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                                                                  EXHIBIT 10.20


                          RETENTION AGREEMENT

THIS RETENTION AGREEMENT (the "Agreement") is made as of this 20TH day of March
2001 between Washington Group International, Inc., a Delaware Corporation (the
"Company") and Stephen G. Hanks (the "Employee").

                              BACKGROUND

         The Company has determined that it is in its best interests
to provide the payments described in this Agreement to the Employee to
assure that the Company will have the continued dedication of the
Employee over the ensuing several months, notwithstanding the
possibility or occurrence of a significant restructuring or change of
control of the Company. To accomplish these objectives, the Board has
authorized the Company to enter into this Agreement.

         In consideration of the mutual promises set forth below, and
for other good and valuable consideration, the sufficiency of which is
acknowledged, the Company and the Employee hereby agree as follows:

                               AGREEMENT

1.       EFFECTIVE DATE. This Agreement shall be effective as of the date first
         noted above (the "Effective Date").

2.       DEFINITIONS. The following capitalized terms used in this Agreement
         shall have the meanings assigned to them below:

         "BASE SALARY" means an amount equal to the annual base salary
         rate in effect for the Employee from time to time but not
         less than the base salary rate in effect on March 31, 2001.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means the Company having "cause" to terminate the
         Employee's employment or service upon (i) the determination
         by the Company or the Board that the Employee has ceased to
         perform his duties to the Company (other than as a result of
         his incapacity due to physical or mental illness or injury),
         which failure amounts to an intentional or extended neglect
         of his duties to the Company, (ii) the Company's or Board's
         determination that the Employee has engaged in or is about to
         engage in conduct materially injurious to the Company, (iii)
         the Employee having been convicted of, or plead guilty or no
         contest to, a felony or (iv) the failure of the Employee to
         follow instruction of the Board or his direct superiors.

         "CHANGE OF CONTROL" means and includes the occurrence of any
         one of the following events:


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              (i)    individuals who, at the Effective Date, constitute the
                     Board (the "Incumbent Directors") cease for any reason to
                     constitute at least a majority of the Board, provided that
                     any person becoming a director after the Effective Date
                     and whose election or nomination for Election was approved
                     by a vote of at least a majority of the Incumbent
                     Directors then on the Board (either by a specific vote or
                     by approval of the proxy statement of the Company in which
                     such person is named as a nominee for director, without
                     written objection to such nomination) shall be an
                     Incumbent Director; PROVIDED, HOWEVER, that no individual
                     initially elected or nominated as a director of the
                     Company as a result of an actual or threatened election
                     contest (as described in Rule 14a-11 under the 1934 Act
                     ("Election Contest") or other actual or threatened
                     solicitation of proxies or consents by or on behalf of any
                     "person" (as such term is defined in Section 3(a)(9) of
                     the 1934 Act and as used in Section 13(d)(3) and 14(d)(2)
                     of the 1934 Act) other than the Board ("Proxy Contest"),
                     including by reason of any agreement intended to avoid or
                     settle any Election Contest or Proxy Contest, shall be
                     deemed an Incumbent Director;
              (ii)   any person becomes a "beneficial owner" (as defined in
                     Rule 13d-3 under the 1934 Act), directly or indirectly, of
                     securities of the Company representing 50% or more of the
                     combined voting power of the Company's then outstanding
                     securities eligible to vote for the election of the Board
                     (the "Corporation Voting Securities"); PROVIDED, HOWEVER,
                     that the event described in this paragraph (ii) shall not
                     be deemed to be a Change in Control of the Company by
                     virtue of any of the following acquisitions: (A) any
                     acquisition by a person who is on the Effective Date the
                     beneficial owner of 25% or more of the outstanding
                     Corporation Voting Securities, (B) an acquisition by the
                     Company which reduces the number of Corporation Voting
                     Securities outstanding and thereby results in any person
                     increasing beneficial ownership to more than 25% of the
                     outstanding Corporation Voting Securities, (C) an
                     acquisition by any employee benefit plan (or related
                     trust) sponsored or maintained by the Company or any
                     Parent or Subsidiary, (D) an acquisition by an underwriter
                     temporarily holding securities pursuant to an offering of
                     such securities, or (E) an acquisition pursuant to a
                     Non-Qualifying Transaction (as defined in paragraph
                     (iii)); or
              (iii)  the consummation of a reorganization, merger,
                     consolidation, statutory share exchange or similar form of
                     corporate transaction involving the Company that requires
                     the approval of the Company's stockholders, whether for
                     such transaction or the issuance of securities in the
                     transaction (a "Reorganization"), or the sale or other
                     disposition of all or substantially all of the Company's
                     assets to an entity that is not an affiliate of the
                     Company (a "Sale"), unless immediately following such
                     Reorganization or Sale; (A) more than 50% of the total
                     voting power of (x) the company resulting from such
                     Reorganization or the company which has acquired all

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                     or substantially all of the assets of the Company (in
                     either case, the "Surviving Corporation"), or (y) if
                     applicable, the ultimate parent corporation that directly
                     or indirectly has beneficial ownership of 100% of the
                     voting securities eligible to elect directors of the
                     Surviving Corporation (the "Parent Corporation"), is
                     represented by the Company Voting Securities that were
                     outstanding immediately prior to such Reorganization or
                     Sale (or, if applicable, is represented by shares into
                     which such Corporation Voting Securities were converted
                     pursuant to such Reorganization or Sale), (B) no person
                     (other than (x) the Company, (y) any employee benefit plan
                     (or related trust) sponsored or maintained by the
                     Surviving Corporation or the Parent Corporation, or (z) a
                     person who immediately prior to the Reorganization or Sale
                     was the beneficial owner of 25% or more of the outstanding
                     Corporation Voting Securities) is the beneficial owner,
                     directly or indirectly, of 50% or more of the total voting
                     power of the outstanding voting securities eligible to
                     elect directors of the Parent Corporation (or, if there is
                     no Parent Corporation, the Surviving Corporation), and (C)
                     at least a majority of the members of the board of
                     directors of the Parent Corporation (or, if there is no
                     Parent Corporation, the Surviving Corporation) following
                     the consummation of the Reorganization or Sale were
                     Incumbent Directors at the time of the Board's approval of
                     the execution of the initial agreement providing for such
                     Reorganization or Sale (any Reorganization or Sale which
                     satisfies all of the criteria specified in (A) (B) and (C)
                     above shall be deemed to be a "Non-Qualifying
                     Transaction"); or
              (iv)   approval by the stockholders of the Company of a complete
                     liquidation or dissolution of the Company unless such
                     transaction is a Non-Qualifying Transaction.

         "DISABILITY" means the inability of the Employee to perform
         the essential functions of his regular duties and
         responsibilities, with or without reasonable accommodation,
         due to a medically determinable physical or mental illness
         that has lasted (or can reasonably be expected to last) for a
         period of 6 consecutive months. A Disability shall be deemed
         to have occurred if the Employee makes application for
         disability benefits under any Company-sponsored long-term
         disability program (whether insured or self insured, basic or
         supplemental) covering the Employee and qualifies for such
         benefits. Alternatively, Disability may be determined by the
         Board or may be established by certification of two
         physicians mutually agreed upon by the Employee, or his
         personal representative, and the Company.

         "TARGET BONUS" means 120% of the Employee's Base Salary as in
         effect on March 31, 2001.

3.       RETENTION BONUS. The Company will pay to the Employee a total
         retention bonus equal to 1.5 times the Employee's Target Bonus,
         payable in cash in three equal installments on September 1, 2001,
         March 1, 2002, and September 1, 2002; PROVIDED THAT the Employee must
         be employed by the Company on the applicable payment date to receive
         the

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         payment due on that date. (Notwithstanding the foregoing, if the
         Employee's employment with the Company terminates before a particular
         payment date because of the Employee's death or Disability, the
         Company will pay to the Employee (or the Employee's estate in the case
         of death) a prorated portion of the retention bonus payment otherwise
         due on such payment date, based upon the number of days the Employee
         remained employed by the Company since the previous payment date.)
         This retention bonus will take the place of all other incentive
         compensation, whether annual or long-term, for the Company's 2001
         fiscal year (except for any project bonus the Employee may be eligible
         to receive). If the Employee is eligible for a project bonus for 2001,
         the retention bonus payments payable on September 1, 2001, and March
         1, 2002, under this Agreement shall be offset against the project
         bonus for 2001. The retention bonus payment payable on September 1,
         2002, shall be offset against any annual incentive or project
         incentive compensation otherwise payable for the Company's 2002 fiscal
         year.

4.       SEVERANCE BENEFIT. If there is a Change in Control of the Company
         before December 31, 2002, or if the Employee's employment with the
         Company or its subsidiaries is terminated before December 31, 2002
         (other than a termination for Cause or by reason of the Employee's
         death, Disability or voluntary resignation or retirement), the
         Employee shall be entitled to an amount equal to the sum of the
         Employee's Base Salary and the Employee's Target Bonus. In the case of
         a termination of employment other than for Cause or by reason of the
         Employee's voluntary resignation or retirement (whether before or
         after a Change in Control), the Employee also shall be entitled to a
         prorated portion of the next retention bonus payment, if any, that
         otherwise would have been payable to the Employee under paragraph 3
         above if no termination had occurred, based upon the number of days
         the Employee remained employed by the Company since the previous
         payment date. The Company shall pay the severance benefit to the
         Employee in a single lump sum cash payment within fifteen (15) days
         after the date of the Change in Control or the Employee's final
         regular salary payment in the case of termination of employment. If,
         before a Change in Control, the Employee's employment with the Company
         or its subsidiaries is terminated for Cause or by reason of the
         Employee's death, Disability or voluntary resignation or retirement,
         the Employee is not entitled to any severance benefit under this
         paragraph. Any amounts owed to the Employee under this paragraph shall
         be subject to offset for amounts owed the Employee under any other
         plan or agreement providing for continuation of Compensation after
         termination of employment or for any other form of severance benefits
         that duplicate the benefits provided hereunder. Notwithstanding the
         foregoing, any compensation for services rendered or consulting fees
         earned after the date of termination or Change in Control shall not
         diminish the Employee's right to receive all severance benefits due
         under this paragraph.

5.       MITIGATION. The Employee shall not be required to mitigate the amount
         of any payment provided for in paragraph 4 of this Agreement by
         seeking employment or otherwise during the period he is entitled to
         such payment.



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6.       COVENANT NOT TO COMPETE.

         (a)  If the Employee's employment with the Company terminates before
              December 31, 2002 (other than a termination for Cause or by
              reason of the Employee's death, Disability or voluntary
              resignation or retirement), the Employee agrees that for a period
              of one year following the termination of employment the Employee
              shall not compete, either directly or indirectly (as a
              shareholder, partner, employee, trustee or otherwise in any
              person, firm, corporation, association, partnership or other
              entity), with the Company or its subsidiaries by engaging,
              through operations or sales anywhere in the United States, in
              business in which the Company or its subsidiaries are now engaged
              or such other businesses as the Company or its subsidiaries may
              be engaged in at the time of such termination; PROVIDED, HOWEVER,
              that the Employee may own securities of any publicly held
              corporation so long as such ownership does not exceed one percent
              (1%) of the outstanding voting securities of such corporation.
              The Employee also agrees that for a period of one year following
              the termination of employment the Employee shall not, directly or
              indirectly, (1) solicit or accept any business similar to
              business provided by the Company from customers of the Company,
              including prospective customers with which the Company has met
              within twelve (12) months, or request, induce or advise customers
              of the Company to withdraw, curtail or cancel their business with
              the Company, or (2) solicit for employment any employee of the
              Company, or request, induce or advise any employee to leave the
              employ of the Company.

         (b)  As consideration for the covenant contained in this paragraph 6,
              the Employee shall be entitled to receive an aggregate amount
              equal to the sum of the Employee's Base Salary as of the date of
              termination and the Employee's Target Bonus, payable in twelve
              equal monthly installments beginning at the end of the first
              calendar month following the termination of employment. The
              payment under this paragraph 6 is separate from and in addition
              to any retention bonus payable under paragraph 3 or any severance
              benefit payable under paragraph 4.

         (c)  If the Employee breaches the provisions of this paragraph 6, all
              payments under this paragraph shall cease and the Company shall
              be entitled, without the posting of a bond, to an injunction
              restraining such breach and to an accounting and repayment of all
              profits, compensation, commissions, remuneration or other
              benefits that the Employee, directly or indirectly, may realize
              from or related to any such violation. Nothing contained herein
              shall be construed as prohibiting the Company from pursuing any
              other remedy available to it for such breach.

7.       LIMITATION ON PAYMENTS AND BENEFITS. Notwithstanding any provision of
         this Agreement to the contrary, if any amount or benefit to be paid or
         provided under this Agreement would be an "Excess Parachute Payment,"
         within the meaning of Section 280G of the Internal Revenue Code of
         1986, as amended (the "Code"), or any successor provision thereto, but
         for the application of this sentence, then the payments and benefits
         to be paid or provided under this Agreement will be reduced to the
         minimum extent necessary (but

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         in no event to less than zero) so that no portion of any such payment
         or benefit, as so reduced, constitutes an Excess Parachute Payment;
         PROVIDED, HOWEVER, that the foregoing reduction will be made only if
         and to the extent that such reduction would result in an increase in
         the aggregate payment and benefits to be provided, determined on an
         after-tax basis (taking into account the excise tax imposed pursuant
         to Section 4999 of the Code, or any successor provision thereto, any
         tax imposed by any comparable provision of state law, and any
         applicable federal, state and local income and employment taxes).
         Whether requested by the Employee or the Company, the determination of
         whether any reduction in such payments or benefits to be provided
         under this Agreement or otherwise is required pursuant to the
         preceding sentence will be made at the expense of the Company by the
         Company's independent accountants, as determined immediately prior to
         the Change of Control. The fact that the Employee's right to payments
         or benefits may be reduced by reason of the limitations contained in
         this paragraph 7 will not of itself limit or otherwise affect any
         other rights of the Employee other than pursuant to this Agreement. In
         the event that any payment or benefit intended to be provided under
         this Agreement or otherwise is required to be reduced pursuant to this
         paragraph 7, the Employee will be entitled to designate the payments
         and/or benefits to be so reduced in order to give effect to this
         paragraph 7. The Company will provide the Employee with all
         information reasonably requested by the Employee to permit the
         Employee to make such designation. In the event that the Employee
         fails to make such designation within 10 business days prior to the
         date of termination of Employee's employment, the Company may effect
         such reduction in any manner it deems appropriate.

8.       SUCCESSORS, BINDING AGREEMENT.

         (a)  The Company will cause any successor (whether direct or indirect,
              by purchase, merger, consolidation or otherwise) to all or
              substantially all of the business and/or assets of the Company to
              expressly assume and agree to perform this Agreement in the same
              manner and to the same extent that the Company would be required
              to perform it if no such succession had taken place.
         (b)  This Agreement shall inure to the benefit of and be enforceable
              by the Company's successors and assigns and by the Employee's
              personal or legal representatives, executors, administrators,
              successors, heirs, distributees, devises and legatees.

9.       MISCELLANEOUS.

         (a)  WITHHOLDING. The Employee agrees to make appropriate arrangements
              with the Company for satisfaction of any applicable federal,
              state or local income and excise tax withholding requirements or
              like requirements to satisfy all obligations for the payment of
              such taxes.

         (b)  ASSIGNABILITY. Payments due under this Agreement may not, at any
              time, be assigned, alienated, pledged, attached, sold or
              otherwise transferred or encumbered by the Employee, and any such
              purported assignment, alienation, pledge, attachment, sale,
              transfer or encumbrance shall be void and unenforceable against
              the Company; PROVIDED

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              THAT the designation of a beneficiary shall not constitute an
              assignment, alienation, pledge, attachment, sale, transfer or
              encumbrance.

         (c)  DISCONTINUED BUSINESS. If the business conducted by the Company
              shall be discontinued, any previously earned and unpaid payments
              under this Agreement shall become immediately payable to the
              Employee.

         (d)  AMENDMENTS. No provision of this Agreement may be modified,
              waived or discharged unless such waiver, modification or
              discharge is agreed to in writing and signed by the Employee and
              such officer of the Company as may be specifically designated by
              the Board.

         (e)  WAIVERS. No waiver by either party hereto at any time of any
              breach by the other party hereto of, or compliance with, any
              condition or provision of this Agreement to be performed by such
              other party shall be deemed a waiver of similar or dissimilar
              provisions or conditions at the same or at any prior or
              subsequent time.

         (f)  ENTIRE AGREEMENT. No agreement or representations, oral or
              otherwise, express or implied, with respect to the subject matter
              hereof have been made by either party which are not expressly set
              forth in this Agreement.

         (g)  GOVERNING LAW. The validity, interpretation, construction and
              performance of this Agreement shall be governed by the laws of
              the State of Idaho.

         (h)  SEVERABILITY. The invalidity or enforceability of any provision
              of this Agreement shall not affect validity or enforceability of
              any other provision of this Agreement, which shall remain in full
              force and effect.

         (i)  COUNTERPARTS. This Agreement may be executed in counterparts,
              each of which shall be deemed to be an original but all of which
              together will constitute one and the same instrument.

         (j)  ARBITRATION. Any dispute or controversy arising under or in
              connection with this Agreement shall be settled exclusively by
              arbitration in Idaho in accordance with the rules of the American
              Arbitration Association then in effect. Judgment may be entered
              on the arbitrator's award in any court having jurisdiction.

         (k)  COSTS OF ENFORCEMENT. Each party shall pay its own legal fees and
              expenses incurred in connection with any arbitration (or other
              proceeding whether or not instituted by the Company or the
              Employee), relating to the interpretation or enforcement of any
              provision of this Agreement (including any action seeking to
              obtain or enforce any right or benefit provided by this
              Agreement).

         (l)  NO RESTRICTION ON EMPLOYMENT RIGHTS. This contract is in relation
              to certain benefits and compensation only and is not to be
              construed as an employment contract for a definite term. Nothing
              in this Agreement shall confer on the Employee any right to

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              continue in the employ of the Company or shall interfere with or
              restrict the rights of the Company, which are expressly reserved,
              to discharge the Employee at any time for any reason whatsoever,
              with or without Cause. Nothing in this Agreement shall restrict
              the right of the Employee to terminate his employment with the
              Company at any time for any reason whatsoever.

                   IN WITNESS WHEREOF, the parties hereto have duly executed and
              delivered this Agreement as of the date first above written.

                                    WASHINGTON GROUP INTERNATIONAL, INC.


                                    By:      /s/ David H. Batchelder
                                             ---------------------------------
                                             Director and Chairman of the
                                             Compensation Committee

                                    EMPLOYEE


                                             /s/ S. G. Hanks
                                    ------------------------------------------
                                    Stephen G. Hanks