**Exhibit 10.21**

 

**RESTORATIONPLAN**

 

At its August 7, 2002meeting, the Compensation Committee of the Board reviewed and agreed to, inprinciple, a recommendation regarding a nonqualified benefit restorationplan.  The recommendation was asfollows:

 

“Establisha restoration plan for the executives who are impacted by limits ontax-qualified defined contribution plans to make up for benefits lost due tostatutory limitations.”

 

The recommended plan provisions aresummarized below:

 
| **PROVISION**                         |   | **DETAILS**                                                                                                                                                                                                                                                         |   | **COMMENTS**                                                                                                                                                                                                            |
|---------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Effective Date**                    |   | First payroll following  January 1, 2003                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                    |
| **Plan Objective**                    |   | To restore employer  matching contributions that would be otherwise limited due to eligible  participants reaching the compensation and deferral limit caps imposed on  qualified plan contributions and benefits reductions occurring from  nondiscrimination test |   | For government business  unit executives, this plan also restores benefits lost because bonuses are  not included in compensation under the qualified plan                                                              |
| **Eligibility**                       |   | All approved Executives  (approximately 120)                                                                                                                                                                                                                        |   | Currently approximately 100  would receive benefits                                                                                                                                                                     |
| **Plan Year**                         |   | Calendar Year                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                    |
| **Eligible Compensation**             |   | Annual Base SalaryAnnual Cash Incentive Awards   Retention and Emergence Awards   

  (inclusive of any amounts that are voluntarily deferred)                                                                                                                 |   | For non-government business  unit executives, this is the same definition of compensation as the qualified  plan.For government  business unit executives, compensation considered for qualified plan excludes  bonuses |
| **Deferral Requirements**             |   | Executive must defer at  least the lesser of 5% (6% for “Government) of qualified plan “eligible  compensation” or the 402(g) deferral limit ($12,000 in 2003)                                                                                       |   |                                                                                                                                                                                                                    |
| **Allocation Frequency**              |   | Participant accounts will  be credited beginning with the first payroll period in which limits are  triggered and each payroll period thereafter                                                                                                                    |   | For “government” executives  not on Washington Group payroll system, it will be necessary to credit  accounts on an annual basis                                                                              |
| **Years of Service/Vesting**          |   | Participants will be  immediately 100% vested in all amounts credited                                                                                                                                                                                               |   |                                                                                                                                                                                                                    |
| **Account Crediting Rate**            |   | Matching amounts are  credited with an interest rate equal to Moody’s August long-term corporate  bond yield average (Aaa, Aa, A, Baa) based on bonds with maturities 20 years  and above, adjusted annually on a predetermined date                           |   | Moody’s long-term corporate  bond yield average for the month of August was 7.06%                                                                                                                                  |
| **Additional Employer Contributions** |   | At the company’s discretion  additional amounts may be contributed to meet special circumstances                                                                                                                                                               |   | e.g. , an executive hired  mid-year who has already hit contribution limits with a previous employer                                                                                                                    |
| **Forms of Payment**                  |   | Lump sum or

Five-, Ten- or  Fifteen-year installments (for balances of at least $50,000).  

Election made upon  participation, may change any time but effective only if made at least 12  months before retirement, termination, death or disability             |   | Valued at termination                                                                                                                                                                                                   |
| **Funding**                           |   | Benefits will not be funded  and no trust will be establishedIndividual, notional accounts established and maintained by the  company (or third party administrator)                                                                                                |   |                                                                                                                                                                                                                    |

 

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# **ProposedRestoration Plan – Estimated Cost**

 
| Total number of executives*                                 |   | Approximately 120 |       |
|-------------------------------------------------------------|--------|-------------------|------------|
| Projected 2002 executive compensation                       |   | $                 | 33,640,000 |   |
| Annual cost based on projected 2002  executive compensation |   | $                 | 513,000    |   |
| 2003 Emergence Bonuses (1 year after  emergence)            |   | $                 | 5,533,000  |   |
| Additional one-time cost in 2003 Emergence  Bonuses         |   | $                 | 268,000    |   |

 

•                  Assumes all executives defer at least thelesser of 5% (6% for Government)****of****qualified plan “eligible compensation” or the402(g) deferral limit ($12,000 in 2003).

 

•                  Compensation = Base salary plus target bonus

 

•                  For non-government executives, this is thesame definition of pay as the qualified plan.

 

•                  For government executives, pay considered forqualified plan does not include bonuses.

 

•                  Benefit Restoration plan restores benefitslost due to the 401(a)(17) compensation limit ($200,000) and the 402(g)deferral limit ($11,000).

 

•                  For the government executives, the BenefitRestoration plan also restores benefits lost because bonuses are not includedin compensation for the qualified plan.

 

•                  We have not considered the potential effectsof limitations due to nondiscrimination testing.

 

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