amendmentno3dated52507.htm


    


     

     

    WASHINGTON
      GROUP INTERNATIONAL, INC.

    


    EQUITY
      AND PERFORMANCE INCENTIVE PLAN

    


    AMENDMENT
      NO. 3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THIS
      AMENDMENT to the Washington Group
      International, Inc. Equity and Performance Incentive Plan was adopted by
      Washington Group International, Inc. (the “Company”) effective as of November
      16, 2006.

    


    W
      I T
      N E S S E T H:

    


    WHEREAS,
      the Company maintains the
      Washington Group International, Inc. Equity and Performance Incentive Plan
      (the
“Plan”); and

    


    WHEREAS,
      the Board of Directors of the
      Company has authority under section 18(a) of the Plan to amend the Plan from
      time to time; and

    


    WHEREAS,
      the Board directed on November
      16, 2006, that the Plan be amended to clarify that adjustments in the number
      of
      shares outstanding pursuant to awards granted under the Plan shall be made
      mandatorily and automatically in the case of certain corporate occurrences
      or
      transactions;

    


    NOW,
      THEREFORE, the Board hereby amends
      the Plan as follows:

    


    1.

    


    Section
      11 is hereby amended in its
      entirety to read as follows, effective as of November 16, 2006:

    


    11.           Adjustments.  The
      Board shall make or provide for such adjustments in the numbers of Common Shares
      covered by outstanding Option Rights, Appreciation Rights, Deferred Shares
      and
      Performance Shares granted hereunder, in the prices per share applicable to
      such
      Option Rights and Appreciation Rights and in the kind of shares covered thereby,
      as the Board determines are required to prevent dilution or enlargement of
      the
      rights of Participants or Optionees that otherwise would result from (a) any
      stock dividend, stock split, combination of shares, recapitalization or other
      change in the capital structure of the Corporation or (b) any merger,
      consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
      or complete liquidation or other distribution of assets or issuance of rights
      or
      warrants to purchase securities or (c) any other corporate transaction or event
      having an effect similar to any of the foregoing.  The Board shall
      also make or provide for such adjustments in the number of shares specified
      in
      Section 3 of this Plan and in the number of Option Rights to be granted
      automatically pursuant to Section 9 of this Plan as the Board determines are
      appropriate to reflect any transaction or event described in this Section
      11.

    
      
        
        

      

      
        1.

        
          

        

      

      
        
        

      

    

    


    2.

    


    Except
      as amended herein, the Plan
      shall continue in full force and effect.

    


    


    IN
      WITNESS WHEREOF, the undersigned has
      executed this Amendment effective as of the date indicated above

    


    
      
        


        
        

        
          	
                	WASHINGTON
                  GROUP
                  INTERNATIONAL, INC.	 
	 	 	 	 
	
                  May
                    25,
                    2007

                	
                  By:
                    

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


        

      

      



      
        
          
          

        

        
          2.