	
                  1

                
	
                   

                	
                  Base
                    Pay

                	
                  1

                
	
                   

                	
                  Board

                	
                  1

                
	
                   

                	
                  Break
                    in Service

                	
                  2

                
	
                   

                	
                  Cause

                	
                  2

                
	
                   

                	
                  Change
                    in Control

                	
                  3

                
	
                   

                	
                  Change
                    in Control Severance Period

                	
                  4

                
	
                   

                	
                  Code

                	
                  4

                
	
                   

                	
                  Committee

                	
                  4

                
	
                   

                	
                  Common
                    Shares

                	
                  4

                
	
                   

                	
                  Company

                	
                  4

                
	
                   

                	
                  Director

                	
                  4

                
	
                   

                	
                  Effective
                    Date

                	
                  4

                
	
                   

                	
                  Employee

                	
                  5

                
	
                   

                	
                  Employee
                    Benefits

                	
                  5

                
	
                   

                	
                  ERISA

                	
                  5

                
	
                   

                	
                  Exchange
                    Act

                	
                  5

                
	
                   

                	
                  Executive

                	
                  5

                
	
                   

                	
                  Fiduciary

                	
                  5

                
	
                   

                	
                  Good
                    Reason

                	
                  5

                
	
                   

                	
                  Notice

                	
                  6

                
	
                   

                	
                  Participant

                	
                  6

                
	
                   

                	
                  Participating
                    Employer

                	
                  6

                
	
                   

                	
                  Plan

                	
                  7

                
	
                   

                	
                  Release

                	
                  7

                
	
                   

                	
                  Severance
                    Pay

                	
                  7

                
	
                   

                	
                  Short-Tern
                    Incentive Pay

                	
                  7

                
	
                   

                	
                  Subsidiary

                	
                  7

                
	
                   

                	
                  Term

                	
                  7

                
	
                   

                	
                  Termination
                    Date

                	
                  7

                
	
                   

                	
                  Voting
                    Shares

                	
                  7

                
	
                   

                	
                  Years
                    of Service

                	
                  7

                
	
                  ARTICLE
                    II

                	
                  SEVERANCE
                    PAY BENEFITS

                	
                   

                
	
                  2.01

                	
                  Amount
                    of Change in Control Severance Pay

                	
                  8

                
	
                  2.02

                	
                  Amount
                    of General Severance Pay

                	
                  8

                
	
                  2.03

                	
                  Eligibility
                    for Change in control Severance Pay

                	
                  8

                
	
                  2.04

                	
                  Eligibility
                    for General Severance Pay

                	
                  9

                
	
                  2.05

                	
                  Payment
                    of Pro Rata Short-Term Incentive Pay

                  upon
                    a Change in Control

                	
                   

                  11

                
	
                  2.06

                	
                  Manner
                    and Form of Payment

                	
                  12

                
	
                  2.07

                	
                  Conditions
                    on Payment of Severance Pay

                	
                  13

                
	
                  2.08

                	
                  Offset
                    for Other Severance Benefits

                	
                  13

                
	
                  2.09

                	
                  Golden
                    Parachute Excise Tax  - Modified Cap

                	
                  13

                
	
                  ARTICLE
                    III

                	
                  CLAIMS
                    PROCEDURE

                	
                  14

                
	
                  3.01

                	
                  Right
                    to File a Claim

                	
                  14

                
	
                  3.02

                	
                  Denial
                    of a Claim

                	
                  14

                
	
                  3.03

                	
                  Claim
                    Review Procedure

                	
                  15

                
	
                  3.04

                	
                  Requirements
                    to Follow Claims Procedure

                	
                  15

                
	
                  ARTICLE
                    IV

                	
                  ADMINISTRATION

                	
                  15

                
	
                  4.01

                	
                  Named
                    Fiduciary

                	
                  15

                
	
                  4.02

                	
                  The
                    Committee

                	
                  16

                
	
                  4.03

                	
                  Standard
                    of Fiduciary Duty

                	
                  17

                


        


        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        


        
          	
                  4.04

                	
                  Compensation
                    and Expenses of Committee

                	
                  17

                
	
                  4.05

                	
                  Records

                	
                  17

                
	
                  4.06

                	
                  Consistency
                    of Determination

                	
                  17

                
	
                  4.07

                	
                  Indemnification
                    of Committee

                	
                  18

                
	
                  4.08

                	
                  No
                    Action with Respect to Own Benefit

                	
                  18

                
	
                  ARTICLE
                    V

                	
                  AMENDMENT
                    AND TERMINATION

                	
                  18

                
	
                  ARTICLE
                    VI

                	
                  MISCELLANEOUS

                	
                  19

                
	
                  6.01

                	
                  Right
                    to Assets

                	
                  19

                
	
                  6.02

                	
                  No
                    Inductment, Contract or Guarantee of Employment

                	
                  19

                
	
                  6.03

                	
                  Spendthrift

                	
                  19

                
	
                  6.04

                	
                  Conclusiveness
                    of Records

                	
                  19

                
	
                  6.05

                	
                  Adoption
                    by Affiliate

                	
                  20

                
	
                  6.06

                	
                  Payment
                    of Expenses

                	
                  20

                
	
                  6.07

                	
                  Governing
                    Law

                	
                  20

                
	
                  6.08

                	
                  Right
                    to Require Information and Reliance Thereon

                	
                  20

                
	
                  6.09

                	
                  Construction

                	
                  20

                
	
                  6.10

                	
                  No
                    Mitigation Obligation

                	
                  21

                
	
                  6.11

                	
                  Legal
                    Fees and Expenses

                	
                  21

                
	
                  6.12

                	
                  Withholding
                    of Taxes

                	
                  21

                
	
                  6.13

                	
                  Successors
                    and Binding Agreement

                	
                  22

                
	
                  6.14

                	
                  Notices

                	
                  22

                
	
                  6.15

                	
                  Validity

                	
                  23

                
	
                  6.16

                	
                  Miscellaneous

                	
                  23

                
	
                                                                        ADOPTION
                    OF
                    PLAN

                	
                  23

                
	
                                                                       APPENDIX
                    A
                    FORM OF RELEASE

                	
                  24

                


        

        
          
            
            

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      EXECUTIVE
        SEVERANCE PAY PLAN
INTRODUCTION & BACKGROUND

      


      Prior
        to
        May 26, 2007, Washington Group International, Inc. (the “Company”) provided
        executive severance benefits as part of the Washington Group International,
        Inc.
        Severance Pay Plan (the “Severance Plan”).

      


      On
        February 12, 2007, the Compensation Committee of the Board of Directors (the
        “Compensation Committee”) of the Company approved a modification to the
        Company’s severance program for certain executives.

      


      Effective
        May 26, 2007, the Company amended and restated the Severance Plan to provide
        executive severance benefits through a separate benefit plan.  In
        conjunction with the amendment of the Severance Plan, the Company established
        this plan, the Washington Group International, Inc. Executive Severance Pay
        Plan, as a separate stand-alone plan to provide severance benefits to certain
        eligible executives.

       

      The
        Washington Group International, Inc. Executive Severance Pay Plan (the “Plan”)
        is now continued in an amended and restated form as set forth in its entirety
        in
        this document, pursuant to the approval of the Compensation Committee on
        February 12, 2007.

      


      The
        Plan
        is intended to be a “welfare plan,” but not a “pension plan,” as defined in
        ERISA Sections 3(1) and 3(2), respectively.  The purpose of this Plan
        is to provide unfunded severance benefits for certain select management and
        highly compensated employees of the Company and the Participating
        Employers.

      


      


      ARTICLE
        I

      DEFINITIONS

      


      For
        purposes of the Plan, the following
        terms shall have the meaning set forth below unless a different meaning is
        plainly required by the context.

      


      Affiliate
        means any entity which is a member of a group which includes the Company
        and is
        defined in Code §414(b) or (c).

      


      Base
        Pay means the Participant’s annual base salary
        rate as in effect from time to time.

      


      Board
        means the Board of Directors of the Company.

      


      Break
        in Service means any period of time, regardless of length, that the
        Participant is not an Employee of the Company or a Participating
        Employer.

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      Cause
        means that, prior to any termination of employment with a Participating
        Employer, the Participant shall have:

       

      (a)           been
        convicted of a criminal violation involving, in each case, fraud, embezzlement
        or theft in connection with the Participant’s duties or in the course of the
        Participant’s employment with the Participating Employer;

       

       

      (b)           committed
        intentional wrongful damage to property of the Participating Employer;
        or

       

       

      (c)           committed
        intentional wrongful disclosure of secret processes or confidential information
        of the Participating Employer;

       

      and
        any
        such act shall have been demonstrably and materially harmful to the
        Participating Employer.  For purposes of this Plan, no act or failure
        to act on the part of the Participant will be deemed “intentional” if it was due
        primarily to an error in judgment or negligence, but will be deemed
“intentional” only if done or omitted to be done by the Participant not in good
        faith and without reasonable belief that the Participant’s action or omission
        was in the best interest of the Participating Employer.

      


      Notwithstanding
        the foregoing, the Participant will not be deemed to have been terminated
        for
“Cause” hereunder unless and until there shall have been delivered to the
        Participant a copy of a resolution duly adopted by the affirmative vote of
        not
        less than a majority of the Board then in office (excluding the Participant
        if
        the Participant is then a member of the Board) at a meeting of the Board
        called
        and held for such purpose, after reasonable notice to the Participant and
        an
        opportunity for the Participant, together with the Participant’s counsel (if the
        Participant chooses to have counsel present at such meeting), to be heard
        before
        the Board, finding that, in the good faith opinion of the Board, the Participant
        had committed an act constituting “Cause” as herein defined and specifying the
        particulars thereof in reasonable detail.  Nothing herein will limit
        the right of the Participant to contest the validity or propriety of any
        such
        determination in accordance with the Plan’s appeal procedures.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Change
        in Control means the occurrence of any of the following
        events:

       

      (a)           The
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
        (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
        50% or
        more of either: (A) the then outstanding Common Shares or (B) the Voting
        Shares;
        provided, however, that the following acquisitions shall not constitute a
        Change
        in Control: (1) any acquisition directly from the Company; (2) any acquisition
        by the Company; (3) any acquisition by any employee benefit plan (or related
        trust) sponsored or maintained by the Company or any Subsidiary; or (4) any
        acquisition by any Person pursuant to a transaction that complies with clauses
        (A), (B) and (C) of Section 1(d)(iii) below; or

       

      (b)           Individuals
        who, as of the date of this Plan, constitute the Board (the “Incumbent Board”)
        cease for any reason (other than death or disability) to constitute at least
        a
        majority of the Board; provided, however, that any individual becoming a
        Director subsequent to the date hereof, whose election, or nomination for
        election by the Company’s stockholders, was approved by a vote of at least a
        majority of the Directors then comprising the Incumbent Board (either by
        a
        specific vote or by approval of the proxy statement of the Company in which
        such
        person is named as a nominee for Director, without objection to such nomination)
        shall be considered as though such individual was a member of the Incumbent
        Board, but excluding for this purpose, any such individual whose initial
        assumption of office occurs as a result of an actual or threatened election
        contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect
        to
        the election or removal of directors or other actual or threatened solicitation
        of proxies or consents by or on behalf of a Person other than the Board;
        or

       

      (c)           Consummation
        of a reorganization, merger or consolidation or sale or other disposition
        of all
        or substantially all of the assets of the Company (a “Business Combination”), in
        each case, unless, following such Business Combination, (A) all or substantially
        all of the individuals and entities who were the beneficial owners,
        respectively, of the Common Shares and Voting Shares immediately prior to
        such
        Business Combination beneficially own, directly or indirectly, more than
        50% of,
        respectively, the then-outstanding shares of common stock and the combined
        voting power of the then-outstanding voting securities entitled to vote
        generally in the election of Directors, as the case may be, of the entity
        resulting from such Business Combination (including, without limitation,
        an
        entity that as a result of such transaction owns the Company or all or
        substantially all of the Company’s assets either directly or through one or more
        subsidiaries) in substantially the same proportions relative to each other
        as
        their ownership, immediately prior to such Business Combination, of the Common
        Shares and Voting Shares, as the case may be, (B) no Person (excluding any
        entity resulting from such Business Combination or any employee benefit plan
        (or
        related trust) sponsored or maintained by the Company or such entity resulting
        from such Business Combination) beneficially owns, directly or indirectly,
        15%
        or more of, respectively, the then-outstanding shares of common stock of
        the
        entity resulting from such Business Combination, or the combined voting power
        of
        the then-outstanding voting securities of such corporation except to the
        extent
        that such ownership existed prior to the Business Combination and (C) at
        least a
        majority of the members of the board of directors of the entity resulting
        from
        such Business Combination were members of the Incumbent Board at the time
        of the
        execution of the initial agreement, or the action of the Board providing
        for
        such Business Combination; or

       

      (d)           Approval
        by the stockholders of the Company of a complete liquidation or dissolution
        of
        the Company.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Change
        in Control Severance Period means the period of time commencing on the
        date of the first occurrence of a Change in Control and continuing until
        the
        second anniversary of the occurrence of the Change in Control.

      


      Code
        means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      Committee
        means the group of persons responsible for Plan administration.  See
        Section 4.02.

      


      Common
        Shares means shares of common stock, par value $.01 per share, of the
        Company.

      


      Company
        means Washington Group International, Inc.

      


      Director
        means a person serving as a member of the Board of Directors of
        the
        Company or, as specified herein, the Board of Directors of a Participating
        Employer.

      


      Effective
        Date means May 26, 2007.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Employee
        means any person who is within the meaning of “employee” for federal tax
        withholding purposes and who is receiving compensation for services rendered
        to
        the Participating Employer.  The following individuals shall not be
        considered Employees hereunder:

      


      (a)  Any
        person serving solely as a Director of the Company and/or a
        Subsidiary;

      


      (b)     
        Any person who is an independent contractor and/or for whom the Participating
        Employer is not required to make Social Security contributions.  This
        also includes any person who the Participating Employer classifies as an
        independent contractor with the person’s consent and who later becomes
        classified as an Employee.  Any person who pays or agrees to pay
        self-employment tax in lieu of withholding shall be deemed to have consented
        to
        his or her designation as an independent contractor.  If an
        independent contractor subsequently becomes classified as an Employee, such
        person will be designated an Employee for purposes of this Plan prospectively
        from the date such classification is changed and agreed upon by the
        Participating Employer rather than from the effective date of such
        change.  Such person shall not be designated a Participant unless
        otherwise determined by the Participating Employer.

      


      Employee
        Benefits means the benefits and service credit
        for benefits as provided under any and all employee retirement income and
        welfare benefit policies, plans, programs or arrangements in which the
        Participant is entitled to participate, including without limitation any
        stock
        option, restricted stock, restricted stock unit, deferred share, performance
        share, performance unit, stock purchase, stock appreciation, savings, pension,
        supplemental executive retirement, or other retirement income or welfare
        benefit, deferred compensation, incentive compensation, group or other life,
        health, medical/hospital or other insurance (whether funded by actual insurance
        or self-insured by the Company, a Subsidiary, or a Participating Employer),
        disability, salary continuation, expense reimbursement and other employee
        benefit policies, plans, programs or arrangements that may now exist or any
        equivalent successor policies, plans, programs or arrangements that may be
        adopted hereafter by the Company, a Subsidiary, or a Participating Employer,
        providing benefits and service credit for benefits at least as great in the
        aggregate as are payable thereunder immediately prior to the Participant’s
        Termination Date or Change in Control.

      


      ERISA
        means the Employee Retirement Income Security Act of 1974, as amended, including
        any regulations issued thereunder.

      


      Exchange
        Act means the Securities Exchange Act of 1934, as amended.

      


      Executive
        means an executive Employee classified as a Vice President, or “functional
        leader,” with the pay grade XD, XE, XF, XG, as approved under the Company’s
        corporate schedule of signature authority.

      


      Fiduciary
        means a fiduciary, as defined in ERISA section (3)(21)(A).

      


      Good
        Reason means the occurrence of one or more of the following events
        following a Change in Control:

      


      (a)           Failure
        to elect or reelect or otherwise to maintain the Participant in the office
        or
        position, or a substantially equivalent or better office or position, of
        or with
        a Participating Employer (or any successor thereto by operation of law or
        otherwise), as the case may be, which the Participant held immediately prior
        to
        a Change in Control, or the removal of the Participant as a Director of the
        Participating Employer (or any successor thereto) if the Participant shall
        have
        been a Director of the Participating Employer immediately prior to the Change
        in
        Control;

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (b)           Failure
        of the Participating Employer to remedy any of the following within 30 calendar
        days after receipt by the Participating Employer of written notice thereof
        from
        the Participant:  (A) A significant adverse change in the nature
        or scope of the authorities, powers, functions, responsibilities or duties
        attached to the position with the Participating Employer which the Participant
        held immediately prior to the Change in Control, (B) a reduction in the
        Participant’s Base Pay received from the Participating Employer, (C) a
        reduction in the Participant’s Short-Term Incentive Pay opportunity as compared
        with the Short-Term Incentive Pay opportunity most recently provided prior
        to
        the Change in Control, or (D) the termination or denial of the
        Participant’s rights to Employee Benefits or a reduction in the scope or value
        thereof;

       

      (c)           The
        liquidation, dissolution, merger, consolidation or reorganization of the
        Company
        or the transfer of all or substantially all of its business and/or assets,
        unless the successor or successors (by liquidation, merger, consolidation,
        reorganization, transfer or otherwise) to which all or substantially all
        of its
        business and/or assets have been transferred (by operation of law or otherwise)
        assumed all duties and obligations of the Company under this Plan pursuant
        to
        Section 6.13;

      


      (d)           The
        Participating Employer requires the Participant to have the Participant’s
        principal location of work changed to any location that is in excess of 50
        miles
        from the location thereof immediately prior to the Change in Control, or
        requires the Participant to travel away from the Participant’s office in the
        course of discharging the Participant’s responsibilities or duties hereunder at
        least 20% more (in terms of aggregate days in any calendar year or in any
        calendar quarter when annualized for purposes of comparison to any prior
        year)
        than was required of the Participant in any of the three full years immediately
        prior to the Change in Control without, in either case, the Participant’s prior
        written consent; or

      


      (e)           Without
        limiting the generality or effect of the foregoing, any material breach of
        this
        Plan by the Company or any successor thereto which is not remedied by the
        Company within 30 calendar days after receipt by the Company of written notice
        from the Participant of such breach.

      


      Notice
        means the date the Company or a Participating Employer notifies the Participant
        that his or her employment with the Participating Employer will be involuntarily
        terminated either immediately or effective as of a future date.

      


      Participant
        means an Executive who has met the eligibility requirements under Article
        II
        and, accordingly, is entitled to receive payments and benefits
        hereunder.  Following a Change in Control, an Executive cannot be
        removed as a Participant without his or her prior written consent, provided
        that
        the Participant otherwise remains eligible to participate in this
        Plan.  In the event that a Participant loses his or her status as an
        Executive prior to a Change in Control, other than pursuant to a termination
        of
        his or her employment for which he or she would be entitled to receive Severance
        Pay hereunder, then, upon such loss of status, he or she shall no longer
        be
        deemed to be a Participant and shall not be entitled to receive any payments
        and
        benefits hereunder.  In the event of a Participant’s death or a
        judicial determination of a Participant’s incompetence, reference in this Plan
        to the “Participant” will be deemed, where appropriate, to be the Participant’s
        estate or other legal representative.

      


      Participating
        Employer means the Company and any other entity related to the Company
        who is designated by the Company, in its exclusive discretion, as eligible
        to
        offer the benefits of this Plan to any one or more of its
        Executives.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Plan
        means the Washington Group International, Inc. Executive Severance Pay
        Plan.

      


      Release
        means an agreement between a Participant and a Participating Employer,
        substantially in the form attached hereto as Appendix A, that includes a
        waiver
        of all claims the Participant might have against the Company, the Participating
        Employer, the Committee, and any other parties designated in the
        Release.  Signing of the Release is a condition of the Participant’s
        receipt of benefits under this Plan.

      


      Severance
        Pay means that amount, if any, calculated under Article II of this
        Plan
        which is payable to a Participant in accordance with the terms and conditions
        of
        this Plan.  Severance Pay shall consist of Change in Control Severance
        Pay, which shall be provided only in the event of a Change in Control as
        set
        forth herein, or General Severance Pay.

      


      Short-Term
        Incentive Pay means an annual incentive or other payment of
        compensation made under the Executive Short-Term Incentive Plan or a similar
        annual incentive plan that may be adopted hereafter by the Company or a
        successor.

      


      Subsidiary
        means an entity in which the Company directly or indirectly
        beneficially owns 50% or more of the outstanding Voting Shares.

      


      Term  means
        the period commencing as of the Effective Date hereof and expiring on the
        close
        of business on December 31, 2008; provided, however, that
        (i) commencing on January 1, 2009 and each January 1 thereafter, the
        term of this Plan will automatically be extended for an additional year unless,
        not later than September 30 of the immediately preceding year, the Company
        shall have given notice that it does not wish the Term to be extended; and
        (ii) if a Change in Control occurs during the Term, the Term will expire on
        the last day of the Change in Control Severance Period.  Subject to
        Section 2.03(c), in the event that, prior to a Change in Control, a Participant
        ceases for any reason to be an Executive, thereupon without further action
        the
        Term shall be deemed to have expired with respect to such Participant, he
        or she
        shall no longer be considered to be a Participant, and he or she shall not
        be
        entitled to receive any payments or benefits hereunder.

      


      Termination
        Date means the date on which the Participant’s employment is terminated
        with the Company or a Participating Employer (the effective date of which
        will
        be the date of termination, or such other date that may be specified by the
        Participant if the termination is pursuant to
        Section 2.03(b)).

      


      Voting
        Shares means at any time, the then-outstanding securities entitled to
        vote generally in the election of Directors of the Company.

      


      Years
        of Service means each Participant’s years of service as defined under
        the Washington Group International, Inc. 401(k) Retirement Savings Plan,
        or the
        Retirement Savings Plan for Puerto Rico Based Employees, and as noted in
        the
        records of such Washington Group International, Inc. 401(k) Retirement Savings
        Plan or such plan for Puerto Rico-based employees, except that no Years of
        Service shall be credited for purposes of this Plan for any period of time
        spent
        in the employ of any Participating Employer prior to a Break in Service from
        which the Participant has returned subsequent to July 7, 2000.  For
        Participants who have incurred a Break in Service and who have been rehired
        by
        the Company or a Participating Employer on or after July 7, 2000, Years of
        Service shall mean those years of service as noted in the records of the
        Washington Group International, Inc. 401(k) Retirement Savings Plan which
        began
        after the Participant’s most recent date of hire.  Years of Service
        shall mean full years only, with no credit for partial years.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        II

      SEVERANCE
        PAY BENEFITS

      


      2.01           Amount
        of Change in Control Severance Pay.

       

      (a)           If,
        pursuant to Section 2.03, the Participant becomes eligible to receive Change
        in
        Control Severance Pay, the Company or a Participating Employer
        will pay to the Participant, within thirty days following
        the Termination Date, a lump sum payment in an amount equal to the sum
        of:

       

       

      (i) 
        Base Pay (at the highest rate in effect for any period within three years
        prior
        to the Termination Date);

       

       

      (ii)  an
        amount equal to the greater of (A) target Short-Term Incentive Pay for the
        year
        in which the Change in Control occurs, or (B) target Short-Term Incentive
        Pay
        for the year in which the Termination Date occurs;

       

       

      (iii)  $25,000,
        which is intended to be used by the Participant for medical and dental expenses,
        but which may be used for any purpose; and

       

       

      (iv)           in
        the event that, immediately prior to the Change in Control, the Participant
        participates in the Ayco financial counseling program maintained by the Company,
        $50,000, which is intended to be used by the Participant for continued use
        of
        the program, but which may be used for any purpose.

       

      


      (b)           Notwithstanding
        anything to the contrary contained in this Section 2.01, the payment of Change
        in Control Severance Pay shall be subject to Section 2.06.

      


      2.02           Amount
        of General Severance Pay (Non-Change in Control Severance
        Pay).

      


      (a)           If,
        pursuant to Section 2.04, the Participant becomes eligible to receive General
        Severance Pay, the Company or the Participating Employer will pay to the
        Participant, within thirty days following the Termination Date, a lump sum
        payment in accordance with the following schedule based on the Participant’s
        Years of Service:

      


      
        	
                General
                  Severance Pay

              	
                Years
                  of Service

              
	
                3
                  months severance, calculated as the product obtained by multiplying
                  0.25
                  by the sum of (A) Base Pay (at the highest rate in effect for any
                  period
                  within three years prior to the Termination Date), plus (B) target
                  Short-Term Incentive Pay for the year in which the Termination
                  Date
                  occurs

              	
                Less
                  than 3 Years of Service

              
	
                6
                  months severance, calculated as the product obtained by multiplying
                  0.50
                  by the sum of (A) Base Pay (at the highest rate in effect for any
                  period
                  within three years prior to the Termination Date), plus (B) target
                  Short-Term Incentive Pay for the year in which the Termination
                  Date
                  occurs

              	
                3
                  Years of Service but less than 10 Years of Service

              
	
                9
                  months severance, calculated as the product obtained by multiplying
                  0.75
                  by the sum of (A) Base Pay (at the highest rate in effect for any
                  period
                  within three years prior to the Termination Date), plus (B) target
                  Short-Term Incentive Pay for the year in which the Termination
                  Date
                  occurs

              	
                10
                  or more Years of Service

              


      

       

      (b)           Without
        limiting the rights of the Participant at law or in equity, if the Company
        or a
        Participating Employer fails to make any payment or provide any benefit required
        to be made or provided hereunder on a timely basis, the Company or the
        Participating Employer will pay interest on the amount or value thereof at
        an
        annualized rate of interest equal to the “prime rate” as set forth from time to
        time during the relevant period in The Wall Street Journal “Money Rates”
column.  Such interest will be payable as it accrues on
        demand.  Any change in such prime rate will be effective on and as of
        the date of such change.

      


      (c)           Notwithstanding
        anything to the contrary contained in this Section 2.02, the payment of General
        Severance Pay shall be subject to Section 2.06.

      


      2.03           Eligibility
        for Change in Control Severance Pay.  

      


      (a)           In
        the event of the occurrence of a Change in Control during the Term, the
        Participant will be entitled to the Change in Control Severance benefits
        provided by Section 2.01 if his or her employment is terminated in either
        of the following circumstances:

      


       (i)           Termination
        by the Participating Employer without Cause.  Participant’s
        employment is involuntarily terminated by the Participating Employer without
        Cause during the Change in Control Severance Period or as provided in Section
        2.03(b), other than as the result of the occurrence of one or more of the
        following events:

       

      (A)           The
        Participant’s death; or

       

      (B)           The
        Participant becomes permanently disabled within the meaning of, and begins
        actually to receive disability benefits pursuant to, the long-term disability
        plan in effect for, or applicable to, the Participant immediately prior to
        the
        Change in Control (or a substantially similar plan applicable to the Participant
        following the Change in Control); or

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      (ii)           Termination
        by the Participant for Good Reason.  The Participant terminates
        his or her employment with the Participating Employer during the Change in
        Control Severance Period for Good Reason; provided that:

      


      (A)           The
        Participant gives notice of resignation for Good Reason to the Participating
        Employer within 90 days following the first action or event giving rise to
        Good
        Reason;

      


      (B)           The
        Participating Employer refuses or fails to cure the action or event giving
        rise
        to Good Reason, as reasonably determined by the Committee, within 30 days
        after
        receipt of such notice; and

       

      (C)           The
        Participant’s resignation for Good Reason becomes effective not more than two
        years following the first action or event giving rise to Good
        Reason.

      


      In
        the
        event that the Participating Employer cures the action or event giving rise to
        Good Reason within the 30-day period provided above, the Participant’s notice of
        resignation shall be deemed to be withdrawn and Good Reason shall not exist
        with
        respect to such action or event.  Participant may resign for Good
        Reason regardless of whether any other reason, other than Cause, for such
        termination exists or has occurred, including without limitation other
        employment.

      


      (b)           As
        an additional condition to payment of the Change in Control Severance Pay,
        the
        Participant must sign and deliver to the Company or his or her Participating
        Employer a Release within thirty (30) days following the Termination Date
        and
        must allow any revocation period required by law or applicable regulation
        to
        expire without revoking or causing his or her Release to be
        revoked.  The Participant must refrain from taking any action which
        would violate the terms and conditions of the Release.

      


      (c)           Anything
        in this Plan to the contrary notwithstanding, if the Participant’s employment
        with the Participating Employer is terminated by the Participating Employer
        not
        more than 180 days prior to the date on which the Change
        in Control occurs, such termination of employment will be deemed to occur
        during
        the Change in Control Severance Period for purposes of this Plan if the
        Participant has reasonably demonstrated that such termination of employment
        (i) was at the request of a third party who has taken steps reasonably
        calculated to effect a Change in Control, or (ii) otherwise arose in
        connection with or in anticipation of a Change in Control.

      


      2.04           Eligibility
        for General Severance Pay.

      


      (a)           A
        Participant will be entitled to receive General Severance Pay under this
        Plan if
        all of the following are satisfied: (i) the Participant is employed by a
        Participating Employer at the time that the Participant’s employment is
        involuntarily terminated during the Term by the Company; (ii) the Participant
        is
        not terminated for Cause; (iii) the Participant’s termination occurs outside of
        the Change in Control Severance Period (and the Participant is not otherwise
        entitled to receive Change in Control Severance Pay pursuant to Section
        2.03(c)); (v) the Participant signs and delivers to the Company or his or
        her
        Participating Employer a Release within thirty (30) days following the
        Termination Date, allows any revocation period required by law or applicable
        regulation to expire without revoking or causing his or her Release to be
        revoked, and refrains from taking any action which would violate the terms
        and
        conditions of the Release; and (v) none of the restrictions listed under
        subsection (b) apply.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (b)           A
        Participant will not have a qualifying termination of employment, and will
        not
        be entitled payment of General Severance Pay, if:

      


      (i)           The
        Participant dies;

      


      (ii)           The
        Participant becomes permanently disabled within the meaning of, and begins
        actually to receive disability benefits pursuant to, the long-term disability
        plan in effect for, or applicable to, the Participant immediately prior to
        the  (or a substantially similar plan applicable to the Participant
        following the Change in Control); or

       

                             
        (iii)           The
        Participant voluntarily terminates employment with the Company or a
        Participating Employer, even if such voluntary termination is in anticipation
        of 
                 involuntary
        termination.

      


      2.05           Payment
        of Pro Rata Short-Term Incentive Pay Upon a Change in
        Control.

      


      Unless
        otherwise expressly provided by the applicable plan, program or agreement,
        after
        the occurrence of a Change in Control, the Company or a Participating Employer
        will pay in cash to the Participant a lump sum amount equal to the value
        of any
        Short-Term Incentive Pay payable pursuant to any performance period that
        is
        outstanding on the date of the Change in Control.  Such payment will
        be made within five business days after the Change in Control.  Any
        applicable vesting requirements will be disregarded, and the payment amount
        will
        be calculated at the greater of (1) the plan target or payout rate and (2)
        the
        amount determined based on the Company’s actual results relative to the
        applicable performance criteria as if the performance period had ended on
        the
        date of the Change in Control, which amount will be prorated on the basis
        of the
        number of days of the Participant’s participation during the applicable
        performance period to which the incentive pay related divided by the aggregate
        number of days in such performance period, taking into account service rendered
        through the payment date.

      


      2.06           Manner
        and Form of Payment.

      


      Unless
        another method is chosen by the Committee, all Severance Pay benefits payable
        under this Plan shall be paid in a lump sum cash payment.  However,
        certain situations may impact the form or manner of payment,
        including:

      


      (a)           Payment
        Upon Death of Participant.  If a Participant dies after delivery
        of his or her Notice, but prior to the Participant being paid benefits awarded
        under this Plan, such benefits shall be paid to the Participant’s
        estate.

      


      (b)           Withholding.  Any
        payment of benefits to a Participant shall be subject to withholding for
        state,
        local and federal income taxes and Social Security taxes.

      


      (c)           Reductions.  Amounts
        payable as benefits under the Plan shall be reduced by any amounts owed by
        the
        Participant to his or her Participating Employer.

      


      (d)           Payments
        to Specified Employees Pursuant to Code Section
        409A.  Notwithstanding anything in this Plan to the contrary, if
        any amount or benefit that would constitute non-exempt “deferred compensation”
for purposes of Section 409A of the Code would otherwise be payable or
        distributable under this Plan by reason of the Participant’s separation from
        service during a period in which he is a Specified Employee (as defined below),
        then if and to the extent necessary to comply with Code Section
        409A:

      


      (i)           if
        the payment or distribution is payable in a lump sum, the Participant’s right to
        receive payment or distribution of such non-exempt deferred compensation
        will be
        delayed until the earlier of the Participant’s death or the first day of the
        seventh month following the Participant’s separation from service;
        and

      


      (ii)          if
        the payment or distribution is payable over time, the amount of such non-exempt
        deferred compensation that would otherwise be payable during the six-month
        period immediately following the Participant’s separation from service will be
        accumulated and the Participant’s right to receive payment or distribution of
        such accumulated amount will be delayed until the earlier of the Participant’s
        death or the first day of the seventh month following the Participant’s
        separation from service, whereupon the accumulated amount will be paid or
        distributed to Participant and the normal payment or distribution schedule
        for
        any remaining payments or distributions will resume.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      For
        purposes of this Agreement, the term “Specified Employee” has the meaning given
        such term in Code Section 409A and the final regulations thereunder (“Final 409A
        Regulations”), provided, however, that, as permitted in the Final 409A
        Regulations, the Company’s Specified Employees and its application of the
        six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined
        in
        accordance with rules adopted by the Board of Directors, which shall be applied
        consistently with respect to all nonqualified deferred compensation arrangements
        of the Company, including this Plan.

      


      2.07           Conditions
        on Payment of Severance Pay.

      


      Payment
        of Severance Pay under this Plan shall be subject to and conditioned upon
        the
        Participant’s compliance with each of the following requirements:

      


      (a)           The
        Participant must return his or her employer’s property on or before his or her
        last day worked;

      


      (b)           The
        Participant must continue to work in a satisfactory manner during any notice
        period through the Termination Date or, if the Participant is released from
        performing job-related duties earlier by his or her manager, through his
        or her
        last day worked; and

      


      (c)           The
        Participant must cooperate in transitioning all of the Participant’s work in
        consultation with his or her manager or other designated official.

      


      2.08           Offset
        For Other Severance Benefits.

      


      The
        Plan
        supersedes all prior written or unwritten severance pay plans, practices
        or
        programs offered or established by the Company or any Participating Employer
        for
        Participants except for rights to severance compensation and severance benefits
        under individual employment contracts and Change in Control agreements between
        the Company and such Participants (the “Other Agreements”), which rights shall
        be deemed to have been satisfied only to the extent that comparable benefits
        are
        provided under this Plan.  This Section 2.08 is intended to avoid
        duplication of payments and benefits under this Plan and under the Other
        Agreements, and this Section shall be interpreted as being intended to ensure
        that, in circumstances in which the Participant is entitled to Severance
        Pay and
        other benefits under this Plan and under the Other Agreements, the total
        severance amounts and value of benefits received by the Participant will
        be
        equal to the total amounts and benefits provided under the agreement or
        arrangement that provides for the greatest amounts and benefits, but the
        Participant shall not be entitled to duplication of such amounts and
        benefits.

      


      2.09           Golden
        Parachute Excise Tax – Modified Cap. 

      


      Notwithstanding
        any provision of this Plan to the contrary, if any amount or benefit to be
        paid
        or provided under this Plan or any other agreement, contract or arrangement
        would be an “Excess Parachute Payment,” within the meaning of Section 280G
        of the Code, or any successor provision thereto, but for the application
        of this
        sentence, then the payments and benefits to be paid or provided under this
        Plan
        will be reduced to the minimum extent necessary (but in no event to less
        than
        zero) so that no portion of any such payment or benefit, as so reduced,
        constitutes an Excess Parachute Payment; provided, however, that the foregoing
        reduction shall be made only if and to the extent that such reduction would
        result in an increase in the aggregate payments and benefits to be provided,
        determined on an after-tax basis (taking into account the excise tax imposed
        pursuant to Section 4999 of the Code, or any successor provision thereto,
        any
        tax imposed by any comparable provision of state law, and any applicable
        federal, state and local income taxes).  Whether requested by the
        Participant or the Company, the determination of whether any reduction in
        such
        payments or benefits to be provided under this Plan or otherwise is required
        pursuant to the preceding sentence will be made at the expense of the Company
        by
        independent accountants or benefits consultants selected by the
        Company.  The fact that the Participant’s right to payments or
        benefits may be reduced by reason of the limitations contained in this
        Section 2.09 will not of itself limit or otherwise affect any other rights
        of the Participant other than pursuant to this Plan.

      


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      ARTICLE
        III

      


      CLAIMS
        PROCEDURE

      


      3.01           Right
        to File a Claim.

      


      Any
        former Participant who believes that he or she is entitled to a benefit
        hereunder which has not been received or which is different than that which
        has
        been officially communicated to the former Participant may file a claim in
        writing with the most senior Human Resources official at the
        Company.  Failure to submit such claim within 180 days of the
        Participant’s Termination Date will result in the denial of the claim, and may
        result in disqualification for payment of benefits under the
        Plan.  Employees who do not receive official communication of
        eligibility (and a release) in connection with their termination shall be
        considered to have had their claim hereunder denied.

      


      3.02           Denial
        of a Claim.

      


      The
        senior official responsible for human resource matters at the former
        Participant’s Participating Employer shall make an initial determination of
        eligibility or shall delegate the responsibility for such initial determination
        to any other party.  Any claimant whose claim to any benefit hereunder
        has been denied in whole or in part shall normally receive a notice from
        the
        most senior Human Resources official within 90 days of the date the claim
        is
        submitted. If, however, the most senior Human Resources official, or his
        or her
        delegee, determines that an extension of time is required, the claimant will
        be
        notified in writing of the need for the extension within 90 days after receipt
        of the claim.  The extension notice will also include the date by
        which the most senior Human Resources official expects to make the benefit
        determination.  Any notice of the denial of the claim will set forth
        the specific reasons for such denial, specific references to the Plan provisions
        on which the denial was based, what information or materials would be required
        in order to reverse the denial and an explanation of the procedure for review
        of
        the denial.

      


      3.03           Claim
        Review Procedure.

      


      A
        claimant may appeal the denial of his or her initial claim to the Committee
        by
        written request for review to be made within 60 days after receiving the
        initial
        notice of the denial from the senior official responsible for human resource
        matters for the former Participant’s Participating Employer.  The
        request for review shall set forth all grounds on which it is based, together
        with supporting facts and evidence which the claimant deems pertinent, and
        the
        Committee shall give the claimant the opportunity to review relevant Plan
        documents in preparing the request.  The Committee may require the
        claimant to submit such additional facts, documents or other material as
        it
        deems necessary or advisable in making its review.  The Committee will
        provide the claimant a written or electronic notice of the decision within
        60
        days after receipt of the request for review, except that, if there are special
        circumstances requiring an extension of time for processing, the 60-day period
        may be extended for an additional 60 days.  If the Committee
        determines that an extension of time is required, the claimant will be notified
        in writing of the extension within 60 days after the Committee’s receipt of the
        request for review.  The extension notice will also include the date
        by which the Committee expects to complete the review.  The Committee
        shall communicate to the claimant in writing its decision, and if the Committee
        confirms the denial, in whole or in part, the communication shall set forth
        the
        reasons for the decision and specific references to the Plan provisions on
        which
        the decision is based.  Any suit for benefits must be brought within
        one year after the date the Committee (or its designee) has made a final
        denial
        (or deemed denial) of the claim.

      


      3.04           Requirement
        to Follow Claims Procedure.

      


      Utilization
        of the claims procedures set forth in this Article III is a condition of
        payment
        of benefits under the Plan.  Failure to follow the claims procedure
        described in this Article III will result in the denial of a Participant’s
        claim, and may result in the Participant’s disqualification for payment of
        benefits under the Plan.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        IV

      ADMINISTRATION

      


      4.01           Named
        Fiduciary.

      


      The
        Committee is named as the fiduciary for operation of the Plan and shall have
        the
        authority to control and manage the operation and administration of the
        Plan.  The Committee in the exercise of its authority shall discharge
        its duties with respect to the Plan in accordance with ERISA and corresponding
        regulations, as amended from time to time.

      


      4.02           The
        Committee.

      


      (a)           The
        Committee shall consist of certain employees of the Company appointed by
        the
        Board or the Company’s Chief Executive Officer.  All members shall
        serve as such without compensation.  Upon termination of his or her
        employment with the Company, or upon replacement by the Board or the Company’s
        Chief Executive Officer, an individual shall cease to be a member of the
        Committee.  A member may resign at any time by written notice to the
        Committee.

      


      (b)           The
        Committee shall have complete control of the administration of the Plan with
        all
        powers necessary to enable it to properly carry out the provisions of the
        Plan.  In addition to all implied powers and responsibilities
        necessary to carry out the objectives of the Plan and to comply with the
        requirements of ERISA, the Committee shall have the following specific powers
        and responsibilities, all of which may be exercised or delegated in its sole
        discretion:

      


      (i)           To
        construe the Plan and to determine all questions arising in the administration,
        interpretation and operation of the Plan, including questions of
        fact;

      


      (ii)           To
        decide all questions of interpretation or of fact relating to the eligibility
        to
        participate in the benefits of the Plan;

      


      (iii)           To
        determine the benefits of the Plan to which any Participant or former
        Participant may be entitled;

      


      (iv)           To
        keep records of all acts and determinations of the Committee, and to keep
        all
        such records, books of accounts, data and other documents as may be necessary
        for the proper administration of the Plan;

      


      (v)           To
        prepare and distribute information concerning the Plan as required by applicable
        law, including, but not limited to, all information which is required to
        be
        distributed by ERISA, the regulations thereunder, or by any other applicable
        law;

      


      (vi)           To
        file with the Secretary of Labor such reports and additional documents as
        may be
        required by ERISA and regulations issued thereunder, including, but not limited
        to, summary plan description, modifications and changes, annual reports,
        terminal reports and supplementary reports;

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (vii)           To
        file with the Secretary of the Treasury all reports and information required
        to
        be filed by the Internal Revenue Code, ERISA and regulations issued under
        each;

      


      (viii)                      To
        delegate any duty or administrative function to any third party;

      


      (ix)           To
        appoint Affiliate administrators and to delegate such duties to each Affiliate
        administrator or person as the Committee deems appropriate;

      


      (x)           To
        pay the expenses of administering the Plan or reimburse the Company or other
        person performing administrative services with respect to the Plan if the
        Company or such other person directly pays such expenses at the request of
        the
        Committee; and

      


      (xi)           To
        do all things necessary to operate and administer the Plan in accordance
        with
        its provisions and in compliance with applicable provisions of federal
        law.

      


      4.03           Standard
        of Fiduciary Duty.

       

      Any
        fiduciary, or any person designated by a fiduciary to carry out fiduciary
        responsibilities with respect to the Plan, shall discharge his duties solely
        in
        the interests of the Participants for the exclusive purpose of providing
        them
        with benefits and defraying the reasonable expenses of administering the
        Plan.  Any fiduciary shall discharge his duties with the care, skill,
        prudence and diligence under the circumstances then prevailing that a prudent
        man acting in a like capacity and familiar with such matter would use in
        the
        conduct of an enterprise of a like character and with like aims.  Any
        fiduciary shall discharge his duties in accordance with the documents and
        instruments governing the Plan insofar as such documents and instruments
        are
        consistent with the provisions of ERISA.  Notwithstanding any other
        provisions of the Plan, no fiduciary shall be authorized to engage in any
        transaction that is prohibited by Sections 408 and 2003(a) of ERISA or Code
        Section 4975 in the performance of its duties hereunder.

       

      


      4.04           Compensation
        and Expenses of Committee.

       

      The
        members of the Committee shall receive no compensation for its duties hereunder,
        but the Committee shall be reimbursed for all reasonable and necessary expenses
        incurred in the performance of its duties, including counsel fees and
        expenses.  Such expenses of the Committee, including the compensation
        of administrators, actuaries, counsel, agents or others that the Committee
        may
        employ, shall be paid by Company.

      


      4.05           Records.

       

      The
        Committee shall keep or cause to be kept books and records with respect to
        the
        operations and administration of this Plan.

       

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      4.06           Consistency
        of Determination.

      


      In
        rendering its determination on any matter within its discretion under any
        section of this Plan, the Committee shall not be bound by past interpretations
        and is not required to be consistent regarding its determinations.

      


      4.07           Indemnification
        of Committee.

      


      To
        the extent permitted under ERISA,
        the Plan shall indemnify the Committee and its members against any cost or
        liability that it or its members may incur in the course of administering
        the
        Plan and executing the duties assigned pursuant to the Plan.  The
        Company shall indemnify the Committee and its members against any personal
        liability or cost not provided for in the preceding sentence which it or
        its
        members may incur as a result of any act or omission in relation to the Plan
        or
        its Executives.  The Company may purchase fiduciary liability
        insurance to insure its obligation under this Section.

      


      4.08           No
        Action with Respect to Own Benefit.

      


      No
        member of the Committee shall take
        part in any discretionary action in connection with his participation as
        a
        Participant under the Plan.  All such action shall be taken by the
        remaining Committee members, if any, or otherwise by the Company through
        the
        Company’s Chief Executive Officer.

      


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

      AMENDMENT
        AND TERMINATION

      


      The
        Company reserves the right to amend
        the provisions of the Plan to any extent and in any manner it desires by
        execution of a written document describing the intended
        amendment(s).  The Company’s Board of Directors or the Chief Executive
        Officer of the Company (or his or her designee) shall be authorized to adopt
        or
        terminate the Plan on behalf of the Company, and to execute any amendment
        or
        amendments to the Plan required by law or which are otherwise deemed
        advisable.  Notwithstanding the above language or any other limitation
        in this Plan, following a Change in Control, no amendment or termination
        of the
        Plan may adversely affect the rights of a Participant without the Participant’s
        express written consent.  The Committee may modify, on a prospective
        basis, Appendix A to this Plan without the consent of the Board or the Chief
        Executive Officer.  The Committee may make such modifications without
        need of a formal amendment or formal resolution by substituting a revised
        Appendix A in place of the former Appendix A.

      


      No
        communication, written or oral may
        modify, supersede, or void the written terms of the Plan unless such
        communication constitutes a valid amendment of the Plan executed by a person
        or
        persons granted authority hereunder to do so.

      


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

      MISCELLANEOUS

      


      6.01           Right
        to Assets.

      


      Neither
        the establishment of the Plan,
        creation of any fund or account, nor the payment of Severance Pay under the
        Plan
        shall be construed as giving any legal or equitable right to any Participant,
        former Participant or other person against the Company, any Participating
        Employer or their officers or employees except as expressly provided herein,
        and
        all rights under any Plan shall be satisfied, if at all, only out of the
        general
        assets of the Company.

      


      6.02           No
        Inducement, Contract or Guarantee of Employment.

      


      The
        Plan does not constitute inducement
        or consideration for the employment of any Executive, nor is it a contract
        between any Participating Employer and Executive.  Participation in
        the Plan shall not give any Participant any right to continued employment
        with
        any Participating Employer, and each Participating Employer retains the right
        to
        hire and discharge any Executive at any time, with or without Cause, as if
        the
        Plan had never been adopted.  Nothing expressed or implied in this
        Plan will create any right or duty on the part of the Company or the Executive
        to have the Executive remain in the employment of the Company or any
        Participating Employer prior to or following any Change in Control.

      


      6.03           Spendthrift.

      


      Except
        as permitted by law and this
        section, no assignment of any rights or benefits arising under the Plan shall
        be
        permitted or recognized.  No rights or benefits are subject to
        attachment or other legal or equitable process or subject to the jurisdiction
        of
        any bankruptcy court.  If any Participant is adjudicated bankrupt or
        attempts to assign any benefits, then in the Company’s discretion, those
        benefits may cease.  If that happens, the Committee may apply those
        benefits for that Participant or his or her dependents as the Committee sees
        fit,  Neither the Company and any Participating Employer shall not be
        liable for or subject to the debts, contracts, liabilities, or torts of any
        person entitled to benefits under this Plan.

      


      6.04           Conclusiveness
        of Records.

      


      The
        Committee shall be permitted to
        rely on the records of the Company, Participating Employers, the Washington
        Group International, Inc. 401(k) Retirement Savings Plan and any similar
        retirement plan for Executives based in Puerto Rico with respect to age,
        service, employment history, employment termination, compensation, absences,
        illnesses and all other relevant matters, without further
        investigation.  Such records shall be presumed correct and conclusive
        for purposes of the Committee’s duties in administration of, and the resolution
        of claims arising under, the Plan.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      6.05           Adoption
        by Affiliate.

      


      Upon
        adoption of this Plan by the
        Company and thereafter, Affiliates designated as Participating Employers
        by the
        Company, either formally or informally, will automatically become Participating
        Employers for purposes of this Plan without any further action on their
        part.

      


      6.06           Payment
        of Expenses.

      


      The
        Company and, to the extent deemed
        appropriate by the Committee, the Participating Employers shall pay all the
        expenses of administration of the Plan and the expenses of the Committee,
        and
        any other expenses incurred at the direction of the Committee.

      


      6.07           Governing
        Law.

      


      The
        validity, interpretation,
        construction and performance of this Plan will be governed by and construed
        in
        accordance with the substantive laws of the State of Idaho, to the extent
        not
        preempted by ERISA, without giving effect to the principles of conflict of
        laws
        of such State, except as expressly provided herein.

      


      6.08           Right
        to Require Information and Reliance Thereon.

      


      As
        a condition precedent to the receipt
        of benefits under this Plan, the Committee and Participating Employers may
        each
        require Participants to provide them and their agents with such information,
        in
        writing, and in such form as they deem necessary.  In addition, the
        Committee and each Participating Employer may rely on such information supplied
        by Participants without need of further investigation for the purpose of
        carrying out their duties or any other function under the Plan.  Any
        payment to a Participant in accordance with the provisions of the Plan in
        good
        faith reliance upon any written information provided by the Participant shall
        be
        in full satisfaction of all claims by the Participant, his heirs, estate
        or any
        other interested party.

      


      6.09           Construction.

      


      One
        gender includes the other, and the
        singular and plural include each other when the meaning would be
        appropriate.  The Plan’s headings and subheadings have been inserted
        for convenience of reference only and must be ignored in any construction
        of the
        provisions.  If a provision of this Plan is illegal or invalid, that
        illegality or invalidity does not affect other provisions.  Any term
        with an initial capital not expected by capitalization rules is a defined
        term
        according to Article I.  This Plan shall be construed according to the
        applicable provisions of ERISA and any regulations promulgated
        thereunder.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      6.10           No
        Mitigation Obligation.

      


                 The
        Company hereby acknowledges that it will be difficult and may be impossible
        for
        the Participant to find reasonably comparable employment following the
        Termination Date.  Accordingly, the payment of the severance
        compensation by the Company to the Participant in accordance with the terms
        of
        this Plan is hereby acknowledged by the Company to be reasonable, and the
        Participant will not be required to mitigate the amount of any payment provided
        for in this Plan by seeking other employment or otherwise, nor will any profits,
        income, earnings or other benefits from any source whatsoever create any
        mitigation, offset, reduction or any other obligation on the part of the
        Participant hereunder or otherwise.

      


      6.11           Legal
        Fees and Expenses.

      


      It
        is the
        intent of the Company that the Participant not be required to incur legal
        fees
        and the related expenses associated with the interpretation, enforcement
        or
        defense of the Participant’s rights in connection with any dispute arising under
        this Plan because the cost and expense thereof would substantially detract
        from
        the benefits intended to be extended to the Participant
        hereunder.  Accordingly, for each of (a) the Executive’s tax year in
        which the Termination Date occurs and (b) the first two of Executive’s tax years
        following such year, the Company shall reimburse the Executive for up to
        $50,000
        of legal fees and expenses actually incurred by the Executive during such
        year
        in connection with any dispute or proceeding relating to the Company’s or any
        Participating Employer’s failure to comply with any of its obligations under
        this Plan, actions to declare this Plan void or unenforceable, or refusal
        to
        pay, or action to recover from the Participant, any of the benefits provided
        or
        to be provided under this Plan.  The amount of such expenses eligible
        for reimbursement during the Executive’s tax year shall not affect the amount of
        expenses eligible for reimbursement in any other tax year.  Such
        payments will be made within five business days after delivery of the
        Participant’s written requests for payment, accompanied by such evidence of fees
        and expenses incurred as the Company may reasonably require, but in no event
        later than the last day of the Executive’s tax year following the Executive’s
        tax year in which the expense was incurred.  Notwithstanding the
        foregoing, the Company’s obligation to pay to the Participant the legal fees and
        expenses under this Section 6.11 is not intended to include any fees and
        expenses incurred in connection with the initial review of this Plan by the
        Participant or the Participant’s counsel or advisers.

      


      6.12           Withholding
        of Taxes. 

      


      The
        Company may withhold from any amounts payable under this Plan all federal,
        state, city or other taxes as the Company is required to withhold pursuant
        to
        any applicable law, regulation or ruling.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      6.13           Successors
        and Binding Agreement.

      


      (a)           The
        Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation, reorganization or otherwise) to all or substantially
        all
        of the business or assets of the Company, by agreement in form and substance
        reasonably satisfactory to the Participant, expressly to assume and agree
        to
        perform this Plan in the same manner and to the same extent the Company would
        be
        required to perform if no such succession had taken place.  This Plan
        will be binding upon and inure to the benefit of the Company and any successor
        to the Company, including without limitation any persons acquiring directly
        or
        indirectly all or substantially all of the business or assets of the Company
        whether by purchase, merger, consolidation, reorganization or otherwise (and
        such successor will thereafter be deemed the “Company” for the purposes of this
        Plan), but will not otherwise be assignable, transferable or delegable by
        the
        Company.

      


      (b)           This
        Plan will inure to the benefit of and be enforceable by the Participant’s
        personal or legal representatives, executors, administrators, successors,
        heirs,
        distributees and legatees.

      


      (c)           This
        Plan is personal in nature and neither of the parties hereto will, without
        the
        consent of the other, assign, transfer or delegate this Plan or any rights
        or
        obligations hereunder except as expressly provided in Sections 6.13(a) and
        6.13(b).  Without limiting the generality or effect of the foregoing,
        the Participant’s right to receive payments hereunder will not be assignable,
        transferable or delegable, whether by pledge, creation of a security interest,
        or otherwise, other than by a transfer by the Participant’s will or by the laws
        of descent and distribution and, in the event of any attempted assignment
        or
        transfer contrary to this Section 6.13(c), the Company will have no
        liability to pay any amount so attempted to be assigned, transferred or
        delegated.

      


      6.14           Notices.

      


      For
        all
        purposes of this Plan, all communications, including without limitation notices,
        consents, requests or approvals, required or permitted to be given hereunder
        will be in writing and will be deemed to have been duly given when hand
        delivered or dispatched by electronic facsimile transmission (with receipt
        thereof orally confirmed), or five business days after having been mailed
        by
        United States registered or certified mail, return receipt requested, postage
        prepaid, or three business days after having been sent by a nationally
        recognized overnight courier service such as FedEx or UPS, addressed to the
        Company (to the attention of the Secretary of the Company) at its principal
        executive office and to the Participant at the Participant’s principal
        residence, or to such other address as any party may have furnished to the
        other
        in writing and in accordance herewith, except that notices of changes of
        address
        will be effective only upon receipt.

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      6.15           Validity.

      


      If
        any
        provision of this Plan or the application of any provision hereof to any
        person
        or circumstance is held invalid or otherwise unenforceable, the remainder
        of
        this Plan and the application of such provision to any other person or
        circumstance will not be affected, and the provision so held to be invalid
        or
        otherwise unenforceable will be reformed to the extent (and only to the extent)
        necessary to make it enforceable or valid.

      


      6.16           Miscellaneous.

      


      No
        waiver
        by either party hereto at any time of any breach by the other party hereto
        or
        compliance with any condition or provision of this Plan to be performed by
        such
        other party will be deemed a waiver of similar or dissimilar provisions or
        conditions at the same or at any prior or subsequent time.  No
        agreements or representations, oral or otherwise, expressed or implied with
        respect to the subject matter hereof have been made by either party that
        are not
        set forth expressly in this Plan.  The headings used in this Plan are
        intended for convenience or reference only and will not in any manner amplify,
        limit, modify or otherwise be used in the construction or interpretation
        of any
        provision of this Plan.  References to Sections are to Sections of
        this Plan.  Any reference in this Plan to a provision of a statute,
        rule or regulation will also include any successor provision
        thereto.

      


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      ADOPTION
        OF PLAN

      


      As
        evidence of the adoption of the
        Washington Group International, Inc. Severance Pay Plan, this document is
        signed
        by its duly authorized officer, and effective as of May 26, 2007.

       

      
        	 	WASHINGTON
                GROUP
                INTERNATIONAL, INC.	 
	 	 	 	 
	
                
                  May
                    25,
                    2007

                

              	
                By:
                  

              	/s/ Stephen
                G.
                Hanks	 
	 	 	Stephen
                G. Hanks	 
	 	 	President
                and Chief Executive
                Officer	 
	 	 	 	 


      

      
 

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      APPENDIX
        A

      FORM
        OF RELEASE

      


      


      A.  The
        employment of
        _________________ (the “Executive”) with Washington Group International, Inc., a
        Delaware corporation (the “Company”) has been terminated in accordance with the
        Washington Group International, Inc. Executive Severance Pay Plan (the
“Plan”).

      


      B.  The
        Executive is required
        to sign this Release in order to obtain or retain certain benefits under
        the
        Plan.

      


      NOW
        THEREFORE, the Executive agrees as
        follows:

      


      1.           (a)           Release
        in Full of All Claims.  In exchange for the consideration set
        forth in the Plan, the Executive, for himself, his agents, attorneys, heirs,
        administrators, executors, assigns, and other representatives, and anyone
        acting
        or claiming on his or her or their joint or several behalf, hereby releases,
        waives, and forever discharges the Company, including its past or present
        executives, officers, directors, trustees, board members, members, agents,
        affiliates, parent corporation(s), subsidiaries, successors, assigns, and
        other
        representatives, and anyone acting on their joint or several behalf (the
        “Releasees”), from any and all known and unknown claims, causes of action,
        demands, damages, costs, expenses, liabilities, or other losses that in any
        way
        arise from, grow out of, or are related to the Executive’s employment with the
        Company or any of its affiliates and subsidiaries or the termination
        thereof.  By way of example only and without limiting the immediately
        preceding sentence, the Executive agrees that he or she is releasing, waiving,
        and discharging any and all claims against the Company and its Releasees
        under
        (a) any federal, state, or local employment law or statute, including, but
        not
        limited to Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans
        with Disabilities Act, the Age Discrimination in Employment Act, the Older
        Workers’ Benefit Protection Act, applicable state civil rights law(s) or (b) any
        federal, state or municipal law, statute, ordinance or common law doctrine
        regarding (i) the existence or breach of oral or written contracts of
        employment, (ii) negligent or intentional misrepresentations, (iii) promissory
        estoppel, (iv) interference with contract or employment, (v) defamation or
        damage to business or personal reputation, (vi) assault and battery, (vii)
        negligent or intentional infliction of emotional distress, (viii) unlawful
        discharge in violation of public policy, (ix) discrimination, (x) retaliation,
        (xi) wrongful discharge, (xii) harassment, (xiii) whistleblowing, or (xiv)
        breach of implied covenant of good faith.  Notwithstanding the
        foregoing, the Executive will not give up his right to any benefits to which
        he
        is entitled under any tax-qualified retirement plan of the Company or the
        Company’s group life insurance plan or his rights, if any, under Part 6 of
        Subtitle B of Title 1 of the Executive Retirement Income Security Act of
        1974,
        as amended.

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      (b)           No
        Claims Filed.  The Executive affirms that, as of the date of
        execution of this Release, he or she has filed no lawsuit, charge, claim
        or
        complaint with any governmental agency or in any court against the Company
        or
        its Releasees, and is not aware of, or if aware, has disclosed to the Company’s
[Chief Legal Officer] any circumstances which would provide
        grounds for filing any lawsuit, charge, claim or complaint against the Company
        or its Releasees.

      


      (c)           Assistance
        to Others.  The Executive agrees not to assist or cooperate, in
        any way, directly or indirectly, with any person, entity or group (other
        than
        the Equal Employment Opportunity Commission or other governmental agency)
        involved in any proceeding, inquiry or investigation of any kind or nature
        against or involving the Company or any of its Releasees, except as required
        by
        law, subpoena or other compulsory process.  Moreover, the Executive
        agrees that to the extent he or she is compelled to cooperate with such third
        parties, he or she shall disclose to the Company in advance that he or she
        intends to cooperate and shall disclose the manner in which he or she intends
        to
        cooperate.  Further, the Executive agrees that within three (3) days
        after such cooperation, he or she will meet with representatives of the Company
        and disclose the information that he or she provided to the third
        party.  This subparagraph is to be broadly construed and is to include
        conversations, informal comments, confirmations, suggestions or advice of
        any
        type to third parties, their counsel or their advisors.  Further, if
        the Executive is legally required to appear or participate in any proceeding
        that involves or is brought against the Company or its Releasees, the Executive
        agrees to disclose to the Company in advance what he or she plans to say
        or
        produce and otherwise cooperate fully with the Company or its
        Releasee.

      


      2.           The
        Executive understands and acknowledges that the Company does not admit any
        violation of law, liability or contravention with respect to any of his or
        her
        rights and that any such violation, liability or contravention is expressly
        denied.  The consideration provided for in this Release and in the
        Plan is made for the purpose of settling and extinguishing all claims and
        rights
        (and every other similar or dissimilar matter) that the Executive ever had
        or
        now may have against the Company or its Releasees to the extent provided
        in
        Paragraph 1 of this Release.  The Executive further agrees and
        acknowledges that no representations, promises or inducements have been made
        by
        the Company other than as appear in the Plan.  The Executive and the
        Company further understand and agree that the Plan shall not be admissible
        as
        evidence in any court or administrative proceeding, except that either party
        may
        submit the Plan to any appropriate forum in the event of an alleged breach
        of
        the Plan or a claim by either party concerning the enforceability or
        interpretation of the Plan.

      


      3.           The
        Executive further agrees and acknowledges that:

      


      (a)           The
        Release provided for herein releases claims and rights to the extent provided
        in
        Paragraph 1 of the Release up to and including the date of this Release but
        not
        any claims that may arise after the date of this Release;

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      (b)           He
        or she has been advised by the Company to consult with legal counsel prior
        to
        executing this Release, has had an opportunity to consult with and to be
        advised
        by legal counsel of his or her choice, fully understands the terms of this
        Release and enters into this Release freely, voluntarily and intending to
        be
        bound;

      


      (c)           He
        or she has had a period of not less than 21 calendar days to review and consider
        the terms of this Release prior to its execution; and

      


      (d)           He
        or she may, within seven calendar days after execution, revoke this
        Release.  Revocation will be made by delivering a written notice of
        revocation to the Company’s [Chief Legal
        Officer].  For such revocation to be effective, written
        notice must be actually received by the Company no later than the close of
        business on the seventh calendar day after the Executive executes this
        Release.  If The Executive exercises his or her right to revoke this
        Release, all of the terms and conditions of the Release will be of no force
        and
        effect and the Company will not have any obligation to make payments or provide
        benefits to the Executive as set forth in Article II of the Plan.

      


      4.           The
        Executive hereby agrees that should the Executive apply for reinstatement
        or
        re-employment with the Company, neither the Company nor any of its affiliates
        and subsidiaries shall incur any liability by virtue of its or their refusal
        to
        hire him or her or consider him or her for employment.

      


      


      IN
        WITNESS WHEREOF, the Executive has
        duly executed and delivered this Release on the date set forth
        below.

      


      


      
        
          


          
          

          
            	
                  	WASHINGTON
                    GROUP
                    INTERNATIONAL, INC.	 
	 	 	 	 
	
                    Date:
                      

                  	
                    By:
                      

                  	 	 
	 	 	Executive
                    Name 	 
	 	 	Executive
                    Title	 
	 	 	 	 


          

        

        
 

      

      
        
          
          

        

        
          25