X0202 4 2004-05-07 0 0000906469 WASHINGTON GROUP INTERNATIONAL INC WGII 0001206861 WHYTE BETTINA M JAY ALIX & ASSOCIATES 9 WEST 57TH STREET, 34TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2004-05-07 4 A 0 1742 0 A 1742 D Common Stock 2004-05-07 4 A 0 871 0 A 2613 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. These shares were awarded in lieu of of an annual cash retainer at the election of Ms. Whyte and 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 Ms. Whyte within 60 days of her termination of servcie on the Company's Board of Directors. By: Craig G. Taylor For: Bettina M. Whyte 2004-05-10