<Page>

                                                                    Exhibit 10.6


                          AGREEMENT FOR CONSULTING AND
                              PROFESSIONAL SERVICES
                                      AMONG
                                RAYTHEON COMPANY,
                        RAYTHEON ENGINEERS & CONSTRUCTORS
                               INTERNATIONAL, INC.
                                       AND
                      WASHINGTON GROUP INTERNATIONAL, INC.


      THIS AGREEMENT ("AGREEMENT") for Consulting and Professional Services
(together with the Attachments hereto) is dated and effective as of January 23,
2002 (the "EFFECTIVE DATE"), and is hereby made and entered into by and among
RAYTHEON COMPANY, a Delaware corporation ("RAYTHEON"), RAYTHEON ENGINEERS &
CONSTRUCTORS INTERNATIONAL, INC., a Delaware corporation ("RECI" and
collectively with Raytheon, "CLIENT"), each having a place of business located
at 141 Spring Street, Lexington, Massachusetts 02421, and WASHINGTON GROUP
INTERNATIONAL, INC., an Ohio corporation (hereinafter "CONSULTANT" or
"WASHINGTON") having a place of business located at 510 Carnegie Center,
Princeton, New Jersey 08540.

      WHEREAS, on May 14, 2001, Consultant and its ultimate corporate parent,
Washington Group International, Inc., a Delaware corporation ("WGI DELAWARE"),
filed voluntary bankruptcy petitions (the "BANKRUPTCY FILING") in the United
States Bankruptcy Court (the "BANKRUPTCY COURT") for the District of Nevada;

      WHEREAS, Client and WGI Delaware and certain of their subsidiaries have
entered into that certain Settlement Agreement dated as of January 23, 2002 (the
"SETTLEMENT AGREEMENT"), pursuant to which the parties thereto have agreed to
resolve certain outstanding claims;

      WHEREAS, pursuant to the Settlement Agreement, the parties hereto agreed
to enter into this Agreement;

      WHEREAS, pursuant to that certain Agreement For Consulting And
Professional Services between Raytheon and Consultant, dated as of March 20,
2001 (as amended to date, the "SITHE SERVICES AGREEMENT"), Raytheon and
Consultant entered into certain arrangements with respect to which Consultant
has provided and will continue to provide certain services relating to two
projects located in Massachusetts, known as the "Sithe Mystic" and Sithe Fore
River" projects;

      WHEREAS, pursuant to that certain Project Completion Agreement, dated as
of November 16, 2001 (the "RED OAK PCA"), between Raytheon and the Consultant,
Consultant agreed to provide certain services in connection with the Red Oak
project located in Red Oak, New Jersey;

      WHEREAS, pursuant to (i) that certain Project Completion Agreement, dated
as of November 16, 2001 (the "ILIJAN SUPPLY PCA", between Raytheon, Mitsubishi
Corporation and a subsidiary of Consultant, United Engineers International, Inc.
("UEI"), and (ii) that certain Project Completion Agreement, dated as of
November 16, 2001 (the "ILIJAN CONSTRUCTION PCA" and together with the Ilijan
Supply PCA, the "ILIJAN PCAS"), between Raytheon, Mitsubishi Corporation and a
subsidiary of Consultant, Raytheon Ebasco Overseas Limited ("REOL"), UEI and
REOL agreed to provide certain services to Raytheon in connection with the
Ilijan project located in the Philippines;


                                      -1-
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      WHEREAS, pursuant to a letter agreement, dated January 9, 2001 ("PUERTO
PLATA AGREEMENT"), among WGI Delaware, Raytheon and Lexington Insurance relating
to the Puerto Plata project, WGI Delaware and certain of its Affiliates are
performing certain work relating to the SD boiler;

      WHEREAS, Client or its affiliates have provided letters of credit,
corporate guarantees, or surety bonds (collectively, "SUPPORT AGREEMENTS") in
connection with a number of projects, including the Saltend, Damhead, Jindal,
Posven, Ratchaburi, Tallahassee, Acme, Ezhou, Egypt Electric, NACIC and Clear
Alaska projects described in ANNEX A-1; these projects and any other project
with respect to which (i) Client has provided Support Agreements and (ii)
Consultant or WGI Delaware or another one of their respective subsidiaries
(collectively referred to as "AFFILIATES" of Consultant) has rejected contracts
as part of the Bankruptcy Filing, is referred to herein as a "PROJECT"; however,
the term "Project" as used in this Agreement does not include the Ilijan, Red
Oak, Sithe Mystic, Sithe Fore River or Puerto Plata projects, as those are the
subject of separate arrangements between Consultant and its Affiliates and
Client, and does not include any project that was being performed by Washington
International B.V., including those described in ANNEX A-2 hereto;

      WHEREAS, Client wishes to retain Consultant to perform certain services
from time to time as requested by Client;

      WHEREAS, Washington is willing to undertake the performance of such
services only as provided for in the terms and conditions of this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties agree as follows:

1.    DEFINED TERMS

      Capitalized terms used without definition in this Agreement have the
meanings given to such terms in the Settlement Agreement.

      In addition, as used in this Agreement, the following terms have the
following meanings:

      "ACCRUED COSTS" means any Labor Costs, Out-of-Pocket Costs or Taxes
payable to Consultant pursuant hereto which have not been paid by Client.

      "ALLOWABLE COSTS" means any current Labor Costs, Out-of-Pocket Costs, and
Taxes, and any Accrued Costs, that are required to be paid to Consultant
hereunder. Unless otherwise specified in any applicable Work Order, for purposes
of determining Allowable Costs, any personnel assigned to overseas Projects will
charge for all of their time spent during their overseas deployment to the
applicable Project, unless they actually work on other matters not subject to
this Agreement.

      "LABOR COSTS" means the labor costs, including general and administrative
costs, incurred by Consultant with respect to any Completion Services pursuant
hereto, and calculated in accordance with the rates and charges referred to in
Section 12(a).

      "OUT-OF-POCKET COSTS" means the out-of-pocket costs, including payments to
vendors and subcontractors, incurred by Consultant with respect to any
Completion Services pursuant hereto, and calculated in accordance with the rates
and charges referred to in Section 12(a), but excluding costs of


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vendors and subcontractors that Client will retain directly and pay directly, as
set forth in the applicable Work Order.

      "PARTIES" means the Client and the Consultant.

      "RAYTHEON PARTIES" means the Client and their subsidiaries and affiliates.

      "SEPARATE AGREEMENTS" means the Sithe Services Agreement, the Red Oak PCA,
the Ilijan PCAs and the Puerto Plata Agreement.

      "SEPARATE PROJECTS" means the Sithe Mystic, Sithe Fore River, Red Oak,
Ilijan and Puerto Plata projects.

      "TAX AGREEMENT" means the Disaffiliation Tax Sharing Agreement, dated as
of April 14, 2000, between Raytheon and WGI Delaware.

      "TAXES" means any taxes estimated to be levied, collected, assessed or
imposed by any government or government agency in connection with Consultant's
performance of the Completion Services, including, without limitation, any gross
receipts, franchise, sales, use, registration, excise, stamp, occupation,
license and other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings of whatever nature (including, interest, penalties, or additions to
tax in respect of the foregoing, where (i) Client has failed to pay any of the
foregoing or (ii) Client has failed to timely provide advance funding requested
by Consultant, and Consultant is required to pay the foregoing, in accordance
with the terms of this Agreement), and including, unless otherwise specified in
an applicable Work Order, the cost of tax equalization of Consultant's employees
(but not including the income taxes of Consultant or its employees) payable by
Consultant in connection with the performance of its obligations hereunder.

      "WGI PARTIES" means the Consultant and its subsidiaries and affiliates.

      "WORK ORDER" has the meaning set forth in Section 2(d) of this Agreement.

      In addition, the following terms as used in this Agreement are defined
elsewhere in this Agreement in the sections noted below:

<Table>
<Caption>
                    DEFINED TERMS         SECTION WHERE DEFINED
                    -------------         ---------------------
<S>                                       <C>
             AAA                          18(b)(i)
             Affiliates                   Preamble
             Bankruptcy Court             Preamble
             Bankruptcy Filing            Preamble
             Client                       Preamble
             Completion Services          2(a)
             Consultant                   Preamble
             Effective Date               Preamble
             Fee                          12(a)
             Ilijan Construction PCA      Preamble
             Ilijan PCAs                  Preamble
             Ilijan Supply PCAs           Preamble
             Indemnitees                  6(b)
             Losses                       4(a)
</Table>


                                       3

<Page>

<Table>
<S>                                       <C>
             Partial Termination          15(c)
             Project                      Preamble
             Project Agreements           2(a)
             Project Liaisons             17(a)
             Puerto Plata Agreement       Preamble
             Raytheon                     Preamble
             RECI                         Preamble
             Red Oak PCA                  Preamble
             REOL                         Preamble
             Replacement Contractor       2(g)
             Routine Close-Out Services   2(a)
             Settlement Agreement         Preamble
             Sithe Services Agreement     Preamble
             Specified Obligations        3(a)
             Support Agreements           Preamble
             UEI                          Preamble
             Washington                   Preamble
             WGI Delaware                 Preamble
             WGI Guaranty                 19
             Work Order                   2(d)
             Work Order Liaisons          2(d)
</Table>

2.    SERVICES TO BE RENDERED

      a)    Consultant agrees to provide personnel under the direction of Client
            to undertake and perform certain services as and to the extent
            requested by Client from time to time in accordance with the terms
            and conditions herein.  The services will generally include services
            to complete all or some of the former obligations of Consultant and
            its Affiliates to third parties under the rejected contracts
            relating to  the Projects ("COMPLETION SERVICES"), including (i)
            completion of physical work required and (ii) any routine project
            close-out activities such as obtaining final payments, resolving
            commercial issues and disputes with clients, subcontractors and
            vendors, confirming warranty completion, closing out contracts and
            subcontracts and obtaining final releases, and making foreign
            statutory filings, but excluding providing any support in connection
            with any litigation or arbitration except as provided in Section
            4(b) (with the Completion Services referred to in clause (ii)
            sometimes referred to as "ROUTINE CLOSE-OUT SERVICES").  For the
            avoidance of doubt, Consultant shall not be responsible under this
            Agreement for any performance guarantees, emissions guarantees,
            schedule guarantees, and any other guarantee or warranty set forth
            in the engineering, procurement and/or construction or other
            agreements relating to the applicable Project (the "PROJECT
            AGREEMENTS").

      b)    The Completion Services to be performed shall be generally as
            described in SCHEDULE 2(b) attached hereto. From time to time,
            Client and Consultant may modify or expand the Completion Services
            by a mutually agreed upon written amendment to this Agreement.
            Consultant will perform the Completion Services under Client's
            direction and control as more fully described in a Work Order
            (defined below) for each Project.

      c)    The Completion Services will be performed by the employees of
            Consultant and its Affiliates selected by Consultant and approved by
            Client in advance. To the extent commercially


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            practicable Consultant will furnish employees to provide Completion
            Services that have prior experience and knowledge with respect to
            the applicable Project.  Notwithstanding the provisions of this
            Section 2, Consultant personnel shall not be required to provide any
            Completion Services in Pakistan or other foreign country in
            connection with any Project unless (i) Consultant is reasonably
            satisfied regarding safety and security in Pakistan or such other
            foreign country, and (ii) in the case of Pakistan only, Consultant
            is satisfied, in its sole and absolute discretion, regarding its
            exposure to legal liability to judgments or other legal process.  In
            the event that Consultant is not reasonably satisfied regarding
            safety and security in Pakistan or such other foreign country,
            Consultant shall notify Client of such concerns, and the parties
            shall meet to discuss such concerns, and to, in good faith, enter
            into an alternative arrangements.

      d)    In the event that Client requests Consultant to provide Completion
            Services with respect to a Project, Client will notify Consultant of
            the initial scope of Completion Services requested and the parties
            will meet (either in person or by conference call) to discuss the
            Completion Services to be provided and the appropriate staffing for
            the Completion Services. Within one week after such meeting, Client
            and Consultant will prepare and agree upon a work order that refers
            to this Agreement and describes the initial scope of Completion
            Services to be provided with respect to the Project and the initial
            staffing (a "WORK ORDER").  The Work Order for any Project will also
            designate the principal contacts for either party with respect to
            such Project (the "WORK ORDER LIAISONS").  Unless otherwise agreed
            by the Client and the Consultant, each Work Order shall generally be
            in the form of SCHEDULE 2(d).  On any Project the applicable Work
            Order shall set forth all budget requirements (including the
            requirement for any periodic estimates), staffing plans, schedule
            estimates, payment terms, funding mechanics and reconciliation
            procedures to be applied on such Project, in the event the budget,
            payment and reconciliation procedures will be different from those
            set forth in Section 12(b).  In the case of any conflict between the
            terms of any Work Order and the general terms contained herein, the
            terms of any Work Order shall control.

      e)    The Completion Services also shall include provision of craft labor
            for each Project from time to time as requested by Client and as
            agreed to by the Parties in a Work Order. Such craft labor is
            excluded from the requirements of Section 2(c) above but any hiring
            of craft labor is subject to the prior approval of Client. Craft
            labor will be reimbursed at cost including all applicable fringe
            benefits, payroll taxes and insurance.

      f)    Notwithstanding anything else to the contrary in this Agreement,
            Consultant shall recommend to Client, and the applicable Work Order
            shall reflect, the employees and number and type of craft labor
            necessary to perform Completion Services. Client shall be solely
            responsible for determining such level of effort necessary to
            perform the Completion Services in accordance with the related Work
            Order.

      g)    In the event that Client terminates Consultant's services with
            respect to any Project, Client shall not solicit for employment any
            of the employees identified in the applicable Work Order as
            providing Completion Services for such Project, and Client shall use
            commercially reasonable efforts to cause any proposed contractor
            retained to replace Consultant (a "REPLACEMENT CONTRACTOR") to
            similarly not solicit such employees for the period beginning upon
            the date of this Agreement and, (i) in the case of a termination
            where such termination follows Consultant's receipt of a notice of
            and failure to timely cure or commence and continue reasonable


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            efforts to timely cure any condition or event which in the
            reasonable judgment of Client is likely to cause a material delay in
            the applicable Project schedule or cause any category of costs in
            the applicable Project budget to be materially exceeded or
            materially adversely affect the execution of the Completion
            Services, ending upon the date five (5) days from such notice, and
            (ii) in the case of any other termination, ending upon the date 120
            days from the notice of such termination.

      h)    In the event that because a particular Project had been previously
            performed by an Affiliate of Consultant or for any other reason, in
            order to effectuate the intent of this Agreement performance of any
            obligations of Consultant under this Agreement are required to be
            performed by any of Consultant's Affiliates, the Consultant will
            cause such Affiliate to perform the applicable obligations under
            this Agreement, and the Client will accept performance by such
            Affiliate.  The Parties will describe in the applicable Work Order
            whether or not performance by an Affiliate of Consultant is
            anticipated to be required.

3.    RESPONSIBILITY FOR COMPLETION SERVICES

      a)    Consultant warrants to perform the Completion Services in accordance
            with that degree of care and skill ordinarily exercised by members
            of the engineering and construction profession existing as of the
            date  this Agreement became effective and in accordance with the
            performance standards that previously applied to the performance by
            Consultant and its Affiliates of their obligations under the
            applicable Project Agreements, which shall be set forth in each Work
            Order (in each case the "SPECIFIED OBLIGATIONS"); PROVIDED, HOWEVER,
            that the only remedy hereunder and Consultant's only liability,
            unless Consultant or one of its Affiliates has performed with
            willful misconduct or gross negligence, for the failure by
            Consultant or one of its Affiliates to perform in accordance with
            the Specified Obligations shall be, at Client's option, (i)
            termination pursuant to this Agreement or (ii) Consultant or one of
            its Affiliates shall re-perform all non-complying work on a
            cost-reimbursable basis, in accordance with the terms and conditions
            hereof; PROVIDED, HOWEVER, no Fee or profit of any kind shall be
            payable by Client with respect to such re-performance work.
            Notwithstanding the foregoing, Consultant or one of its Affiliates
            shall not be responsible under this Agreement for any performance
            guarantees, emissions guarantees, schedule guarantees, and any other
            guarantee or warranty set forth in any Project Agreements.

      b)    Because Consultant and its Affiliates and their employees are under
            Client's direction and control, Consultant and its directors,
            officers, employees, agents and Affiliates shall have no liability
            to Client or to third parties for injuries or alleged injuries to
            persons (including death), or for damages or alleged damages to
            property, including Client's property and any Project owner's
            property, arising out of or in connection with these Completion
            Services, except to the extent arising out of Consultant's or one of
            its Affiliate's gross negligence or willful misconduct.

4.    CONSULTANT'S ADDITIONAL OBLIGATIONS.

      a)    CONSULTANT'S INDEMNITY.  In performing its obligations under this
            Agreement, Consultant shall be responsible for, and shall indemnify,
            defend and hold Client and its subsidiaries and all directors,
            officers, employees and/or agents of the foregoing harmless against,
            any and all claims, liabilities, expenses, damages, losses, costs,
            judgments, demands and suits (including reasonable attorneys' fees)
            ("LOSSES") arising from the gross negligence or willful misconduct
            of Consultant or its Affiliates in the performance or nonperformance
            of


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            Consultant's  obligations under this Agreement; PROVIDED, HOWEVER,
            that in any case in which Consultant  uses commercially reasonable
            efforts to perform and comply with its obligations hereunder and
            takes all reasonable steps to abide by the directions of Client and
            the terms of this Agreement, Consultant and its Affiliates shall be
            deemed not to have breached such obligations.

      b)    CLAIMS SUPPORT.  To the extent requested by Client for a particular
            Project, as part of the Completion Services, Consultant shall use
            commercially reasonable efforts to diligently pursue, settle,
            investigate, negotiate (or, as necessary, defend) change orders and
            claims for equitable adjustment and other claims relating to the
            performance of Completion Services pursuant to this Agreement with
            respect to that Project, including any claims for warranty or for
            non-complying work or delivery, against the Project owner,
            customers, suppliers, subcontractors, vendors and non-contract
            parties (collectively, "PROJECT COMPLETION CLAIMS"), other than
            those Project Completion Claims that Consultant reasonably believes
            are not commercially reasonable (and in the case of defending
            Project Completion Claims, that Consultant reasonably believes are
            not commercially reasonable to defend); PROVIDED THAT Consultant
            shall not be required to litigate, arbitrate or assume the defense
            of any Project Completion Claim in its own name, although the
            Consultant acknowledges that it may be sued in its own name and will
            be required to litigate such claim, in its own name, subject to
            Client's obligations to indemnify Consultant as provided in Section
            6 hereof.  For the avoidance of doubt, the Consultant and Client
            acknowledge that any claims relating to the Projects but not
            relating to the performance of Completion Services pursuant to this
            Agreement or not constituting part of the Routine Close-Out
            Services, including without limitation the resolution in the
            Bankruptcy Court of claims asserted by third parties as unsecured
            claims in connection with the Bankruptcy Filing, shall not be
            pursued or defended pursuant to the terms of this Agreement, but
            shall be subject to the terms set forth in the Settlement Agreement.
             Consultant's pursuit or defense, if any, of Project Completion
            Claims shall be at the direction and under the control of Client.
            Consultant shall use commercially reasonable efforts to assist
            Client in pursuing, litigating, arbitrating or defending against any
            Project Completion Claims, and Client shall take the lead role in
            such process.  In the event that Consultant reasonably believes such
            Project Completion Claims are not commercially reasonable, or that
            the defense of such Project Completion Claims is not commercially
            reasonable, and Client wishes to pursue or defend such Project
            Completion Claim, Consultant agrees to provide, diligently and in
            good faith, all documentation, information, access, and access to
            (but not use of) personnel requested by Client.  Without limiting
            the generality of the foregoing, it shall be deemed reasonable for
            Client to request to meet with witnesses in advance of any testimony
            they may be asked or required to give at a deposition or hearing of
            any sort relating to Project Completion Claims and to have the
            witnesses furnished by Consultant travel to the location of any
            hearing

      c)    GOOD STANDING. Consultant shall maintain its existence and good
            standing and the existence and good standing of any Affiliate
            performing Completion Services, until performance is completed.

      d)    PERMITS AND LICENSES. Consultant shall maintain the existence and
            effectiveness of all permits necessary for performance by Consultant
            or its Affiliates of any Completion Services hereunder, and such
            maintenance shall constitute part of the Completion Services to be
            performed by Consultant under this Agreement.

5.    WARRANTY EXCLUSION


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      a)    Consultant's sole liability to Client for any Completion Services
            that fail to meet the standard set forth in Section 3(a) or set
            forth in any Work Order and that do not constitute gross negligence
            or willful misconduct, shall be to reperform the non-conforming
            Completion Services, written notice of which must be promptly given
            after discovery by Client to Consultant. Consultant's obligation for
            reperformance of non-conforming Completion Services shall begin at
            Work Order completion, and extend for a term of one (1) year
            thereafter. Any costs of reperformance will be an Allowable Cost
            under this Agreement, but Consultant will not be entitled to any Fee
            for such reperformance. The Consultant's liability for gross
            negligence or willful misconduct is set forth in Section 4(a).

      B)    THE ONLY WARRANTIES MADE BY CONSULTANT ARE THOSE EXPRESSLY
            ENUMERATED IN SECTION 3 ABOVE. ANY OTHER STATEMENTS OF FACT OR
            DESCRIPTIONS EXPRESSED IN THIS AGREEMENT OR ANY ATTACHMENTS HERETO
            SHALL NOT BE DEEMED TO CONSTITUTE A WARRANTY OF THE COMPLETION
            SERVICES OR ANY PART THEREOF. THE WARRANTIES SET FORTH IN SECTION 3
            A) ABOVE ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES,
            WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING BUT NOT LIMITED TO
            ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY
            PARTICULAR PURPOSE(S) AND ANY AND ALL WARRANTIES ARISING FROM COURSE
            OF DEALING AND/OR USAGE OF TRADE). THE REMEDIES PROVIDED IN SECTION
            5(a) ABOVE ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE
            OF CONSULTANT TO COMPLY WITH THE WARRANTIES IN SECTION (3a) AND ARE
            EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES OF ANY KIND
            WHATSOEVER, AS STATED ABOVE. EXCEPT AS PROVIDED IN SECTION 4(a) WITH
            RESPECT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CORRECTION OF ANY
            NONCONFORMITY IN COMPLETION SERVICES IN THE MANNER AND FOR THE
            PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE COMPLETE FULFILLMENT
            OF ALL THE LIABILITIES AND WARRANTIES OF CONSULTANT FOR ANY AND ALL
            DEFECTIVE OR NONCONFORMING COMPLETION SERVICES WHETHER THE CLAIMS OF
            CLIENT ARE BASED UPON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO
            NEGLIGENCE AND STRICT LIABILITY), ERRORS OR OMISSIONS, WARRANTIES,
            INDEMNITY OR OTHERWISE WITH RESPECT TO OR ARISING OUT OF ANY
            COMPLETION SERVICES PERFORMED HEREUNDER.

6.    QUALITY ASSURANCE; INDEMNITY BY CLIENT

      a)    Performance by Consultant of any quality assurance, vendor
            assurance, project management, construction management, or other
            third party oversight or advisory services shall in no way
            constitute an assumption by Consultant, or by any of its suppliers
            or subcontractors of any tier, of, or relieve a Client or its
            consultants or suppliers from, any responsibility for delivery of
            any services, materials, equipment and documentation in strict
            accordance with the requirements of the consultant, manufacturer, or
            supplier/Client contract.

      b)    Client agrees to indemnify, defend and hold harmless Consultant and
            its Affiliates and any and all directors, officers, employees and/or
            agents of the foregoing (collectively, the "INDEMNITEES") from and
            against any and all Losses of any kind and nature whatsoever,
            arising from the Consultant's performance of this Agreement.

      c)    Notwithstanding paragraph (b) above, or any provision to the
            contrary contained herein, Client shall not indemnify, hold
            harmless, or defend the Indemnitees with regard to Losses of any
            kind or nature whatsoever to the proportionate extent that such
            Losses:


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            (i)   arise from any Indemnitee's breach of this Agreement, other
                  than any breach of the Specified Obligations or other failure
                  to perform any Completion Services in the manner required by
                  this Agreement that does not arise from any Indemnitee's gross
                  negligence or willful misconduct;

            (ii)  arise from any Indemnitee's gross negligence or willful
                  misconduct;

            (iii) are covered by the collected proceeds of any insurance policy
                  covering the applicable Project, to the extent of such
                  proceeds;

            (iv)  are the responsibility of WGI Delaware under the WGI Guaranty;
                  or

            (v)   arise under or relate to the prior performance of any of the
                  Project Agreements or any other subcontract, vendor contract
                  or other contract relating to any Project that were rejected
                  by Consultant or any Affiliates and that was asserted or could
                  have been asserted as a claim (as defined in Section 101(5) of
                  the Bankruptcy Code) against the Debtors, or any of them, as
                  part of the Bankruptcy Case.

      d)    Solely with respect to the Ratchaburi project, the Client shall also
            indemnify Consultant and its affiliates for valid claims of General
            Electric Company and its affiliates (collectively, "GE") for
            payments made and liabilities incurred to vendors and subcontractors
            of Consultant and its affiliates after May 14, 2001 and prior to the
            date of this Agreement as a result of the non-performance by
            Consultant and its affiliates during this period.

7.    FORCE MAJEURE

      Any delay or failure of Consultant in performing its required obligations
      hereunder shall be excused if and to the extent it is caused by a Force
      Majeure event. A "Force Majeure" event shall mean an event due to any
      cause or causes beyond the reasonable control of Consultant and shall
      include, but not be limited to, acts or orders of any governmental body or
      changes in laws or government regulations or interpretations or
      application thereof, acts or omissions of Client or its other consultants,
      acts of God, war, riot, fire, flood, explosion, hurricane, tornado,
      epidemic, earthquake, transportation accidents, terrorism, sabotage or
      strikes. In such event, the time for performance hereunder shall be
      extended for a period of time sufficient to overcome the effects of such
      delay, and Consultant's compensation shall be equitably adjusted to
      reflect any increased costs of performance of the Completion Services.

8.    INSURANCE

      a)    Upon Client's written request, Consultant shall effect and maintain
            insurance with the following limits:

            (i)   Workers' compensation for statutory limits in compliance with
                  the applicable state and federal laws and employers' liability
                  with a limit of $2,000,000.

            (ii)  Comprehensive general liability including products/completed
                  operations, contractual coverage for the indemnification
                  provisions set forth in Section 4(a)


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                  and broad form property damage with the limits of $5,000,000
                  any occurrence and in the aggregate, combined for bodily and
                  personal injury and property damage.

            (iii) Automobile liability including owned, non-owned, and leased
                  automobiles with the limits of $5,000,000 any one occurrence
                  and in the aggregate, combined single limit for bodily injury
                  and property damage.

            (iv)  Professional liability with a limit of $10,000,000 and a
                  deductible or self insured retention of $2,000,000 for any one
                  occurrence and in the aggregate.

      b)    If requested by Client, Consultant shall furnish to Client
            certificates of insurance signed by the insurers, indicating that
            policies with respect to the aforementioned insurance have been
            issued and that such policies contain provisions regarding prior
            notification of cancellation.

      c)    Consultant and Client each waive all rights of recovery against a
            loss occurring to property of the other, to the extent that such
            waivers do not invalidate the property insurance of either.

      d)    In the event Client makes a claim against Consultant covered by the
            professional liability insurance coverage, Client shall receive any
            proceeds resulting from such claim net of the deductible or self
            insured retention by Consultant or its Affiliates.

      e)    To the extent permitted under the applicable Project Agreements,
            Client and Consultant agree that any insurance coverage provided by
            the project owners under the Project Agreements shall be primary,
            and that insurance provided by Consultant shall be excess and
            non-contributory.

      f)    Client and Consultant also agree to review any insurance coverage
            provided by project owners under the applicable Project Agreements
            so that the coverages required to be maintained in Section 8(a) may
            be reduced and the resultant cost can be reduced, each at the mutual
            agreement of Client and Consultant.

9.    WAIVER OF CONSEQUENTIAL DAMAGES

      As it relates to performance of Completion Services under this Agreement,
      neither Consultant nor Client nor their respective employees, officers,
      directors, affiliates, consultants, agents and subcontractors or suppliers
      of any tier, if any, shall be liable for any special, indirect, punitive,
      exemplary, incidental, or consequential damages of any nature, including,
      without limitation, any loss of actual or anticipated profits or revenues,
      loss by reason of shutdown, operation, non-operation, or increased expense
      of operation, loss of use, cost of capital, cost of replacement power and
      any other loss due to power outages, damage to or loss of property or
      equipment of Client or project owners, or claims of customers of Client or
      project owners, regardless of whether due to or based upon delay,
      contract, warranty, tort, negligence, strict liability, error or omission,
      indemnity or otherwise.

10.   HAZARDOUS SUBSTANCE

      a)    Consultant shall not be liable or responsible for any hazardous
            waste, toxic substance, pollution or contamination that (i)
            Consultant does not introduce into or onto a Project site in a
            manner that violates this Agreement or the applicable Work Order;
            and (ii) that is not used,


                                       10
<Page>

            generated, treated or handled by Consultant, at any time, on the
            Project site(s) in a manner that violates this Agreement or the
            applicable Work Order.

      b)    Consultant shall not introduce any hazardous waste, toxic substance,
            pollution or contamination into any Project site without the prior
            authorization of Client, other than materials, fuels or substances
            used in the ordinary course of performing Client's obligations under
            this Agreement and the applicable Work Order.

      c)    Client shall indemnify Consultant for any direct loss or liability
            sustained by Consultant to the proportionate extent such loss or
            liability is associated with any such hazardous waste, toxic
            substance, pollution or contamination that does not fall within the
            scope of (a)(i) or (a)(ii) above.

11.   CHANGES

      Client may from time to time seek to modify, extend or enlarge the
      Completion Services being performed with respect to a particular Project
      by written instructions to Consultant to perform additional Completion
      Services, modify the schedule or direct the omission of work previously
      ordered. In the event Client requests that Consultant perform additional
      Completion Services, or make other modifications to the Completion
      Services, the existing Work Order will be revised to reflect such changes.
      In no event, however, shall Consultant be obligated to perform such
      additional services or modify or extend such services without prior
      written amendment to an existing Work Order signed by Client and accepted
      in writing by Consultant. In addition, Client may from time to time direct
      Consultant to cease performing one or more of the Completion Services that
      Consultant had been previously performing. Costs associated with the
      Completion Services contemplated prior to the change that had been
      incurred prior to the time the change could reasonably take effect, any
      field demobilization costs required as a result of the termination of work
      or change in scope, and any additional Completion Services requested by
      Client to be performed in connection with such termination of work or
      change in scope, shall all constitute Allowable Costs hereunder to the
      extent incurred in accordance with the rates and charges referred to in
      SCHEDULE 12(a).

12.   PAYMENT TERMS

      a)    WORK ORDERS.  All payment terms shall be as specified in the
            applicable Work Order for any Project.  In general, and unless
            specifically set forth and agreed by Client and Consultant to the
            contrary in this Agreement or such Work Order, Consultant shall be
            paid, in advance, for all Allowable Costs, plus a fee in the amount
            of 7.50% of such Allowable Costs (the "FEE").  Unless otherwise
            provided in the applicable Work Order, Allowable Costs will be
            calculated in accordance with the terms and conditions set forth on
            SCHEDULE 12(a).

      b)    DEFAULT BUDGET; FUNDING; RECONCILIATION. Unless otherwise agreed to
            by the Parties in a Work Order, for any Project for which Consultant
            shall perform any Completion Services:

                  (i) Consultant shall prepare a budget, and semi-monthly
            updates, containing Consultant's reasonable estimate of the
            anticipated costs of performing such services through completion of
            such services, broken down by cost element;

                  (ii) Consultant shall notify Client no less than fourteen (14)
            days in advance of the start of any two week period in which
            services are to be performed of the anticipated Allowable Costs to
            be expended by Consultant for such two week period, and at the
            request


                                       11
<Page>

            of Client, Consultant shall meet and confer with Client regarding
            the amounts to be funded thereby;

                  (iii) no less than (3) business days in advance of such
            two-week period, Client shall wire funds to Consultant for such two
            week period, in an amount not less than the amount requested by
            Client, or the amount agreed to by the Parties after having met and
            conferred, taking into account any credits or debits from any prior
            period; and

                  (iv) Consultant shall provide a monthly reconciliation to
            Client, no later than twenty one (21) days following the end of any
            month in which services were performed, of the costs actually
            incurred during such month, and the Parties shall make such debits
            or credits as are appropriate.

      c)    IN HOUSE COSTS. Consultant may include as Labor Costs the costs of
            in-house counsel and other administrative personnel performing any
            of the Completion Services, provided the costs of such personnel are
            incurred in connection with, and budgeted or otherwise approved in
            compliance with, the applicable Work Order and provided further that
            any use of in-house tax personnel must be approved in advance by
            Client.

      d)    NO PRIOR AMOUNTS.  No amounts spent by Consultant or its Affiliates
            on a Project that were spent prior to, or not in connection with
            this Agreement, shall constitute an Allowable Cost (or an Accrued
            Cost), unless such amounts are approved by Client, in writing, in a
            Work Order for such Project pursuant to the terms hereof.  Client
            has previously approved the Allowable Costs relating to certain
            Projects listed on SCHEDULE 12(c) hereto, and such Allowable Costs
            shall be paid within five (5) business days after the date of this
            Agreement.  Certain other costs listed on SCHEDULE 12(c) are subject
            to review and mutual agreement as described in SCHEDULE 12(c).

      e)    NO DUPLICATION. No amount payable by Client under this Agreement,
            for Allowable Costs, for indemnity, or otherwise, shall be payable,
            or paid, to Consultant more than once. Consultant shall not include
            any item in any request for payment or reimbursement for which
            Consultant has already been paid by Client under any other agreement
            or arrangement with respect to the Project.

      f)    AUDIT RIGHTS.  Client shall have reasonable access during normal
            business hours to Consultant's books and records as necessary to
            verify the number of man-hours actually charged in a given work
            week, all Out-of-Pocket costs, including subcontractor and vendor
            payments, any Taxes, and the application of the appropriate rates
            and multipliers to the man-hours charged.  Client shall not have
            audit rights with respect to the agreed upon multiplier rates set
            forth in SCHEDULE 12(a) for Labor Costs and certain Out-of-Pocket
            Costs.

      g)    TAX COOPERATION.  Consultant shall cooperate with Client, prior to
            or following the expiration or earlier termination of this
            Agreement, to obtain Tax refunds from any applicable taxing
            authorities for the benefit of Client, for any Taxes paid by Client,
            or reimbursed to Consultant, pursuant to this Agreement, or any
            other prior arrangement between the Parties. Client shall compensate
            Consultant (at rates and fees substantially similar to the rates and
            fees for work or services performed hereunder) for any work
            performed under this paragraph (f) following the termination or
            expiration of this Agreement.  The parties shall endeavor to
            minimize Taxes payable in connection with the Completion Services,
            to the extent permitted


                                       12
<Page>

            by law.  Any refunds for Taxes that are governed by the Tax
            Agreement will be pursued and remitted as provided in the Tax
            Agreement.

      h)    SET OFF. Client agrees to fund its obligations to make payments
            pursuant to the applicable Work Order notwithstanding any right of
            set-off or recoupment that Client may have or allege against any
            sums due under this Agreement.

13.   INDEPENDENT CONSULTANT

      Consultant is an independent contractor. Neither Consultant, nor any of
      its employees, are or shall be deemed to be agents or employees of Client.
      Notwithstanding anything else to the contrary in this Agreement,
      Consultant may at its sole discretion, discharge any of its employees for
      cause.

14.   OWNERSHIP OF DOCUMENTS

      All right, title and interest in all (without limitation) data, analyses,
      drafts, reports, drawings, prints, records, notebooks, manuals, computer
      printouts or intellectual property delivered to Client under this
      Agreement or generated solely in the performance of the Completion
      Services shall become the property of Client and such documents shall be
      delivered to Client upon Client's full and complete payment for such
      Completion Services. Client agrees to hold harmless and indemnify
      Consultant against any and all damages, claims, causes of action,
      expenses, liabilities, costs and losses, including, but not limited to,
      defense costs and attorneys' fees, arising out of any reuse by Client or
      others of the materials, data, or reports for any other projects or
      matters unrelated to the Projects without the written authorization of
      Consultant. Client expressly agrees that it shall not and is not
      authorized to so use any such documents without such authorization. Client
      hereby grants to Consultant the unrestricted, royalty free right to retain
      copies of these materials and to use these materials and the information
      contained therein, on a world wide basis, in the normal course of
      Consultant's business for any and all lawful purposes subject to the
      confidentiality provisions hereof.

      In the course of performance of its Completion Services Consultant may
      rely upon information supplied by Client or Client's partners,
      contractors, or consultants, or information available from generally
      accepted reputable sources without independent verification. Consultant
      shall have no liability for defects in its Completion Services
      attributable to Consultant's reliance upon or use of data, design
      criteria, drawings, specifications or other information furnished by
      Client.

15.   TERMINATION AND SUSPENSION

      a)    Client shall have the right to terminate this Agreement prior to
            completion of the Completion Services after delivery of ten (10)
            days written notice to  Consultant, in which event Client shall pay
            Consultant all amounts due up to the effective date of termination
            plus all Allowable Costs incurred in connection with field
            demobilization required as a result of such termination.  To the
            extent that Client requests that Consultant perform services
            post-termination, Consultant shall be paid its actual costs, based
            upon Allowable Costs, plus Fees.

      b)    Consultant may suspend performance on a Work Order for non-payment
            of amounts due on a Work Order after five (5) days notice. In
            addition, Consultant may terminate performance under such Work Order
            after thirty (30) days cumulative suspension for non-payment.


                                       13
<Page>

      c)    In the event that Client or Consultant terminates the Completion
            Services with respect to a particular Work Order (a "PARTIAL
            TERMINATION") or this Agreement is terminated pursuant to paragraph
            a) above, any and all amounts previously paid to Consultant and not
            disbursed to pay Allowable Costs or Fee pursuant to the applicable
            Work Order, in the case of a Partial Termination only insofar as it
            relates to the applicable Work Order,  shall be immediately
            disbursed to Client, inclusive of all interest thereon or credits
            owing thereto, without any set-off or deduction of any kind other
            than Allowable Costs to be reimbursed pursuant to this Agreement,
            including Consultant's field demobilization costs that are
            reimbursable pursuant to this Agreement, plus the portion of any Fee
            earned prior to the date of termination. Consultant will also remit
            directly back to Client any and all amounts received under this
            Agreement that remain unspent as of the termination date, in the
            case if a Partial Termination only insofar as it relates to the
            applicable Project.

16.   TERM

      Unless otherwise specified, the term of this Agreement shall be no more
      than five (5) years from the Effective Date, subject to earlier
      termination as herein provided. In addition, provided that Consultant
      provides ninety (90) days' prior written notice, Consultant will not be
      required to provide Completion Services after the second anniversary of
      the date of this Agreement and at any time thereafter, Consultant shall be
      permitted to terminate this Agreement or any Work Order, insofar as it
      relates to any Completion Services, upon ninety (90) days written notice
      to Client. Consultant and Client may mutually agree upon an extension of
      this Agreement. Such extension must be in writing and signed by both
      Consultant and Client.

17.   CLIENT ACCESS

      a)    For purposes of the overall administration of this Agreement, Client
            and Consultant shall each appoint a single representative (the
            "PROJECT LIAISONS"), who shall coordinate all matters relating to
            this Agreement. If and to the extent that the Consultant's Project
            Liaison performs services for Consultant that are related to this
            Agreement, the costs related to such services shall constitute
            Allowable Costs related to this Agreement.

      b)    WORK ORDER LIAISONS. As noted in Section 2, the applicable Work
            Order will designate the "Work Order Liaisons" for the Projects. For
            purposes of administering this Agreement each party shall be
            entitled to rely upon the direction of the other party's Work Order
            Liaison.

      c)    CLIENT ACCESS. Client will be entitled to place a reasonable number
            of employees, consultants or representatives on-site at the
            applicable Project and, during regular business hours, at the
            Consultant's Princeton offices to observe and supervise the
            performance by the Consultant of its obligations under this
            Agreement, and Client and its representatives, including any third
            party consultant retained by Client, will be permitted to have
            access to and examine and take copies of any documents, books,
            records, materials and other information, whether in tangible or
            electronic form, relating to the applicable Project, including any
            and all engineering, procurement and construction documents,
            purchase orders, invoices, specifications, progress reports, plans
            and designs.  With regards to access to Consultant's Princeton, New
            Jersey, offices, (i) access shall be given during normal business
            hours, and (ii) Client's personnel shall be subject to Consultant's
            prior approval, such approval not to be unreasonably withheld or
            delayed.  In addition to those personnel subject to the foregoing
            approval process, Consultant expressly will pre-approve and permit


                                       14
<Page>

            the persons listed on SCHEDULE 17 to have access to the Princeton
            facilities.  The Consultant shall provide Client with copies of all
            internal and external project reports and correspondence as
            generated or received relating to the applicable Project.  The
            Project Liaisons will conduct periodic Project reviews and progress
            meetings as requested by Client.  The Consultant shall not designate
            a replacement Project Liaison without the consent of Client, which
            consent shall not be unreasonably withheld or delayed.  Consultant's
            costs in complying with the obligations contained in this Section 17
            shall constitute Allowable Costs.

18.   DISPUTE RESOLUTION

      a)    All disputes or claims arising in respect of a particular Project
            shall be referred to the Project Liaisons for settlement.  In the
            event no settlement can be reached pursuant to the preceding
            sentence within one (1) week, then senior management of Client and
            Consultant shall attempt to resolve such dispute or claim within ten
            (10) business days.  In the event the senior management cannot
            settle such disputes or claims, such disputes or claims shall be
            settled pursuant to the arbitration procedures set forth in
            Section 18(b) hereof.

      b)    (i)   Subject to the other provisions of this Section 18, any
                  party hereto may commence arbitration in conformity with and
                  under the rules of the American Arbitration Association
                  ("AAA"), and, notwithstanding anything to the contrary
                  contained herein, such arbitration shall be governed by and
                  construed in accordance with the laws of the State of New
                  York, USA.

            (ii)  The arbitral tribunal shall consist of three arbitrators. Each
                  party hereto shall appoint one arbitrator with, in the case of
                  a dispute of a technical nature, knowledge and experience in
                  such technical matters. The two arbitrators so appointed shall
                  appoint the third arbitrator who shall serve as the chairman
                  of the arbitral tribunal. If a party fails to appoint its
                  arbitrator within a period of ten (10) days after receiving
                  notice of the arbitration, or if the two arbitrators appointed
                  cannot agree on the third arbitrator within a period of ten
                  (10) days after appointment of the second arbitrator, then
                  such third arbitrator shall be appointed pursuant to the
                  procedures of the AAA Rules.

            (iii) In the event an arbitrator is appointed pursuant to the last
                  sentence of the foregoing subsection (ii), such arbitrator
                  shall be a person with experience in commercial agreements
                  and, in particular, the implementation and interpretation of
                  contracts relating to the design, engineering, construction,
                  operation and maintenance of international electrical power
                  generating facilities which have been financed on a limited
                  recourse basis (and if the dispute concerns a technical issue,
                  a person who has knowledge and experience in technical
                  matters). No arbitrator shall be a present or former employee
                  or agent of, or consultant or counsel to, either party hereto
                  or any affiliate thereof.

            (iv)  The arbitration shall be conducted in New York, New York,
                  U.S.A., and shall apply English as the language of the
                  arbitration proceedings. All documents or evidence presented
                  at such arbitration in a language other than in English shall
                  be accompanied by a certified English translation thereof. The
                  arbitrators shall apply, and shall be bound by, the applicable
                  rules of law and the terms of this Agreement. Unless the
                  Parties hereto agree otherwise in writing, the arbitrators
                  shall be permitted to order the parties to an arbitration to
                  engage in discovery (including the


                                       15
<Page>

                  taking of depositions). The arbitrators shall decide the
                  dispute by majority of the arbitral tribunal and shall state
                  in writing the reasons for its decision. Any monetary award
                  of the arbitral tribunal shall be denominated in U.S. dollars
                  and shall be paid by the earlier of (i) the time period
                  specified by the arbitral tribunal and (ii) thirty (30) days
                  after the arbitral tribunal notifies the parties of receiving
                  such award. The parties agree to direct the arbitral tribunal
                  to complete the arbitration proceeding, and issue a decision,
                  within sixty (60) days after the submission of the request
                  for arbitration.

            (v)   The parties hereby waive any rights to appeal or to review
                  such award by any court or tribunal, and such award shall be
                  final and binding.  The parties hereto further undertake to
                  carry out without delay the provisions of any arbitral award
                  or order, and each agrees that any such award or order shall
                  be conclusive and may be enforced in any jurisdiction (and the
                  parties shall submit to any such jurisdiction) by suit on the
                  arbitral award or by any other manner provided by law.  A
                  party may disclose the contents of an award of the arbitral
                  tribunal on to affiliates, governmental authorities or other
                  persons as required by applicable law.

            (vi)  The costs of such arbitration shall be determined by and
                  allocated between the parties by the arbitral tribunal in its
                  award.

            (vii) Unless the parties hereto otherwise agree, no dispute,
                  controversy or claim hereunder shall be consolidated with any
                  other arbitrable proceeding involving any third party.

19.   GUARANTEES

      a)    WGI GUARANTY. WGI Delaware shall unconditionally and irrevocably
            guaranty to Client and its designees hereunder, the due and prompt
            performance and payment when due of each and every obligation,
            responsibility, undertaking, representation, warranty, covenant and
            agreement of Consultant under this Agreement, in the form of
            SCHEDULE 19 attached hereto (the "WGI GUARANTY").

20.   GENERAL

      a)    Client and Consultant each represent and warrant that this Agreement
            has been duly authorized, executed and delivered and constitutes its
            binding agreement enforceable against it subject to the application
            of bankruptcy and other laws affecting creditor's rights and to the
            application of equitable principles.

      b)    This Agreement (including all Work Orders) together with the
            Settlement Agreement supersedes all prior written and/or oral
            contracts and agreements that may have been made or entered into
            between Client and Consultant regarding the subject matter hereof,
            including but not limited to any and all proposals, oral or written,
            and all communications between the parties relating to this
            Agreement, and constitutes the entire agreement between the parties
            hereto with respect to the subject matter hereof.  No amendment to
            this Agreement shall be enforceable unless in writing and signed by
            both parties hereto.  The language used in this Agreement will be
            deemed to be the language chosen by the Parties to express their
            mutual intent, and no rule of strict construction will be applied
            against any Party.


<Page>

      c)    Subject to Section 9.406 of the Uniform Commercial Code (as
            revised), this Agreement may not be assigned by Consultant or Client
            in any way, including by operation of law, unless mutually agreed to
            in writing.

      d)    All notices, demands and other communications hereunder regarding
            any breach, consent, waiver, termination, indemnification, or any
            proposed amendment to, or modification of, this Agreement, shall be
            in writing or by facsimile, and shall be deemed to have been duly
            given, (i) on the day such notice is delivered personally, (ii) on
            the business day such notice is sent by facsimile, provided such
            notice is sent during the normal business hours of the recipient
            (and if sent after such hours, on the following business day), with
            a confirmation copy sent by overnight courier or certified mail,
            (iii) one business day after being sent by overnight courier, or
            (iv) four business days after being mailed by certified mail, return
            receipt requested, postage prepaid, as follows:

                  If to Client, to:

                  Raytheon Company
                  141 Spring Street
                  Lexington, MA 02173
                  Attention: General Counsel
                  Telephone: (781) 860-2681
                  Facsimile: (781) 860-2924

                  Raytheon Engineers & Constructors
                     International, Inc.
                  141 Spring Street
                  Lexington, MA 02173
                  Attention: General Counsel
                  Telephone: (781) 860-2681
                  Facsimile: (781) 860-2924


                  with a copy sent contemporaneously to:

                  Bingham Dana LLP
                  150 Federal Street
                  Boston, MA 02110
                  Attention: John R. Utzschneider, Esq.
                  Telephone: (617) 951-8852
                  Facsimile: (617) 951-9736

                  If to Washington to:
                  720 Park Boulevard
                  Boise, Idaho 83712
                  Attention: Richard D. Parry, Esq.
                  General Counsel
                  Telephone: (208) 386-5199
                  Facsimile: (208) 386-5220


                                       17
<Page>

                  With a copy sent contemporaneously to:

                  Kevin T. Colby
                  Vice President - Contracts
                  Washington Group International, Inc.
                  510 Carnegie Center
                  Princeton, New Jersey 08543
                  Telephone: (609) 720-2913
                  Facsimile: (609) 720-2675

      e)    This Agreement shall not provide for and Consultant will not be
            considered to have rendered any legal or financial opinions
            regarding the feasibility for generating or selling electrical power
            or thermal energy.

      f)    GOVERNING LAW; EXCLUSIVE VENUE; JURISDICTION.  This Agreement shall
            be governed by and construed in accordance with the laws of the
            State of New York, United States of America, without regard to the
            conflict of law rules thereof other than Section 5-1401 of the
            General Obligations Law of the State of New York.  Any action or
            other proceeding brought under or in connection with this Agreement
            and the transactions contemplated hereby shall be brought and heard
            only in an appropriate state or federal court located in the State
            of New York, U.S.A.  Each of Consultant and Client acknowledge and
            agree that such courts shall have exclusive jurisdiction to
            interpret and enforce the provisions of this Agreement, and each of
            them hereby waives any and all objections that they might have as to
            personal jurisdiction or venue in any of the above courts.  Nothing
            contained in this Section 20(f) is intended to limit the
            applicability of Section 18 hereof.  In the event of any conflict
            between the second and third sentences of this Section 20(f) and the
            terms and provisions of Section 18, the terms of Section 18 shall
            control.

      g)    HEADINGS. The headings in this Agreement are for convenience only,
            and shall not affect the interpretation hereof.

      h)    NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or
            implied, is intended to confer upon any third party any rights,
            remedies, obligations, or liabilities under or by reason of this
            Agreement, except as expressly provided herein. For the avoidance of
            doubt, no Raytheon Party by virtue of this Agreement is assuming or
            creating any obligation or duties to parties not signatory hereto.

      i)    WAIVER OF JURY TRIAL. Each party hereto waives its rights to a jury
            trial with respect to any action or claim arising out of any dispute
            in connection with this Agreement or other document or subcontract
            executed in connection with performance of the services under this
            Agreement.

      j)    PUBLIC STATEMENTS. Any press release or other public statement
            regarding the subject matter of this Agreement shall be subject to
            the prior review and approval of the other party hereto, with such
            approval not to be unreasonably withheld or delayed.

      k)    SURVIVAL. The provisions of Sections 1, 2(g), 2(h), 3, 4(a), 4(b),
            5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19 and 20 and any
            other provisions of this Agreement providing for limitation


                                       18
<Page>

            of or protection against liabilities between the parties hereto
            shall survive termination of the Agreement and/or completion of the
            Completion Services hereunder.

      l)    COUNTERPARTS. This Agreement may be executed by Client and
            Consultant each on separate counterparts and by facsimile, each of
            which when so executed and delivered shall be an original, but all
            such counterparts shall together constitute but one and the same
            document.

                           [Signature Page to Follow]




                                       19
<Page>



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement for
Consulting and Professional Services to be duly executed by their duly
authorized representatives as of the day and year first above mentioned.

                                    RAYTHEON COMPANY


                                    By: /s/ Neal E. Minehan
                                       -----------------------------------------
                                          Name:  Neal E. Minehan
                                               ---------------------------------
                                          Title:  Senior Vice President
                                                   and General Counsel
                                               ---------------------------------


                                    RAYTHEON ENGINEERS & CONSTRUCTORS
                                    INTERNATIONAL, INC.


                                    By: /s/ William J. Ferguson Jr.
                                       -----------------------------------------
                                          Nane:  William J. Ferguson Jr.
                                               ---------------------------------
                                          Title:  Senior Vice President,
                                                   Secretary and General Counsel
                                                --------------------------------



                                    WASHINGTON GROUP INTERNATIONAL, INC.,
                                    an Ohio corporation


                                    By: /s/ Richard D. Parry
                                       -----------------------------------------
                                          Name:  Richard D. Parry
                                               ---------------------------------
                                          Title:  Senior Vice President
                                                   and General Counsel
                                               ---------------------------------


SEEN AND CONSENTED TO:

OFFICIAL COMMITTEE OF
UNSECURED CREDITORS




By: /s/ Patrick A. Murphy
   -----------------------------------------
      Name:  Patrick A. Murphy
           ---------------------------------
      Title:  Counsel
           ---------------------------------


                                       20