X0202 4 2004-05-10 0 0000906469 WASHINGTON GROUP INTERNATIONAL INC WGII 0001197071 REED CORDELL 1334 SOUTH PLYMOUTH COURT CHICAGO IL 60605 1 0 0 0 Common Stock 2004-05-07 4 A 0 1742 0 A 1742 D These are deferred shares awarded under the Company's 2004 Equity Incentive Plan and are forfeitable until such time as they vest. They will vest in four equal installments on the last date of each of the four calendar quarters following the effective date, beginning with June 30, 2004. The vested shares will be delivered to the director within 60 days of his or her termination of service on the Company's Board of Directors. By: Craig G. Taylor For: Cordell Reed 2004-05-10