EXHIBIT 10.32


 


Washington Group International, Inc. 


Executive Life Insurance Agreement


 


Effective January 1,
2005


 

















 


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

  



 

















 


	
  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

  



 

















 


WASHINGTON GROUP INTERNATIONAL, INC.


EXECUTIVE LIFE INSURANCE AGREEMENT


Effective January 1, 2005


 


Purpose


 


The
purpose 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


 


Whenever
capitalized in this document, the following terms shall have the meanings set
forth below unless otherwise expressly provided:


 


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


 


1.18                           “Base
Annual Salary” shall mean an amount of cash compensation, measured and
annualized as of March 31 of each Plan Year, relating to services
performed during the related calendar year, excluding certain items, such as
(but not limited to) bonuses, commissions, overtime, fringe benefits, stock
options, relocation expenses, incentive payments, non-monetary awards, director
fees and other fees, and automobile and other allowances paid to the
Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). 
Base Annual Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all
qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participant’s gross income under
Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts will be
included 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, designated
in accordance with Article 4, that are entitled to receive a benefit under
a Policy upon the death of the Participant.


 


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


 


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


 


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


 

















 


1.23                           “Committee” shall mean the committee
described in Article 6.


 


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


 


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


 


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 1
of each calendar year and continuing through December 31st of
such calendar year during which this Agreement is in effect and has not been
terminated.


 


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


 


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


 


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


 


1.31                           “Termination of Employment” shall mean
separation from service with all Employers voluntarily or involuntarily for any
reason other than Retirement.


 


1.32                           Year of
Service” shall mean a year of service as defined pursuant to the Washington
Group International, Inc. 401(k) Retirement Savings Plan (or any successor
plan thereto) for vesting purposes.


 


ARTICLE 2

Selection, Enrollment, and Eligibility


 


2.4                                 Selection by Committee.  The Company has entered into this Agreement
with the Participant, who the Committee has determined is a member of a select
group of management or a highly compensated Employee.


 


2.5                                 Policy Terms.  The Participant may designate any
person 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) the
Bonus payments, if any, made under this Agreement shall be made on behalf of
the Participant in accordance with Section 3.1, (ii) any Tax Bonus
payments shall be made directly to the Participant in accordance with Section 3.2,
and (iii) no Employer shall owe any obligation to such


 

















 


person or entity.


 


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


 


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


 


(f)                                    Shall
have the authority to verify with the Insurer that the Policy remains in
force.  The Participant shall cooperate
with the Company with respect to any actions required by the Insurer to grant
to the Company such power;


 


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


 


(h)                                 Shall
have the sole and absolute right to invest and reallocate the Policy’s cash surrender
value as the Company determines in its sole discretion until such time as the
Participant’s Employer ceases making Bonus payments to the Participant pursuant
to Section 3.4.  Except as otherwise
determined by the Company, the default investment option for the Policy’s cash
surrender value shall be the declared fixed rate account for the Policy.  The Participant shall cooperate with the
Company with respect to any actions required by the Insurer to grant to the
Company such power.  The Company shall
not have any liability associated with such investment authority and
discretion, provided that the Company makes all payments required under this
Agreement.


 


ARTICLE 3

Bonus Payments and Tax Bonus Payments


 


3.5                                 Bonus Payments.  As the Participant’s Bonus, the Participant’s Employer shall pay
to the Insurer, on behalf of the Participant, any required premiums due on the
Policy in each Plan Year.  The amount of
such premium payments are intended, but shall not be required, to be sufficient
to provide for a death benefit under the Policy equal to (a) the
Participant’s Base Annual Salary, multiplied by 200%, at all times prior to the
Participant’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 a
final Bonus payment that is estimated to provide for the targeted death benefit
under the Policy described in the preceding sentence.


 


All premium payments shall be treated as
compensation to the Participant, provided, however, that such payments shall
not be taken into account for purposes of determining the Participant’s
eligible compensation under any of the Company’s benefit plans, including, but
not limited to, the Washington Group International Voluntary Deferred


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     The
Participant borrows against or withdraws all or a portion of the Policy’s cash
value;


 


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


 


(iii)                               The
Policy is no longer in force; or


 


(iv)                              The
Employer terminates the Agreement pursuant to Section 5.1.


 


(b)                                 If the Participant’s
Employer ceases making payments pursuant to this Section 3.4, all
Employers and the Committee shall be fully and completely discharged from all
further obligations under this Agreement and this Agreement shall terminate.


 


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


 

















 


ARTICLE 4

Beneficiary Designation


 


4.2                                 Beneficiary.  The Participant shall have the right, at any
time, to designate his or her Beneficiary (both primary as well as contingent)
to receive any benefits payable under the Policy to a beneficiary upon the
death of the Participant.  The
Beneficiary designated under this Agreement may be the same as or different
from the Beneficiary designation under any other plan of an Employer in which
the Participant participates; provided, however, that the Participant may not
designate the Company or an Employer as his or her Beneficiary.


 


ARTICLE 5

Termination and Amendment


 


5.3                                 Termination.  The Board reserves the right to terminate
this Agreement at any time.  At least
sixty (60) days prior to any such termination under this Section 5.1, the
Company shall provide the Participant written notice of the Board’s intention
to terminate the Agreement.


 


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


 


ARTICLE 6

Administration


 


6.6                                 Committee Duties.  This Agreement shall be administered by a
Committee, which shall consist of the Board, or such committee as the Board
shall appoint.  The Committee shall have
the discretion and authority to (i) make, amend, interpret, and enforce
all appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the
Agreement.  The Committee shall not have
the authority to terminate or amend the Agreement.  If the Participant is serving on the
Committee, the Participant shall not vote or act on any matter relating solely
to himself or herself.  When making a
determination or calculation, the Committee shall be entitled to rely on
information furnished by the Participant or the Company.


 


6.7                                 Agents.  In the administration of this Agreement, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.


 


6.8                                 Binding Effect of Decisions.  The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation and application of this Agreement and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in this Agreement.


 

















 


6.9                                 Indemnity of Committee.  The Company shall indemnify and hold harmless
the members of the Committee and any Employee to whom the duties of the
Committee may be delegated against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to 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 its
functions, the Company and each Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of the
Participant, the date and circumstances of the retirement, death or other
termination of employment of the Participant, and such other pertinent
information as the Committee may reasonably require.


 


ARTICLE 7

Other Benefits and Agreements


 


7.2                                 Coordination with Other Benefits.  The benefits provided for the Participant
under this Agreement are in addition to any other benefits available to such
Participant under any other plan or program for employees of an Employer.  The Agreement shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.


 


ARTICLE 8

Claims Procedures


 


8.3                                 Presentation of Claim.  The Participant (“Claimant”) may deliver to
the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant under this Agreement.  If such a claim relates to the contents of a
notice 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 within
180 days of the date on which the event that caused the claim to arise
occurred.  The claim must state with
particularity the determination desired by the Claimant.


 


8.4                                 Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim.  If the Committee
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the
Claimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  The Committee shall notify the Claimant in
writing:


 


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


 

















 


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


 


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


 


(ii)                                  specific
reference(s) to pertinent provisions of the Agreement upon which such denial
was based;


 


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


 


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


 


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


 


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


 


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


 


(e)                                  may
submit written comments or other documents; and/or


 


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


 


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


 

















 


be
understood by the Claimant, and it must contain:


 


(e)                                  specific
reasons for the decision;


 


(f)                                    specific
reference(s) to the pertinent Plan provisions of this Agreement upon which the
decision was based;


 


(g)                                 a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


 


(h)                                 a
statement 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 foregoing
provisions of this Article 8 is a mandatory prerequisite to a Claimant’s
right to commence any legal action with respect to any claim for benefits under
this Agreement.


 


ARTICLE 9

Miscellaneous


 


9.8                                 Status of Agreement.  This
Agreement is intended to be a plan that is not qualified within the meaning of
Code Section 401(a) and that is unfunded and is maintained by an
employer primarily for the purpose of providing welfare benefits for a select
group of management or highly compensated employees within the meaning of DOL
Regulation Section 2520.104-24. 
This Agreement shall be administered and interpreted to the extent
possible 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 under
this Agreement, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of such Employer.  An Employer’s obligation under this Agreement
shall be merely that of an unfunded and unsecured promise to pay money in the
future.


 


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


 


9.11                           Nonassignability.  Neither the Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly


 

















 


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


 


9.12                           Not a Contract of Employment.  The terms and conditions of this Agreement
shall not be deemed to constitute a contract of employment between any Employer
and the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided in a written employment
agreement.  Nothing in this Agreement
shall be deemed to give the Participant the right to be retained in the service
of any Employer, as an Employee, or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.


 


9.13                           Furnishing Information.  The Participant or his or her Beneficiary
will cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested in
order to facilitate the administration of this Agreement and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.


 


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


 


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


 


9.12                           Governing Law.  The provisions of this Agreement shall be
construed and interpreted according to the internal laws of the State of Idaho
without regard to its conflicts of laws principles.


 


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


 


Washington
Group International, Inc.


Attn:
Larry L. Myers


Senior
Vice President – Human Resources


720
Park Blvd.


Boise,
ID 83729


 

















 


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


 


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


 


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


 


9.17                           Spouse’s Interest.  The interest in the benefits hereunder of a
spouse of the Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by such
spouse in any manner, including but not limited to such spouse’s will, nor
shall such interest pass under the laws of intestate succession.


 


9.18                           Validity.  In case any provision of this Agreement shall
be illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Agreement shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


 


9.19                           Incompetent.  If the Committee determines in its discretion
that a benefit under this Agreement is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, 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.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under this Agreement for such payment amount.


 


9.20                           Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Committee has been
named as a party.  In addition, if a
court determines that a spouse or former spouse of the Participant has an
interest in the Participant’s benefits under this Agreement in connection with
a property settlement or otherwise, the Committee, in its sole discretion,
shall have the right to immediately distribute the spouse’s or former spouse’s
interest in the Participant’s benefits under this Agreement to that spouse or
former spouse.


 

















 


IN WITNESS
WHEREOF, the Participant has signed and the Company has accepted this, on its
behalf 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