EXHIBIT 10.3


 




 





 


WASHINGTON GROUP INTERNATIONAL


RESTORATION PLAN


 


Effective as of January 1, 2003


(As Amended and Restated August 14, 2003)




 





 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I

  	
  -

  	
  PURPOSE OF PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  -

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  -

  	
  ELIGIBILITY; RESTORATION AMOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  -

  	
  ESTABLISHMENT AND MAINTENANCE OF ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  -

  	
  DISTRIBUTION OF ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  -

  	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  -

  	
  BENEFICIARY DESIGNATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  -

  	
  AMENDMENT OR TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  -

  	
  MISCELLANEOUS

  	
   

  



 

















 


ARTICLE
I


 


PURPOSE OF PLAN


 


The purpose of the
Washington Group International Restoration Plan is to restore Company matching
contributions that have been limited under a Company 401(k) Plan due to certain
restrictions imposed on the compensation that may be deferred by participants
in such Company 401(k) Plan.  The
restoration of such Company matching contributions is accomplished by crediting
a restoration account maintained under this Plan.  This Plan is intended to qualify under Sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA as an unfunded plan maintained primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees.


 


ARTICLE
II


 


DEFINITIONS


 


Section 2.1                                      Definitions.  Whenever used in this instrument the
following terms shall have the following respective meanings set forth in this
Section 2.1:


 


“Account” means the restoration
account maintained for a Participant pursuant to Article IV.


 


“Administrative Committee” means an
administrative committee designated by the Committee for the purpose of
overseeing the day-to-day administration and operation of the Plan in accordance
with Section 6.1.


 


“Beneficiary” means the
person designated, or deemed designated, by the Participant pursuant to Article
VII, who will receive payments as provided under the Plan in the event of the
Participant’s death.


 


“Board” means the Board of Directors of
the Plan Sponsor.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Committee” means the
Compensation Committee of the Board, which committee shall be responsible for
administering and operating the Plan in accordance with Article VI.


 


“Company” means the
Plan Sponsor and each affiliate of the Plan Sponsor.


 


“Company 401(k) Plan” means, as
applicable with respect to a Participant, the Washington Group International,
Inc. 401(k) Retirement Savings Plan, the Westinghouse Government Services Group
Savings Plan or the Westinghouse Savannah River Company/Bechtel Savannah River,
Inc. Savings and Investment Plan.


 


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“Deferred Compensation Plan” means the
Washington Group International Voluntary Deferred Compensation Plan, in effect
as of January 1, 2003 and as may be amended.


 


 “Disability” has the meaning assigned to
such term in the Participant’s employment agreement with a Company, or if there
is no such employment agreement in effect in which such term is defined,
“Disability” means any illness or other physical or mental condition of the
Participant for which he is eligible to receive benefits under the long-term
disability plan of a Company in which such Participant participates.  In the event that a Participant does not
participate in such a long-term disability plan of a Company, the determination
of whether a “Disability” exists for purposes of the Plan shall be determined
by the Committee.


 


“Effective Date” means
January 1, 2003.


 


“Eligible 401(k) Compensation” means (i)
with respect to a Participant who is a Washington Group 401(k) Participant, the
compensation that may be deferred for a Plan Year under the Washington Group
International, Inc. 401(k) Retirement Savings Plan, and (ii) with respect to a
Participant who is a Westinghouse 401(k) Participant, the compensation that may
be deferred for a Plan Year under the Westinghouse Government Services Group
Savings Plan or the Westinghouse Savannah River Company/Bechtel Savannah River,
Inc. Savings and Investment Plan. 
However the term “Eligible 401(k) Compensation” shall not include any
amounts designated by the Company as not being eligible compensation under this
Plan.


 


 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.


 


“401(a)(17) Limit” means the maximum
amount of annual compensation taken into account pursuant to Section
401(a)(17)(A) of the Code as in effect from time to time (which, in calendar
year 2003, is Two Hundred Thousand Dollars ($200,000)).


 


 “Incentive
Compensation” means, with respect to a Westinghouse 401(k)
Participant, cash incentive compensation of a type that could be deferred under
the Washington Group International, Inc. 401(k) Retirement Savings Plan if the
Participant were a Washington Group 401(k) Participant.  However, the term “Incentive Compensation”
shall not include any amounts designated by the Company as not being eligible
compensation under this Plan.


 


“Qualifying Position” has the meaning
ascribed to such term in Section 3.1(a).


 


“Participant” means a
Washington Group 401(k) Participant or a Westinghouse 401(k) Participant who
has been selected for participation in this Plan pursuant to Section 3.1.


 


“Plan” means the
Washington Group International Restoration Plan, as set forth herein and as
amended from time to time.


 


“Plan Sponsor” means Washington Group
International, Inc., and its successors and assigns.


 


“Plan Year” means the
calendar year.


 


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 “Retirement” means a voluntary
termination of employment by a Participant that is designated as a “retirement”
by a Company.


 


“Washington Group 401(k) Participant”
means an employee of a Company who participates in the Washington Group
International, Inc. 401(k) Retirement Savings Plan.


 


“Westinghouse 401(k) Participant” means
an employee of a Company who participates in the Westinghouse Government
Services Group Savings Plan or the Westinghouse Savannah River Company/Bechtel
Savannah River, Inc. Savings and Investment Plan.


 


Section 2.2                                      Rules
of Construction.  Unless the context
otherwise requires (i) a term shall have the meaning assigned to it in Section
2.1; (ii) all references to “Section” and “Article” shall be to sections and
articles of this instrument; (iii) when reference is made herein to
“Retirement” or “termination of employment” from a Company in the case of a
Participant who is an employee of more than one Company, such reference shall
mean Retirement or termination of employment from all Companies which employ
such Participant; (iv) words in the singular shall include the plural, and
vice-versa; and (v) words in the masculine gender shall include the feminine
and neuter, and vice-versa.


 


ARTICLE III


 


ELIGIBILITY; RESTORATION
AMOUNTS


 


Section 3.1                                      Eligibility.


 


(a)                                  Requirements
for Eligibility.  An employee of a
Company shall become a Participant on the later of the date (i) the employee
becomes a Washington Group 401(k) Participant or a Westinghouse 401(k)
Participant, (ii) the employee attains a position within a Company of Vice
President or functional leader or an equivalent thereof as determined by the
Committee for an officer and the Chief Executive Officer for a non-officer, or
attains a higher position within a Company (any such position a “Qualifying
Position”), (iii) the employee is selected for participation in this Plan as
directed by the Committee or the Chief Executive Officer, and (iv) the employee
is notified by the Committee of such selection.  The notice of selection shall be in such form and shall be
provided in such manner as the Committee may determine.


 


(b)                                 Mid-Year
Eligibility.  In the event an
employee becomes eligible to commence participation in the Plan after the first
day of a Plan Year, such employee shall commence participation on the date
specified in the notice of selection sent by the Committee pursuant to Section
3.1(a).


 


(c)                                  Continuation
of Participant Status.  Subject to
Section 3.3, once an employee of a Company becomes a Participant, he shall
continue to be a Participant until the entire balance credited to his Account
is paid in full in accordance with Article V.


 


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Section 3.2                                      Restoration
Amounts.


 


(a)                                  401(k)
Deferral Threshold.  The Account of
a Participant shall be credited pursuant to this Plan for a particular Plan
Year only if the Participant defers an amount under a Company 401(k) Plan for
such Plan Year that is the maximum amount such Participant is permitted to
defer under such Company 401(k) Plan to maximize the Company matching contributions
under such Company 401(k) Plan for such Plan Year.


 


(b)                                 Restoration
For Eligible 401(k) Compensation In Excess of 401(k) Limit.  The Account of a Participant who is a
Washington Group 401(k) Participant shall be credited with five percent (5%) of
the amount by which the Participant’s Eligible 401(k) Compensation exceeds the
401(a)(17) Limit.  The Account of a
Participant who is a Westinghouse 401(k) Participant shall be credited with
three percent (3%) of the amount by which the Participant’s Eligible 401(k)
Compensation exceeds the 401(a)(17) Limit.


 


(c)                                  Restoration
for Non-qualified Deferrals.  The
Account of a Participant who is a Washington Group 401(k) Participant shall be
credited with five percent (5%) of the amount of compensation, if any, deferred
by the Participant pursuant to the Deferred Compensation Plan.  The Account of a Participant who is a
Westinghouse 401(k) Participant shall be credited with three percent (3%) of
the amount of compensation, if any, deferred by the Participant pursuant to the
Deferred Compensation Plan.


 


(d)                                 Restoration
of Ineligible 401(k) Compensation. 
The Account of a Participant who is a Westinghouse Participant shall be
credited with three percent (3%) of the amount of such Participant’s Incentive
Compensation.


 


(e)                                  No
Duplication.  Notwithstanding any
provision of the Plan to the contrary, any Eligible 401(k) Compensation or
Incentive Compensation with respect to a Participant shall be taken into
account only once in determining the amount to be credited to such
Participant’s Account under Section 3.2(b), (c) or (d).


 


Section 3.3                                      Termination
of Crediting of Restoration Amounts. 
In the event a Participant ceases to hold any Qualifying Position, the
Participant shall no longer be eligible to have amounts credited to his Account
under Section 3.2(b), (c) or (d).  The
Committee shall so notify the Participant, and the crediting of amounts under
Section 3.2(b), (c) or (d), as applicable, on behalf of such Participant shall
cease as of the date specified in such notice.


 


ARTICLE
IV


 


ESTABLISHMENT AND
MAINTENANCE OF ACCOUNTS


 


Section 4.1                                      Establishment
of Accounts.  The Committee shall
establish a separate bookkeeping account for each Participant that shall be
designated as the Participant’s “Account” under the Plan.  The Plan Sponsor shall credit to such
Account the amounts under Section 3.2(b), (c) and (d), as applicable, and shall
charge such Account for any distributions under the Plan with respect to the
Participant or his Beneficiaries.  The
amounts under Section 3.2(b), (c) and (d) shall be credited as of the date the
excess Eligible 401(k) Compensation, the Incentive 


 


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Compensation or the
amount deferred under the Deferred Compensation Plan with respect to a Participant
is payable or is deferred under the Deferred Compensation Plan.


 


Section 4.2                                      Interest
Credits.  Each Account shall be
credited with interest commencing on the date the Account is established and up
until the date of a Participant’s Retirement or other termination of
employment.  The interest rate credited
for any Plan Year shall be the Moody’s Average Corporate Bond Rate for August
of the immediately preceding year, and the Plan Sponsor shall notify each Participant
of such rate prior to commencement of a Plan Year.  Such interest shall be credited monthly and compounded
daily.  Following a Participant’s
Retirement or termination of employment from a Company, interest shall be
credited at such rate and in such manner as the Administrative Committee determines
is consistent with the rate at which interest is credited and the manner in
which interest is credited hereunder prior to such Retirement or termination of
employment.


 


Section 4.3                                      Account
Valuation; Participant Statements. 
For each Plan Year or more frequently as the Committee may determine,
the Committee shall provide a written statement to each Participant setting
forth as of a date specified in such statement: (i) the amount credited to his
Account under Section 3.2(b), (c) or (d), as applicable, (ii) the rate at which
interest was credited to his Account and the aggregate amount of interest
credited to the Account since the last such statement, and (iii) his total
Account balance.


 


ARTICLE
V


 


DISTRIBUTION OF ACCOUNTS


 


Section 5.1                                      Form
and Timing of Payment.


 


(a)                                  Deferred
Payment Date.  At the time a
Participant is notified of his selection by the Board under Section 3.1, he
shall elect the form and timing of payment of his Account after Retirement or
other termination of employment.  A
Participant is permitted to choose payment in the form of either a lump sum or
annual installments over a period of five (5), ten (10) or fifteen (15) years;
provided, however, that notwithstanding any such election, if a Participant’s
Account balance is less than Fifty Thousand Dollars ($50,000) on the date of
his Retirement or termination of employment from a Company, his Account shall
be paid in a lump sum.  A Participant
may elect to receive payment of his Account as soon as practical after his
Retirement or termination of employment or as soon as practical after the end
of the calendar year in which the Participant’s Retirement or termination of
employment occurs.  A Participant may
change such elections; provided, however, that any such change shall be effective
only if approved by the Committee and if received at least twelve (12) months
before the date of the Participant’s Retirement or termination of employment
with a Company.


 


(b)                                 Payment
Upon Disability or Death. 
Notwithstanding Section 5.1(a), in the event the Participant terminates
employment with the Company due to Disability, such Participant’s Account shall
be distributed in a lump sum to the Participant or his legal representative,
and in the event the Participant’s termination of employment is due to his
death, the Participant’s Account shall be distributed in a lump sum to his
Beneficiary(ies).  A distribution
pursuant to this Section 5.1(b) shall be made as soon as practical after the
Committee receives evidence that 


 


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is satisfactory to the
Committee confirming the Participant’s Disability or death and the status of an
individual as a legal representative or Beneficiary of the Participant.


 


Section 5.2                                      Committee
Action.  The Committee may, in its sole
and absolute discretion, accelerate the payment of all or any portion of the
balance credited to a Participant’s Account (i) in the event the Committee
determines that the Participant must include all or any portion of such Account
in his gross income for federal income tax purposes even though such Account
has not been distributed to the Participant, or (ii) if the Committee
determines that such payment is in the best interests of the Company.


 


ARTICLE
VI


 


ADMINISTRATION


 


Section 6.1                                      Authority
and Duties of Administrator.  The
Committee shall be responsible for administering the Plan and shall have sole
and absolute discretion to (i) determine the eligibility of employees to
participate in the Plan, (ii) interpret, construe and make determinations under
the Plan, (iii) establish such rules as may be necessary or appropriate for the
administration of the Plan, (iv) maintain Accounts, books and records with
respect to the Plan, (v) calculate the amount determined under Section 3.2(b),
(c) or (d) and the amount of interest credited under the Plan, (vi) delegate to
an Administrative Committee authority to take certain actions on behalf of the
Committee and to oversee the day-to-day operation of the Plan, and (vii) take
such other action in the administration of the Plan as the Committee deems
necessary or appropriate in furtherance hereof.  Any interpretation, construction or determination made or action
taken by the Committee with respect to the Plan shall be conclusive and binding
on all persons interested therein.


 


Section 6.2                                      Manner
of Taking Action.  All actions
permitted or required to be taken hereunder by a person who is an eligible
employee under Section 3.1 or a Participant shall be effective only if such
action is taken at the time and in the manner prescribed by the Committee and
in accordance with the terms of the Plan. 
All actions permitted or required to be taken hereunder by the Committee
may be taken by a majority of its members at a meeting in person or by
telephone, or by unanimous written consent of such members.  The Committee may delegate to any one or
more of its members authority to individually take any action the Committee is
authorized to take hereunder.


 


Section 6.3                                      Plan
Expenses.  All expenses of
administering the Plan shall be borne by the Company.


 


Section 6.4                                      Indemnification
of Administrator.  To the extent
permitted by law, the Plan Sponsor shall indemnify and save harmless any person
serving as a member of the Committee or the Administrative Committee, or both,
from claims for liability, loss or damage (including payment of expenses in
connection with defense against any such claim) which result from such person’s
good faith exercise or failure to exercise any responsibilities with respect to
the Plan.


 


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Section 6.5                                      Claims
Procedure.


 


(a)                                  Benefit
Claims.  A Participant (or his legal
representative in the event of the Participant’s Disability or his
Beneficiaries in the event of the Participant’s death) may file a claim with
respect to amounts asserted to be due hereunder by filing a written claim with
the Committee specifying the nature of such claim in detail.  Such a claim shall not be permitted unless
submitted within two years from (i) in the case of a lump sum payment, the date
on which the payment was made, (ii) in the case of installment payments, the
date on which the first in the series of payments was made, or (iii) in the
case of all other claims, the date on which the action complained of occurred
or the inaction complained of should have occurred.  The Committee shall notify the claimant within ninety (90) days
as to whether the claim is allowed or denied, unless the claimant receives
written notice from the Committee prior to the end of the ninety (90) day
period stating that special circumstances require an extension of time for a
decision on the claim, in which case the period shall be extended by an
additional sixty (60) days.  Notice of
the Committee’s decision shall be in writing, sent by mail to the Participant’s
or Beneficiary’s last known address and, if the claim is denied, such notice
shall (i) state the specific reasons for denial, (ii) refer to the specific
provisions of the Plan upon which such denial is based, and (iii) describe any
additional information or material necessary to perfect the claim, an
explanation of why such information or material is necessary, and an
explanation of the review procedure in Section 6.5(b), including a statement of
the claimant’s right to bring a civil action under Section 502(a) of ERISA
following an adverse determination on review.


 


(b)                                 Review
Procedure.  A claimant is entitled
to request a review of any denial of his claim under Section 6.5(a).  The request for review must be submitted to
the Committee in writing within sixty (60) days of mailing by the Committee of
notice of the denial.  Absent a request
for review within the sixty (60) day period, the claim shall be deemed
extinguished in its entirety.  The
claimant or his representative shall be entitled to submit issues and comments
orally and in writing as well as other relevant documents to the
Committee.  The claimant shall also be
entitled to receive from the Committee, upon request and free of charge,
reasonable access to and copies of all documents, records and other information
relating to his claim.  The review shall
be conducted by the Committee, which shall afford the claimant a hearing and
which shall render a decision in writing within sixty (60) days of a request
for a review, provided that, if the Committee determines prior to the end of
such sixty (60) day review period that special circumstances require an
extension of time for the review and decision of the denial, the period for
review and decision on the denial shall be extended by an additional sixty (60)
days.  The review shall take account of
all comments, documents, records and other information submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination under Section
6.5(a).  The claimant shall receive
written notice of the Committee’s review decision, together with specific
reasons for the decision and reference to the pertinent provisions of the Plan.  The claimant shall also be notified that,
upon request and free of charge, the claimant can have reasonable access to and
copies of all documents, records and other information relevant to his claim.


 


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ARTICLE VII


 


BENEFICIARY DESIGNATION


 


A Participant may, on a
form prescribed by and filed with the Committee, designate one or more
Beneficiaries to receive the balance credited to the Participant’s Account, if
any, in the event of the Participant’s death prior to full payment thereof.  If the designated Beneficiary is not the
spouse of the Participant, the spouse must consent to the nonspousal
Beneficiary designation, acknowledging his or her waiver of rights to the
benefit, by providing the spouse’s notarized consent on the signature form.
Such beneficiary designation may be changed by the Participant at any time
without the consent of any prior Beneficiary (other than the spouse) upon
receipt by the Committee of a new designation to that effect; provided,
however, that no such designation shall be effective unless received by the
Committee prior to the Participant’s death. 
If a Participant fails to designate a Beneficiary hereunder, or if no
Beneficiary survives the Participant, the Participant’s estate shall be deemed to
be the Beneficiary.


 


ARTICLE VIII


 


AMENDMENT OR TERMINATION


 


The Committee may amend
the Plan from time to time or terminate the Plan at any time; provided, however,
that no amendment or termination shall reduce the Participant’s Account balance
immediately prior to such amendment or termination.  In the event the Plan is terminated, payment of Accounts shall
not be accelerated unless the Committee determines otherwise, and the terms of
the Plan shall continue to apply until full payment thereof is made to the
Participant or Beneficiary.


 


ARTICLE
IX


 


MISCELLANEOUS


 


Section 9.1                                      Liability
of Company; Nature of Obligation. 
Nothing herein shall be deemed to constitute the creation of a trust or
other fiduciary relationship between a Company and any of its employees or
between a Company and any other person. 
Neither the Plan Sponsor nor any Company shall be considered a trustee
by reason of this Plan.  Participants,
Beneficiaries and any other person who may have rights hereunder shall be mere
unsecured general creditors of the Company with respect to a Participant’s
Account and any amounts under Section 3.2(b), (c) or (d) or interest credited
hereunder, and all amounts deferred or credited to an Account shall be payable
solely from the general assets of the Company.


 


Section 9.2                                      Right
of Set-Off.  Notwithstanding any
provision of the Plan to the contrary, the Plan Sponsor shall have the right to
reduce and offset any payment a Participant or Beneficiary is entitled to
receive hereunder by the amount of any debt or other amount owed to a Company
by the Participant at the time of such payment.


 


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Section 9.3                                      No
Guarantee of Employment.  Nothing
contained herein shall require the Plan Sponsor or any Company to continue the
employment of any person, and the Plan Sponsor and any Company shall have the
right to terminate the employment of any person at any time notwithstanding the
terms of the Plan.


 


Section 9.4                                      Benefits
Not Assignable.  The Account of a
Participant and any right or interest in any Salary or Incentive Compensation
deferred or interest credited hereunder shall not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any kind or nature, or
claim for alimony or support pursuant to a divorce decree or other court order,
and any attempt to accomplish the foregoing shall be null and void.


 


Section 9.5                                      Severability.  If any particular provision of the Plan
shall be found by final judgment of a court or administrative tribunal of
competent jurisdiction to be illegal, invalid or unenforceable, such illegal,
invalid or unenforceable provision shall not affect any other provision of the
Plan and the other provisions of the Plan shall remain in full force and
effect.


 


Section 9.6                                      Tax
Withholding.  Any amounts payable
hereunder shall be subject to all applicable federal, state and local tax
withholding.


 


Section 9.7                                      
Headings.  The headings of the
several Articles and Sections of this Agreement have been inserted for
convenience of reference only and shall in no way restrict or modify any of the
terms of the provisions hereof.


 


Section 9.8                                      Governing
Law.  To the extent not subject to
ERISA, the Plan shall be governed by and construed and enforced in accordance
with the laws of the State of Idaho, without regard to conflicts of laws
principles thereof.


 


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