X0202 4 2005-08-16 0 0000906469 WASHINGTON GROUP INTERNATIONAL INC WGII 0001184222 HAMILTON GAIL 512 RIVER HILLS ROAD AUSTIN TX 78733 1 0 0 0 Common stock 2005-04-16 4 A 0 1466 0.00 A 1466 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 each of the date of award and the last day of each of the three calendar quarters following the date of award. The vested shares will be deliverable to the director within 60 days of her termination of service on the Company's Board of Directors, provided such delivery is in compliance with Section 409A of the Internal Revenue Code. Gail Hamilton, by Power of Attorney 2005-08-18