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                                                                  EXHIBIT 10.20

                         [LOGO] MORRISON KNUDSEN CORPORATION

                              INDEMNIFICATION AGREEMENT


    This INDEMNIFICATION AGREEMENT is made as of the ____ day of _____________,
______, by and between Morrison Knudsen Corporation, a Delaware corporation (the
"Corporation"), and the individual whose name appears on the signature page
hereof (such individual being referred to herein as the "Indemnified
Representative" and, together with other persons who may execute similar
agreements, as "Indemnified Representatives").

    WHEREAS, the Indemnified Representative currently is and will be in the
future serving in one or more capacities as a director, officer, employee or
agent of the Corporation or, at the request of the Corporation, as a director,
officer, employee, agent fiduciary or trustee of, or in a similar capacity for,
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity, and in so doing is and will be performing a valuable service to or
on behalf of the Corporation;

    WHEREAS, the Board of Directors of the Corporation has determined that, in
order to attract and retain qualified individuals, the Corporation will attempt
to maintain, at its sole expense, liability insurance to protect persons serving
the Corporation and its subsidiaries from certain liabilities.  Although the
furnishing of such insurance has been a customary and widespread practice among
United States-based corporations and other business enterprises, the Corporation
believes that, given current market conditions and trends, such insurance may be
available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers and other persons in service to
corporations or business enterprises are being increasingly subjected to
expensive and time-consuming litigation relating to, among other things, matters
that traditionally would have been brought only against the Corporation or
business enterprise itself;

    WHEREAS, the Indemnified Representative is willing to continue to serve and
to undertake additional duties and responsibilities for and on behalf of the
Corporation on the condition that he be indemnified contractually by the
Corporation; and

    WHEREAS, as an inducement to the Indemnified Representative to continue to
serve the Corporation, and in consideration for such continued service, the
Corporation has agreed to indemnify the Indemnified Representative upon the
terms set forth herein.

    NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and intending to be legally bound hereby, the Corporation and
the Indemnified Representative agree as follows:

1.  AGREEMENT TO SERVE.  The Indemnified Representative agrees to serve or
    continue to serve for or on behalf of the Corporation in each Official
    Capacity (as hereinafter defined) held now or in the future for so long as
    the Indemnified Representative is duly elected or appointed or until such
    time as the Indemnified Representative tenders a resignation in

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    writing.  This Agreement shall not be deemed an employment contract between
    the Corporation or any of its subsidiaries and any Indemnified
    Representative who is an employee of the Corporation or any of its
    subsidiaries.  The Indemnified Representative specifically acknowledges
    that the Indemnified Representative's employment with the Corporation or
    any of its subsidiaries, if any, is at will, and that the Indemnified
    Representative may be discharged at any time for any reason, with or
    without cause, except as may be otherwise provided in any written
    employment contract between the Indemnified Representative and the
    Corporation or any of its subsidiaries, other applicable formal severance
    policies duly adopted by the board of directors of the Indemnified
    Representative's employer or, with respect to service as a director of the
    Corporation, by the Corporation's Certificate of Incorporation, By-Laws and
    the Delaware General Corporation Law.  The foregoing notwithstanding, this
    Agreement shall continue in force after the Indemnified Representative has
    ceased to serve in any Official Capacity for or on behalf of the
    Corporation or any of its subsidiaries.

2.  INDEMNIFICATION.

    a.   Except as provided in Sections 3 and 5 hereof, the Corporation shall
         indemnify the Indemnified Representative against any Liability (as
         hereinafter defined) incurred by or assessed against the Indemnified
         Representative in connection with any Proceeding (as hereinafter
         defined) in which the Indemnified Representative may be involved, as a
         party or otherwise, by reason of the fact that the Indemnified
         Representative is or was serving in any Official Capacity held now or
         in the future, including, without limitation, any Liability resulting
         from actual or alleged breach or neglect of duty, error, misstatement,
         misleading statement, omission, negligence, act giving rise to strict
         or product liability, act giving rise to liability for environmental
         contamination, or other act or omission, whether occurring prior to or
         after the date of this Agreement.  As used in this Agreement:

         (1)  "Liability" means any damage, judgment, amount paid in
              settlement, fine, penalty, punitive damage or expense of any
              nature (including attorneys' fees and expenses);

         (2)  "Proceeding" means any threatened, pending or completed action,
              suit, appeal, arbitration or other proceeding of any nature,
              whether civil, criminal, administrative or investigative, whether
              formal or informal, and whether brought by or in the right of the
              Corporation, a class of its security holders, or any other party;
              and

         (3)  "Official Capacity" means service to the Corporation as a
              director or officer or, at the request of the Corporation, as a
              director, officer, employee, agent, fiduciary or trustee of, or
              in a similar capacity for another corporation, partnership, joint
              venture, trust, employee benefit plan (including a plan qualified
              under the Employee Retirement Income Security Act of 1974), or
              other entity.


Indemnification Agreement - Page 2

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    b.   Notwithstanding Section 2a hereof, except for a Proceeding brought
         pursuant to Section 5d of this Agreement, the Corporation shall not
         indemnify the Indemnified Representative under this Agreement for any
         Liability incurred in a Proceeding initiated by the Indemnified
         Representative unless the Proceeding is authorized, either before or
         after commencement of the Proceeding, by the majority vote of a quorum
         of the Board of Directors of the Corporation.  An affirmative defense
         or counterclaim of an Indemnified Representative shall not be deemed
         to constitute a Proceeding initiated by the Indemnified
         Representative.

3.  EXCLUSIONS.

    a.   The Corporation shall not be liable under this Agreement to make any
         payment in connection with any Liability incurred by the Indemnified
         Representative:

         (1)  to the extent payment for such Liability is made to the
              Indemnified Representative under an insurance policy obtained by
              the Corporation;

         (2)  to the extent payment is made to the Indemnified Representative
              for such Liability by the Corporation under its Certification of
              Incorporation, By-Laws, the Delaware General Corporation Law or
              otherwise than pursuant to this Agreement;

         (3)  to the extent such Liability is determined in a final
              determination pursuant to Section 5d hereof to be based upon or
              attributable to the Indemnified Representative gaining any
              personal profit to which such Indemnified Representative was not
              legally entitled;

         (4)  for any claim by or on behalf of the Corporation for recovery of
              profits resulting from the purchase and sale or sale and purchase
              by such Indemnified Representative of equity securities of the
              Corporation pursuant to Section 16(b) of the Securities Exchange
              Act of 1934, as amended;

         (5)  for which the conduct of the Indemnified Representative has been
              determined in a final determination pursuant to Section 5d hereof
              to constitute bad faith or active and deliberate dishonesty, in
              either such case material to the cause of action or claim at
              issue in the Proceeding; or

         (6)  to the extent such indemnification has been determined in a final
              determination pursuant to Section 5d hereof to be unlawful.

    b.   Any act, omission, liability, knowledge or other fact of or relating
         to any other person, including any other person who is also an
         Indemnified Representative, shall not be imputed to the Indemnified
         Representative for the purposes of determining the applicability of
         any exclusion set forth herein.


Indemnification Agreement - Page 3

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    c.   The termination of a proceeding by judgment, order, settlement,
         conviction or upon a plea of NOLO CONTENDERE or its equivalent shall
         not, of itself, create a presumption that the Indemnified
         Representative is not entitled to indemnification under this
         Agreement.

4.  ADVANCEMENT OF EXPENSES.  The Corporation shall pay any Liability in the
    nature of an expense (including attorneys' fees and expenses) incurred in
    good faith by the Indemnified Representative in advance of the final
    disposition of a Proceeding within 30 days of receipt of a demand for
    payment by the Indemnified Representative; provided, however, that the
    Indemnified Representative shall repay such amount if it shall ultimately
    be determined, pursuant to Section 5d hereof, that the Indemnified
    Representative is not entitled to be indemnified by the Corporation
    pursuant to this Agreement.  The financial ability of the Indemnified
    Representative to repay an advance shall not be a prerequisite to the
    making to such advance.

5.  INDEMNIFICATION PROCEDURE.

    a.   The Indemnified Representative shall use his best efforts to notify
         promptly the Secretary of the Corporation of the commencement of any
         Proceeding or the occurrence of any event which might give rise to a
         Liability under this Agreement, but the failure to so notify the
         Corporation shall not relieve the Corporation of any obligation which
         it may have to the Indemnified Representative under this Agreement or
         otherwise.

    b.   The Corporation shall be entitled, upon notice to the Indemnified
         Representative, to assume the defense of any Proceeding with counsel
         reasonably satisfactory to the Indemnified Representative involved in
         such Proceeding or, if there be more than one Indemnified
         Representative involved in such Proceeding, to a majority of the
         Indemnified Representatives involved in such Proceeding.  If, in
         accordance with the foregoing, the Corporation defends the Proceeding,
         the Corporation shall not be liable for the expenses (including
         attorneys' fees and expenses) of the Indemnified Representative
         incurred in connection with the defense of such Proceeding subsequent
         to the required notice, unless (i) such expenses (including attorneys'
         fees) have been authorized by the Corporation or (ii) the Corporation
         shall not in fact have employed counsel reasonably satisfactory to
         such Indemnified Representative, or to the majority of Indemnified
         Representatives if more than one is involved, to assume the defense of
         such Proceeding.  The foregoing notwithstanding, the Indemnified
         Representative may elect to retain counsel at the Indemnified
         Representative's own cost and expense to participate in the defense of
         such Proceeding.

    c.   The Corporation shall not be required to obtain the consent of the
         Indemnified Representative to the settlement of any Proceeding which
         the Corporation has undertaken to defend if the Corporation assumes
         full and sole responsibility for such settlement and the settlement
         grants the Indemnified Representative a complete and unqualified
         release in respect of the potential Liability.  The Corporation shall
         not be


Indemnification Agreement - Page 4

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         liable for any amount paid by an Indemnified Representative in
         settlement of any Proceeding that is not defended by the Corporation,
         unless the Corporation has consented to such settlement, which consent
         shall not be unreasonably withheld.

    d.   Except as set forth herein, any dispute concerning the right to
         indemnification under this Agreement and any other dispute arising
         hereunder, including but not limited to matters of validity,
         interpretation, application and enforcement, shall be determined
         exclusively by and through final and binding arbitration in
         Wilmington, Delaware, each party hereto expressly and conclusively
         waiving its, his or her right to proceed to a judicial determination
         with respect to such matter; provided, however, that in the event that
         a claim for indemnification against liabilities arising under the
         Securities Act of 1933 (the "Act") (other than the payment by the
         Corporation of expenses incurred or paid by a director, officer or
         controlling person of the Corporation in the successful defense of any
         action, suit or proceeding) is asserted by a director, officer or
         controlling person in connection with securities being registered
         under the Act, the Corporation will, unless in the opinion of its
         counsel the matter has been settled by controlling precedent, submit
         to a court of competent jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.  The
         arbitration shall be conducted in accordance with the commercial
         arbitration rules then in effect of the American Arbitration
         Association before a panel of three arbitrators, one of whom  shall be
         selected by the Corporation, the second of whom shall be selected by
         the Indemnified Representative, and the third of whom shall be
         selected by the other two arbitrators.  If for any reason arbitration
         under the arbitration rules of the American Arbitration Association
         cannot be initiated, the necessary arbitrator or arbitrators shall be
         selected by the presiding judge of the state court of general
         jurisdiction in Wilmington, Delaware.  Each arbitrator selected as
         provided herein is required to be serving or to have served as a
         director or an executive officer of a corporation whose shares of
         common stock, during at least one year of such service, were quoted in
         the NASDAQ National Market System or listed on the New York Stock
         Exchange or the American Stock Exchange.  It is expressly understood
         and agreed by the parties that a party may compel arbitration pursuant
         to this Section 5d through an action for specific performance and that
         any award entered by the arbitrators may be enforced, without further
         evidence or proceedings, in any court of competent jurisdiction.

    c.   Upon a payment under this Agreement to the Indemnified Representative
         with respect to any Liability, the Corporation shall be subrogated to
         the extent of such payment to all of the rights of the Indemnified
         Representative to recover against any person with respect to such
         Liability, and the Indemnified Representative shall execute all
         documents and instruments required and shall take such other actions
         as may be necessary to secure such rights, including the execution of
         such documents as may be necessary for the Corporation to bring suit
         to enforce such rights.

6.  FEES AND EXPENSES OF ENFORCEMENT.  It is the intent of the Corporation that
    the Indemnified Representative not be required to incur the expenses
    associated with the enforcement of his


Indemnification Agreement - Page 5

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    rights under this Agreement by litigation, arbitration or other legal
    action because the cost and expense thereof would substantially detract
    from the benefits intended to be extended to the Indemnified Representative
    hereunder.  Accordingly, if it should appear to the Indemnified
    Representative that the Corporation has failed to comply with any of its
    obligations under this Agreement or in the event that the Corporation or
    other person takes any action to declare this Agreement void or
    unenforceable, or institutes any action, suit or proceeding designed (or
    having the effect of being designed) to deny, or to recover from, the
    Indemnified Representative the benefits intended to be provided to the
    Indemnified Representative hereunder, the Corporation irrevocably
    authorizes the Indemnified Representative from time to time to retain
    counsel of his choice, at the expense of the Corporation as hereafter
    provided, to represent the Indemnified Representative in connection with
    the initiation or defense of any litigation, arbitration or other legal
    action, whether by or against the Corporation or any director, officer,
    stockholder or other person affiliated with the Corporation, in any
    jurisdiction.  Regardless of the outcome thereof, the Corporation shall pay
    and be solely responsible for any and all costs, charges and expenses
    including, without limitation, attorneys' and others' fees and expenses,
    reasonably incurred by the Indemnified Representative (i) as a result of
    the Corporation's failure to perform this Agreement or any provision
    thereof or (ii) as a result of the Corporation or any person contesting the
    validity or enforceability of this Agreement or any provision thereof as
    aforesaid.

7.  CONTRIBUTION.  If the indemnification provided for in this Agreement is
    unavailable for any reason to hold harmless an Indemnified Representative
    in respect of any Liability or portion thereof, the Corporation shall
    contribute to such Liability or portion thereof in such proportion as is
    appropriate to reflect the relative benefits received by the Corporation
    and Indemnified Representative from the transaction giving rise to the
    Liability.

8.  NON-EXCLUSIVITY.  The rights granted to the Indemnification Representative
    pursuant to this Agreement shall not be deemed exclusive of any other
    rights to which the Indemnified Representative may be entitled under
    statute, the provisions of any certificate of incorporation, by-laws or
    agreement, a vote of stockholders or directors, or otherwise, both as to
    action in an Official Capacity and in any other capacity.

9.  RELIANCE ON PROVISIONS.  The Indemnified Representative shall be deemed to
    be acting in any Official Capacity in reliance upon the rights of
    indemnification provided by this Agreement.  Without limiting the
    generality of the foregoing, the Corporation and the Indemnified
    Representative acknowledge the existence of Article V of the Corporation's
    By-Laws as restated and adopted by the Board of Directors on September 12,
    1996, and confirm that the Indemnified Representative is also acting in
    reliance thereon.

10. SEVERABILITY AND REFORMATION.  Any provision of this Agreement which is
    determined to be invalid or unenforceable in any jurisdiction or under any
    circumstances shall be ineffective only to the extent of such invalidity or
    unenforceability and shall be deemed reformed to the extent necessary to
    conform to the applicable law of such jurisdiction and still give maximum
    effect to the intent of the parties hereto.  Any such determination shall


Indemnification Agreement - Page 6

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    not invalidate or render unenforceable such provision in any other
    jurisdiction or under any other circumstances.

11. NOTICES.  Any notice, claim, request or demand required or permitted
    hereunder shall be in writing and shall be deemed given if delivered
    personally or sent by telegram or by registered or certified mail, first
    class, postage prepaid: (i) if to the Corporation, to Morrison Knudsen
    Corporation, P. O. Box 73, Boise, Idaho 83729, Attention: Secretary, or
    (ii) if to any Indemnified Representative, to the address of such
    Indemnified Representative, to the address of such Indemnified
    Representative listed on the signature page hereof, or to such other
    address as any party hereto shall have specified in a notice duly given in
    accordance with this Section 10.

12. AMENDMENTS; BINDING EFFECT.  No amendment, modification, termination or
    cancellation of this Agreement shall be effective as to the Indemnified
    Representative unless signed in writing by the Corporation and the
    Indemnified Representative.  This Agreement shall be binding upon the
    Corporation and its successors and assigns and shall inure to the benefit
    of the Indemnified Representative's heirs, executors, administrators and
    personal representatives.

13. GOVERNING LAW.  This Agreement shall be governed by and construed in
    accordance with the laws of the State of Delaware, without regard to the
    conflict of laws provisions thereof.

    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first set forth above.

(Corporate Seal)                       MORRISON KNUDSEN CORPORATION


                                       By
                                          -------------------------------------
Attest:


----------------------------------------


                                       INDEMNIFIED REPRESENTATIVE


                                       By
                                          -------------------------------------

Witness:


----------------------------------------

Indemnification Agreement - Page 7

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                             MORRISON KNUDSEN CORPORATION

                        SCHEDULE OF INDEMNIFICATION AGREEMENTS


              Name                               Date of Agreement
              ----                               -----------------

         David H. Batchelder                     September 12, 1996
         Douglas L. Brigham                      September 12, 1996
         Peter N. Forbini                        September 12, 1996
         Darrol N. Groven                        September 12, 1996
         Stephen G. Hanks                        September 12, 1996
         Alvia L. Henderson                      September 12, 1996
         Leonard R. Judd                         September 12, 1996
         William C. Langley                      September 12, 1996
         James E. McCallum                       October 1, 1996
         Robert S. Miller, Jr.                   September 12, 1996
         Dorn Parkinson                          September 12, 1996
         Richard D. Parry                        September 12, 1996
         Terry W. Payne                          September 12, 1996
         John D. Roach                           September 12, 1996
         Jonathan M. Robertson                   September 12, 1996
         Lisa H. Ross                            September 12, 1996
         Charles W. Simpson                      September 12, 1996
         Robert A. Tinstman                      September 12, 1996
         Dennis R. Washington                    September 12, 1996
         Thomas H. Zarges                        September 12, 1996


Indemnification Agreement - Page 8