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                                                                  EXHIBIT 10.21

                   FORM OF RETENTION AGREEMENT

THIS RETENTION AGREEMENT (the "Agreement") is made as of this
_____ day of March 2001 between Washington Group International,
Inc., a Delaware Corporation (the "Company") and ____________
(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.

         "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:

              (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

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              (ii)     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;
              (iii)    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 acquiring beneficial ownership of
                       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
              (iv)     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 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

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                       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

              (v)      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 100% 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 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

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         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 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) or if, following a Change in
         Control, the Employee's Base Salary is reduced or the Employee is
         asked to relocate to a city more than 50 miles from the office or
         location in which the Employee is based on the date of the Change in
         Control and the Employee resigns employment before December 31, 2002,
         rather than accepting such reduction in Base Salary or relocation, the
         Employee shall be entitled to (1) a prorated portion of the next
         retention bonus payment, if any, that otherwise would be payable to
         the Employee if no termination had occurred, based upon the number of
         days the Employee remained employed by the Company since the previous
         payment date and (2) an amount equal to the sum of the Employee's Base
         Salary as of the date of termination and the Employee's Target Bonus.
         The Company shall pay these severance benefits to the Employee in a
         single lump sum cash payment within fifteen (15) days after the
         Employee's final regular salary payment. If 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 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 this Agreement by seeking employment or
         otherwise during the period he is entitled to such payment.

6.       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 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

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         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 6 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 6, the Employee will be
         entitled to designate the payments and/or benefits to be so reduced in
         order to give effect to this paragraph 6. 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.

7.       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.

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

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         (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
              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

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              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:
                                                -------------------------------


                                       EMPLOYEE



                                       ----------------------------------------
                                       [name]


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                                                    SCHEDULE TO EXHIBIT 10.21



                          WGI RETENTION AGREEMENTS
                           WITH NAMED EXECUTIVES


                       EACH DATED AS OF MARCH 14, 2001



                             Vincent L. Kontny
                           Charles R. Oliver, Jr.
                            Ambrose L. Schwallie
                              Thomas H. Zarges