**EXHIBIT 10.32**

 

**Washington Group International, Inc.**

Executive Life Insurance Agreement

 

**Effective January 1,2005**

 

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# **TABLE OF CONTENTS**

 
|               |                                                                                   | **Page** |
|--------------------|----------------------------------------------------------------------------------------|----------|
|               |                                                                                   |     |
| **ARTICLE 1** | **Definitions**                                                                        | 1        |
|               |                                                                                   |     |
| **ARTICLE 2** | **Selection, Enrollment, Eligibility**                                                 | 2        |
|               |                                                                                   |     |
| 2.1                | **Selection by Committee**                                                             | 2        |
| 2.2                | **Policy Terms**                                                                       | 2        |
| 2.3                | **Company Authority**                                                                  | 3        |
|               |                                                                                   |     |
| **ARTICLE 3** | **Bonus Payments and Tax Bonus Payments**                                              | 3        |
|               |                                                                                   |     |
| 3.1                | **Bonus Payments**                                                                     | 3        |
| 3.2                | **Tax Bonus**                                                                          | 4        |
| 3.3                | **Tax  Withholding**                                                                   | 4        |
| 3.4                | **Cessation of Bonus Payments and Tax Bonus Payments;  Termination of Participation.** | 4        |
| 3.5                | **Loss of Policy  Benefits**                                                           | 4        |
|               |                                                                                   |     |
| **ARTICLE 4** | **Beneficiary Designation**                                                            | 5        |
|               |                                                                                   |     |
| 4.1                | **Beneficiary**                                                                        | 5        |
|               |                                                                                   |     |
| **ARTICLE 5** | **Termination and Amendment**                                                          | 5        |
|               |                                                                                   |     |
| 5.1                | **Termination**                                                                        | 5        |
| 5.2                | **Amendment**                                                                          | 5        |
|               |                                                                                   |     |
| **ARTICLE 6** | **Administration**                                                                     | 5        |
|               |                                                                                   |     |
| 6.1                | **Committee Duties**                                                                   | 5        |
| 6.2                | **Agents**                                                                             | 5        |
| 6.3                | **Binding Effect of Decisions**                                                        | 5        |
| 6.4                | **Indemnity of Committee**                                                             | 6        |
| 6.5                | **Company Information**                                                                | 6        |
|               |                                                                                   |     |
| **ARTICLE 7** | **Other Benefits and Agreements**                                                      | 6        |
|               |                                                                                   |     |
| 7.1                | **Coordination with Other Benefits**                                                   | 6        |
|               |                                                                                   |     |
| **ARTICLE 8** | **Claims Procedures**                                                                  | 6        |
|               |                                                                                   |     |
| 8.1                | **Presentation of Claim**                                                              | 6        |
| 8.2                | **Notification of Decision**                                                           | 6        |
| 8.3                | **Review of a Denied Claim**                                                           | 7        |
| 8.4                | **Decision on Review**                                                                 | 7        |
| 8.5                | **Legal Action**                                                                       | 8        |
|               |                                                                                   |     |
| **ARTICLE 9** | **Miscellaneous**                                                                      | 8        |

 

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| 9.1  | **Status of Agreement**          | 8  |
|------|----------------------------------|----|
| 9.2  | **Unsecured General Creditor**   | 8  |
| 9.3  | **Company’s Liability**     | 8  |
| 9.4  | **Nonassignability**             | 8  |
| 9.5  | **Not a Contract of Employment** | 9  |
| 9.6  | **Furnishing Information**       | 9  |
| 9.7  | **Terms**                        | 9  |
| 9.8  | **Captions**                     | 9  |
| 9.9  | **Governing Law**                | 9  |
| 9.10 | **Notice**                       | 9  |
| 9.11 | **Successors**                   | 10 |
| 9.12 | **Spouse’s Interest**       | 10 |
| 9.13 | **Validity**                     | 10 |
| 9.14 | **Incompetent**                  | 10 |
| 9.15 | **Court Order**                  | 10 |

 

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**WASHINGTON GROUP INTERNATIONAL, INC.**

**EXECUTIVE LIFE INSURANCE AGREEMENT**

Effective January 1, 2005

 

**Purpose**

 

Thepurpose of this Agreement is to provide an annual bonus to Thomas H. Zarges(the “Participant”), subject to the terms and conditions contained herein.

 

**ARTICLE 1 Definitions**

 

Whenevercapitalized in this document, the following terms shall have the meanings setforth below unless otherwise expressly provided:

 

1.17                           “Agreement”shall mean the Washington Group International, Inc. Executive LifeInsurance Agreement evidenced by this instrument, as it may be amended fromtime to time.

 

1.18                           “BaseAnnual Salary” shall mean an amount of cash compensation, measured andannualized as of March 31 of each Plan Year, relating to servicesperformed during the related calendar year, excluding certain items, such as(but not limited to) bonuses, commissions, overtime, fringe benefits, stockoptions, relocation expenses, incentive payments, non-monetary awards, directorfees and other fees, and automobile and other allowances paid to theParticipant for employment services rendered (whether or not such allowancesare included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensationvoluntarily deferred or contributed by the Participant pursuant to allqualified or nonqualified plans of any Employer and shall be calculated toinclude amounts not otherwise included in the Participant’s gross income underCode Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plansestablished by any Employer; provided, however, that all such amounts will beincluded in compensation only to the extent that had there been no such plan,the amount would have been payable in cash to the Employee.

 

1.19                           “Beneficiary”shall mean one or more persons, trusts, estates or other entities, designatedin accordance with Article 4, that are entitled to receive a benefit undera Policy upon the death of the Participant.

 

1.20                           “Board” shall mean the board ofdirectors of the Company and to the extent of any delegation by the Board to acommittee of directors, such committee.

 

1.21                           “Bonus”shall mean all of the payments made by the Participant’s Employer in any onePlan Year, on behalf of the Participant to an Insurer in accordance with Section 3.1.

 

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

 

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1.23                           “Committee” shall mean the committeedescribed in Article 6.

 

1.24                           “Company” shall mean Washington Group International, Inc., aDelaware corporation, and any successor thereto, including any corporation thatis a successor to all or substantially all of the Company’s assets or business.

 

1.25                           “Employer(s)” shall mean theCompany and/or any of its subsidiaries (now in existence or hereafter formed oracquired).

 

1.26                           “Insurer”means the life insurance company(ies),selected at the sole discretion of the Committee, that issues the Policy.

 

1.27                           “Plan Year” shall mean a period beginning January 1of each calendar year and continuing through December 31st ofsuch calendar year during which this Agreement is in effect and has not beenterminated.

 

1.28                           “Policy” shall mean the life insurance policy or policies owned by theParticipant in accordance with Article 2 that is the subject to the termsand conditions of this Agreement.

 

1.29                           “Retirement” or “Retired” shall mean the Participant’s separation fromservice with all Employers for any reason on or after the attainment of (a) age65, (b) age 55 with at least 10 Years of Service, or (c) 30 Years ofService.

 

1.30                           “Tax Bonus”****shall mean all of the payments made by theParticipant’s Employer to the Participant in any one Plan Year in accordancewith Section 3.2.

 

1.31                           “Termination of Employment” shall meanseparation from service with all Employers voluntarily or involuntarily for anyreason other than Retirement.

 

1.32                           Year ofService” shall mean a year of service as defined pursuant to the WashingtonGroup International, Inc. 401(k) Retirement Savings Plan (or any successorplan thereto) for vesting purposes.

 

**ARTICLE 2Selection, Enrollment, and Eligibility**

 

2.4                                 **Selection by Committee**.  The Company has entered into this Agreementwith the Participant, who the Committee has determined is a member of a selectgroup of management or a highly compensated Employee.

 

2.5                                 **Policy Terms**. ** **The Participant may designate anyperson or entity, including the Participant, as the owner of the Policy.  If the Participant designates any person(other than the Participant) or any entity as owner of the Policy, (i) theBonus payments, if any, made under this Agreement shall be made on behalf ofthe Participant in accordance with Section 3.1, (ii) any Tax Bonuspayments shall be made directly to the Participant in accordance with Section 3.2,and (iii) no Employer shall owe any obligation to such

 

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person or entity.

 

2.6                                 **Company Authority.**  With respect to each Policy, the Company:

 

(e)                                  Shallhave the authority, in its sole discretion to select the Policy and Insurer;

 

(f)                                    Shallhave the authority to verify with the Insurer that the Policy remains inforce.  The Participant shall cooperatewith the Company with respect to any actions required by the Insurer to grantto the Company such power;

 

(g)                                 May,at any time prior to the Participant’s Termination of Employment, increase ordecrease the amount of coverage provided under the Policy by action of theCommittee, in its sole discretion. The Participant agrees to cooperate inapplying for and obtaining any additional coverage under the Policy; and

 

(h)                                 Shallhave the sole and absolute right to invest and reallocate the Policy’s cash surrendervalue as the Company determines in its sole discretion until such time as theParticipant’s Employer ceases making Bonus payments to the Participant pursuantto Section 3.4.  Except as otherwisedetermined by the Company, the default investment option for the Policy’s cashsurrender value shall be the declared fixed rate account for the Policy.  The Participant shall cooperate with theCompany with respect to any actions required by the Insurer to grant to theCompany such power.  The Company shallnot have any liability associated with such investment authority anddiscretion, provided that the Company makes all payments required under thisAgreement.

 

**ARTICLE 3Bonus Payments and Tax Bonus Payments**

 

3.5                                 **Bonus Payments.**  As the Participant’s Bonus, the Participant’s Employer shall payto the Insurer, on behalf of the Participant, any required premiums due on thePolicy in each Plan Year.  The amount ofsuch premium payments are intended, but shall not be required, to be sufficientto provide for a death benefit under the Policy equal to (a) theParticipant’s Base Annual Salary, multiplied by 200%, at all times prior to theParticipant’s Retirement; and (b) the Participant’s Base Annual Salary,multiplied by 100%, at all times on or after the Participant’s Retirement.  Upon Retirement, the Employer shall make afinal Bonus payment that is estimated to provide for the targeted death benefitunder the Policy described in the preceding sentence.

 

All premium payments shall be treated ascompensation to the Participant, provided, however, that such payments shallnot be taken into account for purposes of determining the Participant’seligible compensation under any of the Company’s benefit plans, including, butnot limited to, the Washington Group International Voluntary Deferred

 

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Compensation Plan, the Washington GroupInternational Restoration Plan and the Washington Group International 401(k)Retirement Savings Plan.  All premiumpayments under this Agreement shall be paid at a time selected by the Committeein its sole discretion but in no event later than seventy-five (75) days afterthe end of the Plan Year to which the premiums relate.

 

3.6                                 **Tax Bonus**.  In addition to the Bonus payments made inaccordance with Section 3.1 above, the Participant’s Employer shall pay aTax Bonus directly to the Participant. The amount of the Tax Bonus will be determined by the Committee in itssole discretion.  It is anticipated thatthe sum of the Tax Bonus and the Bonus payment shall provide the Participantwith after-tax compensation that approximates the premiums due on the Policy ineach Plan Year.

 

The Tax Bonus shall be paid at a timeselected by the Committee in its sole discretion but in no event later thanseventy-five (75) days after the end of the Plan Year to which the Bonusrelates.

 

3.7                                 **Tax Withholding.** The Participant’s Employer shall withhold fromthe Participant’s compensation all required federal, state and local income,employment and other taxes, in connection with the Company’s payment of theBonus and the Tax Bonus, in amounts and in a manner to be determined in thesole discretion of the Employer.

 

3.8                                 **Cessation of BonusPayments and Tax Bonus Payments; Termination of Participation.**

 

(a)                                  The Participant’sEmployer shall cease making the Bonus payments described in Section 3.1and the Tax Bonus payments described in Section 3.2 upon the first tooccur of the following:

 

(i)                                     TheParticipant borrows against or withdraws all or a portion of the Policy’s cashvalue;

 

(ii)                                  TheParticipant experiences a Termination of Employment; however, if theParticipant Retires then a final Bonus payment shall be paid as provided in Section 3.1;

 

(iii)                               ThePolicy is no longer in force; or

 

(iv)                              TheEmployer terminates the Agreement pursuant to Section 5.1.

 

(b)                                 If the Participant’sEmployer ceases making payments pursuant to this Section 3.4, allEmployers and the Committee shall be fully and completely discharged from allfurther obligations under this Agreement and this Agreement shall terminate.

 

3.6                                 **Loss of Policy Benefits. **Notwithstandingany other provision of this Agreement to the contrary, no benefits shall bepayable under this Agreement if the terms of any Policy are violated in anymanner that results in denial of benefits otherwise payable under such Policy.

 

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**ARTICLE 4Beneficiary Designation**

 

4.2                                 **Beneficiary**.  The Participant shall have the right, at anytime, to designate his or her Beneficiary (both primary as well as contingent)to receive any benefits payable under the Policy to a beneficiary upon thedeath of the Participant.  TheBeneficiary designated under this Agreement may be the same as or differentfrom the Beneficiary designation under any other plan of an Employer in whichthe Participant participates; provided, however, that the Participant may notdesignate the Company or an Employer as his or her Beneficiary.

 

**ARTICLE 5Termination and Amendment**

 

5.3                                 **Termination**.  The Board reserves the right to terminatethis Agreement at any time.  At leastsixty (60) days prior to any such termination under this Section 5.1, theCompany shall provide the Participant written notice of the Board’s intentionto terminate the Agreement.

 

5.4                                 **Amendment**.  The Board may, in its sole discretion and atany time, amend or modify the Agreement in whole or in part.

 

**ARTICLE 6Administration**

 

6.6                                 **Committee Duties**.  This Agreement shall be administered by aCommittee, which shall consist of the Board, or such committee as the Boardshall appoint.  The Committee shall havethe discretion and authority to (i) make, amend, interpret, and enforceall appropriate rules and regulations for the administration of thisAgreement and (ii) decide or resolve any and all questions includinginterpretations of this Agreement, as may arise in connection with theAgreement.  The Committee shall not havethe authority to terminate or amend the Agreement.  If the Participant is serving on theCommittee, the Participant shall not vote or act on any matter relating solelyto himself or herself.  When making adetermination or calculation, the Committee shall be entitled to rely oninformation furnished by the Participant or the Company.

 

6.7                                 **Agents**.  In the administration of this Agreement, theCommittee may, from time to time, employ agents and delegate to them suchadministrative duties as it sees fit (including acting through a duly appointedrepresentative) and may from time to time consult with counsel who may becounsel to any Employer.

 

6.8                                 **Binding Effect of Decisions**.  The decision or action of the Committee withrespect to any question arising out of or in connection with theadministration, interpretation and application of this Agreement and the rules andregulations promulgated hereunder shall be final and conclusive and bindingupon all persons having any interest in this Agreement.

 

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6.9                                 **Indemnity of Committee**.  The Company shall indemnify and hold harmlessthe members of the Committee and any Employee to whom the duties of theCommittee may be delegated against any and all claims, losses, damages,expenses or liabilities arising from any action or failure to act with respectto this Agreement, except in the case of willful misconduct by the Committee,any of its members or any such Employee.

 

6.10                           **Company Information**.  To enable the Committee to perform itsfunctions, the Company and each Employer shall supply full and timelyinformation to the Committee on all matters relating to the compensation of theParticipant, the date and circumstances of the retirement, death or othertermination of employment of the Participant, and such other pertinentinformation as the Committee may reasonably require.

 

**ARTICLE 7Other Benefits and Agreements**

 

7.2                                 **Coordination with Other Benefits**.  The benefits provided for the Participantunder this Agreement are in addition to any other benefits available to suchParticipant under any other plan or program for employees of an Employer.  The Agreement shall supplement and shall notsupersede, modify or amend any other such plan or program except as mayotherwise be expressly provided.

 

**ARTICLE 8Claims Procedures**

 

8.3                                 **Presentation of Claim**.  The Participant (“Claimant”) may deliver tothe Committee a written claim for a determination with respect to the amountsdistributable to such Claimant under this Agreement.  If such a claim relates to the contents of anotice received by the Claimant, the claim must be made within sixty(60) days after the Claimant received such notice.  All other claims must be made within180 days of the date on which the event that caused the claim to ariseoccurred.  The claim must state withparticularity the determination desired by the Claimant.

 

8.4                                 **Notification of Decision**.  The Committee shall consider a Claimant’sclaim within a reasonable time, but no later than ninety (90) days afterreceiving the claim.  If the Committeedetermines that special circumstances require an extension of time forprocessing the claim, written notice of the extension shall be furnished to theClaimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed aperiod of ninety (90) days from the end of the initial period.  The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which theCommittee expects to render the benefit determination.  The Committee shall notify the Claimant inwriting:

 

(c)                                  thatthe Claimant’s requested determination has been made, and that the claim hasbeen allowed in full; or,

 

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(d)                                 thatthe Committee has reached a conclusion contrary, in whole or in part, to theClaimant’s requested determination, and such notice must set forth in a mannercalculated to be understood by the Claimant:

 

(i)                                     thespecific reason(s) for the denial of the claim, or any part of it;

 

(ii)                                  specificreference(s) to pertinent provisions of the Agreement upon which such denialwas based;

 

(iii)                               a description of anyadditional material or information necessary for the Claimant to perfect theclaim, and an explanation of why such material or information is necessary;

 

(iv)                              anexplanation of the claim review procedure set forth in Section 8.3 below;and,

 

(v)                                 astatement of the Claimant’s right to bring a civil action under ERISA Section 502(a) followingan adverse benefit determination on review.

 

8.5                                 **Review of a Denied Claim**.  On or before sixty (60) days afterreceiving a notice from the Committee that a claim has been denied, in whole orin part, a Claimant (or the Claimant’s duly authorized representative) may filewith the Committee a written request for a review of the denial of theclaim.  The Claimant (or the Claimant’sduly authorized representative):

 

(d)                                 may,upon request and free of charge, have reasonable access to, and copies of, alldocuments, records and other information relevant to the claim for benefits;

 

(e)                                  maysubmit written comments or other documents; and/or

 

(f)                                    mayrequest a hearing, which the Committee, in its sole discretion, may grant.

 

8.6                                 **Decision on Review**.  The Committee shall render its decision onreview promptly, and no later than sixty (60) days after the Committee receivesthe Claimant’s written request for a review of the denial of the claim.  If the Committee determines that specialcircumstances require an extension of time for processing the claim, writtennotice of the extension shall be furnished to the Claimant prior to thetermination of the initial sixty (60) day period.  In no event shall such extension exceed aperiod of sixty (60) days from the end of the initial period.  The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which theCommittee expects to render the benefit determination.  In rendering its decision, the Committeeshall take into account all comments, documents, records and other informationsubmitted by the Claimant relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefitdetermination.  The decision must bewritten in a manner calculated to

 

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beunderstood by the Claimant, and it must contain:

 

(e)                                  specificreasons for the decision;

 

(f)                                    specificreference(s) to the pertinent Plan provisions of this Agreement upon which thedecision was based;

 

(g)                                 astatement that the Claimant is entitled to receive, upon request and free ofcharge, reasonable access to and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theClaimant’s claim for benefits; and

 

(h)                                 astatement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

 

8.6                                 **Legal Action**.  A Claimant’s compliance with the foregoingprovisions of this Article 8 is a mandatory prerequisite to a Claimant’sright to commence any legal action with respect to any claim for benefits underthis Agreement.

 

**ARTICLE 9Miscellaneous**

 

9.8                                 **Status of Agreement**.  ThisAgreement is intended to be a plan that is not qualified within the meaning ofCode Section 401(a) and that is unfunded and is maintained by anemployer primarily for the purpose of providing welfare benefits for a selectgroup of management or highly compensated employees within the meaning of DOLRegulation Section 2520.104-24. This Agreement shall be administered and interpreted to the extentpossible in a manner consistent with that intent.

 

9.9                                 **Unsecured General Creditor**.  The Participant and his or her Beneficiary,heirs, successors and assigns shall have no legal or equitable rights,interests or claims in any property or assets of an Employer.  For purposes of the payment of benefits underthis Agreement, any and all of an Employer’s assets shall be, and remain, thegeneral, unpledged unrestricted assets of such Employer.  An Employer’s obligation under this Agreementshall be merely that of an unfunded and unsecured promise to pay money in thefuture.

 

9.10                           **Company’s Liability**.  This Agreement shall exclusively determinethe Company’s liability for the payment of benefits under this Agreement.  Nothing in this Agreement should be construedas tax advice on the part of the Company. The Company is not responsible for the tax effects of the receipt of anyPolicy proceeds by the Participant, a Beneficiary, or any other party.

 

9.11                           **Nonassignability**.  Neither the Participant nor any other personshall have any right to commute, sell, assign, transfer, pledge, anticipate,mortgage or otherwise encumber, transfer, hypothecate, alienate or convey inadvance of actual receipt, the amounts, if any, payable hereunder, or any partthereof, which are, and all rights to which are expressly

 

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declaredto be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, besubject to seizure, attachment, garnishment or sequestration for the payment ofany debts, judgments, alimony or separate maintenance owed by the Participantor any other person, be transferable by operation of law in the event of theParticipant’s or any other person’s bankruptcy or insolvency or be transferableto a spouse as a result of a property settlement or otherwise.

 

9.12                           **Not a Contract of Employment**.  The terms and conditions of this Agreementshall not be deemed to constitute a contract of employment between any Employerand the Participant.  Such employment ishereby acknowledged to be an “at will” employment relationship that can beterminated at any time for any reason, or no reason, with or without cause, andwith or without notice, unless expressly provided in a written employmentagreement.  Nothing in this Agreementshall be deemed to give the Participant the right to be retained in the serviceof any Employer, as an Employee, or to interfere with the right of any Employerto discipline or discharge the Participant at any time.

 

9.13                           **Furnishing Information**.  The Participant or his or her Beneficiarywill cooperate with the Committee by furnishing any and all informationrequested by the Committee and take such other actions as may be requested inorder to facilitate the administration of this Agreement and the payments ofbenefits hereunder, including but not limited to taking such physicalexaminations as the Committee may deem necessary.

 

9.14                           **Terms**.  Whenever any words are used herein in themasculine, they shall be construed as though they were in the feminine in allcases where they would so apply; and whenever any words are used herein in thesingular or in the plural, they shall be construed as though they were used inthe plural or the singular, as the case may be, in all cases where they wouldso apply.

 

9.11                           **Captions**.  The captions of the articles, sections andparagraphs of this Agreement are for convenience only and shall not control oraffect the meaning or construction of any of its provisions.

 

9.12                           **Governing Law**.  The provisions of this Agreement shall beconstrued and interpreted according to the internal laws of the State of Idahowithout regard to its conflicts of laws principles.

 

9.13                           **Notice**.  Any notice or filing required or permitted tobe given to the Committee under this Agreement shall be sufficient if inwriting and hand-delivered, or sent by registered or certified mail, to theaddress below:

 

WashingtonGroup International, Inc.

Attn:Larry L. Myers

SeniorVice President – Human Resources

720Park Blvd.

Boise,ID 83729

 

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Such notice shall be deemed given as of the date of delivery or, ifdelivery is made by mail, as of the date shown on the postmark on the receiptfor registration or certification.

 

Any notice or filing required or permitted to be given to theParticipant under this Agreement shall be sufficient if in writing andhand-delivered, or sent by mail, to the last known address of the Participant.

 

9.16                           **Successors**.  The provisions of this Agreement shall bindand inure to the benefit of the Company and its successors and assigns and theParticipant and the Participant’s designated Beneficiary.

 

9.17                           **Spouse’s Interest**.  The interest in the benefits hereunder of aspouse of the Participant who has predeceased the Participant shallautomatically pass to the Participant and shall not be transferable by suchspouse in any manner, including but not limited to such spouse’s will, norshall such interest pass under the laws of intestate succession.

 

9.18                           **Validity**.  In case any provision of this Agreement shallbe illegal or invalid for any reason, said illegality or invalidity shall notaffect the remaining parts hereof, but this Agreement shall be construed andenforced as if such illegal or invalid provision had never been insertedherein.

 

9.19                           **Incompetent**.  If the Committee determines in its discretionthat a benefit under this Agreement is to be paid to a minor, a person declaredincompetent or to a person incapable of handling the disposition of that person’sproperty, the Committee may direct payment of such benefit to the guardian,legal representative or person having the care and custody of such minor,incompetent or incapable person.  TheCommittee may require proof of minority, incompetence, incapacity orguardianship, as it may deem appropriate prior to distribution of thebenefit.  Any payment of a benefit shallbe a payment for the account of the Participant and the Participant’sBeneficiary, as the case may be, and shall be a complete discharge of anyliability under this Agreement for such payment amount.

 

9.20                           **Court Order**.  The Committee is authorized to make anypayments directed by court order in any action in which the Committee has beennamed as a party.  In addition, if acourt determines that a spouse or former spouse of the Participant has aninterest in the Participant’s benefits under this Agreement in connection witha property settlement or otherwise, the Committee, in its sole discretion,shall have the right to immediately distribute the spouse’s or former spouse’sinterest in the Participant’s benefits under this Agreement to that spouse orformer spouse.

 

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IN WITNESSWHEREOF, the Participant has signed and the Company has accepted this, on itsbehalf and on behalf of the Participant’s Employer, as of December 8,2005.

 

 
| “Company”                         |                                          | “Participant” |
|---------------------------------------------|-----------------------------------------------|-------------------------|
| Washington Group  International, Inc., |                                          |                    |
| a Delaware  corporation                     |                                          |                    |
|                                        |                                          |                    |
|                                        |                                          |                    |
|                                        |                                          |                    |
| By:                                         | /s/ Larry L.  Myers                           |                    |   | /s/ Thomas H. Zarges |   |
|                                        | Larry L. Myers                                |                    | Thomas H. Zarges |
|                                        | Senior Vice  President – Human Resources |                    |   |
|                                             |                                               |                         |  |  |  |

 

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