8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
November 5, 2007 (November 4, 2007)

URS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-7567
(Commission File No.)
94-1381538
(I.R.S. Employer
Identification No.)

600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:
(415) 774-2700

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to the Agreement and Plan of Merger

     On November 4, 2007, URS Corporation, a Delaware corporation (“URS”), Washington Group International, Inc., a Delaware corporation (“WGI”), Elk Merger Corporation, a Delaware corporation and wholly owned subsidiary of URS (“Merger Sub”), and Bear Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of URS (“Second Merger Sub”) agreed to amend the terms of the Agreement and Plan of Merger dated May 27, 2007 (the “Merger Agreement”) and entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”).

      The Amendment provides that each WGI stockholder would have the right to elect to receive, for each share of common stock of WGI, par value $0.01 per share (“WGI Common Stock”), other than those shares held by URS, any subsidiary of URS, Merger Sub or Second Merger Sub and other than treasury shares and shares as to which a WGI stockholder has validly demanded and perfected appraisal rights under Delaware law, (a) 0.90 of a share of common stock of URS, par value $0.01 per share (“URS Common Stock”) and $ 43.80 in cash, without interest, (b) an amount in cash, without interest, equal to the sum of (i) $43.80 and (ii) 0.90 multiplied by the volume weighted average trading prices of URS Common Stock during the five trading days ending on the trading day that is one day prior to the date of the WGI special meeting at which the required WGI stockholder approval is received, or (c) a number of shares equal to the sum of (i) 0.90 and (ii) $43.80 divided by the volume weighted average trading prices of URS Common Stock during the five trading days ending on the trading day that is one day prior to the date of the WGI special meeting at which the required WGI stockholder approval is received, in connection with the proposed transactions (the “Merger”). The all-cash and all-stock elections, however, are subject to proration in order to preserve an overall per share mix of 0.90 of a share of URS Common Stock and $43.80 in cash (the “Merger Consideration”) for all of the outstanding shares of WGI Common Stock taken together.

     Immediately following the completion of the Merger, each outstanding option to acquire shares of WGI Common Stock, whether or not vested, that remains outstanding as of the effective time of the Merger will be cancelled and converted into the right to receive the “option consideration,” which equals the product of (1) the number of shares of WGI Common Stock subject to such option and (2) the excess, if any, of $97.89 over the exercise price per share of WGI Common Stock subject to the option. Under the Amendment, each WGI optionholder, other than Dennis Washington, will have the right to elect to receive the option consideration, for each cancelled WGI option owned, in (a) a combination of (i) an amount in cash, without interest, equal to the option consideration multiplied by 0.4474 and (ii) a number of shares of URS Common Stock equal to the option consideration less the cash payable pursuant to the preceding clause (i), divided by $60.10 (a “Mixed Option Election”); (b) an amount in cash, without interest, equal to the option consideration; or (c) a number of shares of URS Common Stock equal to the option consideration divided by $60.10; provided, however, that all-cash and all-stock elections are subject to proration in order to preserve an overall option consideration value mix of 44.74% cash and 55.26% URS Common Stock. Any cancelled option held by Mr. Washington will be exchanged only for the combination of cash and stock, as if Mr. Washington had made a Mixed Option Election, but Mr. Washington may exercise his options prior to the closing of the transaction so that he can elect to receive cash, which is his intention. Based on the closing price of.

     Based on the closing price of URS Common Stock (as reported on the New York Stock Exchange) of $60.10 per share on November 2, 2007, the value of the Merger Consideration is $97.89 per share of WGI Common Stock, for total consideration of approximately $3.2 billion. Under the Merger Agreement, as amended, WGI stockholders are estimated to receive an aggregate of approximately 29.4 million shares of URS Common Stock and approximately $1.4 billion in cash. Upon completion of the Merger, WGI stockholders would own approximately 35% of the combined company based on URS’ current outstanding shares.

Option Exercise and Transaction Support Agreement

     On November 4, 2007, Dennis Washington entered into an Option Exercise and Transaction Support Agreement (the “Support Agreement”) with URS and WGI. The Support Agreement provides that Mr. Washington will exercise his options and vote in favor of the Merger if necessary to obtain the required WGI shareholder approval. The exercise will be made in cash such that following the exercise Mr. Washington will have record and beneficial ownership of 3,224,100 shares of WGI Common Stock. WGI agreed to pay Mr. Washington's filing fee under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the legal fees of his counsel in preparing such filings. Mr. Washington has indicated that he intends to make the necessary HSR Act filing on November 5, 2007 in order to be able to exercise his options. Under the Support Agreement, Mr. Washington generally agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose of any of his options or WGI common stock. Under certain circumstances at the request of URS Mr. Washington must irrevocably constitute and appoint URS as his attorney and proxy with the full power to vote his shares of WGI common stock in favor of the Merger. The Support Agreement will terminate on the earlier to occur of (a) the termination of the Merger Agreement in accordance with the terms thereof, (b) the date following the date of the WGI Stockholder Meeting, including any adjournment or postponement thereof and (c) the effective time of the Merger. Nothing in the Support Agreement may be construed to limit or affect any action or inaction by Mr. Washington in his capacity as a director or fiduciary of WGI.

Item 7.01 Regulation FD Disclosure.

     On November 5, 2007, URS and WGI issued a joint press release announcing that URS and WGI had each entered into the Amendment and the Support Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K pursuant to Item 7.01. Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

2.1	Amendment No. 1 to the Agreement and Plan of Merger by and among URS Corporation, Elk Merger Corporation, a wholly owned subsidiary of URS Corporation, Bear Merger Sub, Inc., a wholly owned subsidiary of URS Corporation, and Washington Group International, Inc., dated November 4, 2007.
10.1	Option Exercise and Transaction Support Agreement by and among URS Corporation, Washington Group International, Inc. and Dennis Washington, dated November 4, 2007.
99.1	Joint Press Release, dated November 5, 2007.

Additional Information for Investors

     In connection with the proposed transaction, URS and WGI filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission on October 1, 2007 and will file supplemental materials with the SEC. Investors and security holders are urged to read the definitive joint proxy/prospectus and the supplemental materials because they contain important information about the proposed transaction. Investors and security holders may obtain free copies of this document and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS Investor Relations at 877-877-8970. Investors and security holders may obtain free copies of the documents filed with the SEC by WGI by contacting WGI Investor Relations at 866-964-4636. In addition, you may also find information about the merger transaction at www.urs-wng.com.

Interest of Certain Persons in the Merger

     URS, WGI and their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of URS and WGI in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the definitive joint proxy statement/prospectus of URS and WGI described above. Additional information regarding the directors and executive officers of URS is also included in URS’ proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2007. Additional information regarding the directors and executive officers of WGI is also included in WGI’s proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2007, as amended. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at URS and WGI as described above.

Forward Looking Statements

     Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements relating to timing of and satisfaction of conditions to the merger, whether any of the anticipated benefits of the merger will be realized, including future revenues, future net income, future cash flows, future competitive positioning and business synergies, future acquisition cost savings, future expectations that the merger will be accretive to GAAP and cash earnings per share, future market demand, future benefits to stockholders, future debt payments and future economic and industry conditions. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “expect,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. The companies believe that their expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties that could cause actual results to differ materially from the results predicted or implied by the forward-looking statement. The potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of the combined company; uncertainties as to the timing of the merger, approval of the transaction by the stockholders of the companies and the satisfaction of other closing conditions to the transaction, including the receipt of regulatory approvals; competitive responses to the merger; an economic downturn; changes in the each company’s book of business; each company’s compliance with government contract procurement regulations; each company’s ability to procure government contracts; each company’s reliance on government appropriations; the ability of the government to unilaterally terminate either company’s contracts; each company’s ability to make accurate estimates and control costs; each company’s ability to win or renew contracts; each company’s and its partners’ ability to bid on, win, perform and renew contracts and projects; environmental issues and liabilities; liabilities for pending and future litigation; the impact of changes in laws and regulations; a decline in defense spending; industry competition; each company’s ability to attract and retain key individuals; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; each company’s leveraged position and ability to service its debt; risks associated with international operations; business activities in high security risk countries; third party software risks; terrorist and natural disaster risks; each company’s relationships with its labor unions; each company’s ability to protect its intellectual property rights; anti-takeover risks and other factors discussed more fully in URS’ Form 10-Q for its quarter ended June 29, 2007, WGI’s Form 10-Q for its quarter ended September 28, 2007, as well as in the Joint Proxy Statement/Prospectus of URS and WGI to be filed, and other reports subsequently filed from time to time, with the Securities and Exchange Commission. These forward-looking statements represent only URS’ and WGI’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. Neither URS nor WGI assumes any obligation to update any forward-looking statements.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

URS CORPORATION
By:	/s/  Reed N. Brimhall
	Reed N. Brimhall
	Vice President, Controller and Chief Accounting Officer

Dated: November 5, 2007

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 1 to the Agreement and Plan of Merger by and among URS Corporation, Elk Merger Corporation, a wholly owned subsidiary of URS Corporation, Bear Merger Sub, Inc., a wholly owned subsidiary of URS Corporation, and Washington Group International, Inc., dated November 4, 2007.
10.1	Option Exercise and Transaction Support Agreement by and among URS Corporation, Washington Group International, Inc. and Dennis Washington, dated November 4, 2007.
99.1	Joint Press Release, dated November 5, 2007.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

                    This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of November 4, 2007, by and among URS Corporation, a Delaware corporation (the “Parent”), Elk Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Bear Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Second Merger Sub”), and Washington Group International, Inc., a Delaware corporation (the “Company”).

RECITALS

                    WHEREAS, Parent, Merger Sub, Second Merger Sub and the Company are parties to an Agreement and Plan of Merger, dated as of May 27, 2007 (the “Merger Agreement”);

                    WHEREAS, pursuant to Section 8.11 of the Merger Agreement, Parent, Merger Sub, Second Merger Sub and the Company desire to amend the Merger Agreement as provided in this Amendment;

                    WHEREAS, the board of directors of each of Parent, Merger Sub, Second Merger Sub and the Company has determined that this Amendment is advisable, fair to and in the best interests of their respective stockholders; and

                    WHEREAS, simultaneous with the execution of this Amendment, Parent, the Company and Dennis R. Washington, a holder of options to purchase shares of Common Stock of the Company (“DRW”), have entered into an Option Exercise and Transaction Support Agreement (the “Option/Support Agreement”) and Parent has required that the Option/Support Agreement be entered into as a condition to entering into this Amendment.

                    NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained in this Amendment and the Agreement, Parent, Merger Sub, Second Merger Sub and the Company agree as follows:

Section 1. Amendments to Merger Consideration Provisions.

          (a)     Section 2.1(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (a)      Subject to this Article II, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and except for any Dissenting Shares) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (collectively, the “Merger Consideration”):

                    (i)      Each (A) share of Company Common Stock with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked pursuant to Section 2.9(a) and (B) No Election Share (as that term is defined in Section 2.9(a) hereof) (each such share described in the preceding clauses (A) and (B), a “Mixed Election Share”) shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Per Share Mixed Consideration”) of (x) $43.80 in cash (the “Per Share Cash Amount”) and (y) 0.90 of a share of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”), subject to adjustment in accordance with Section 2.1(c) (the “Mixed Election Stock Exchange Ratio”).

                    (ii)     Each share of Company Common Stock with respect to which an election to receive cash has been effectively made and not revoked pursuant to Section 2.9(a) (each, a “Cash Election Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive an amount in cash, without interest (such amount in cash being the “Per Share Cash Election Consideration”), equal to the sum of (A) the Per Share Cash Amount and (B) an amount in cash equal to the product of (1) the Mixed Election Stock Exchange Ratio and (2) the volume weighted average trading price of Parent Common Stock during the five (5) consecutive trading days ending on the trading day that is one day prior to the date of the Company Stockholder Meeting at which Company Stockholder Approval is received, calculated utilizing “VWAP” in the Bloomberg function VAP (the “Average Parent Stock Price”); provided, however, if (X) the product of the number of Cash Election Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (Y) (1) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares and any shares that are Dissenting Shares as of the Election Deadline) issued and outstanding immediately prior to the Effective Time minus (2) the product of the number of Mixed Election Shares and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Election Share shall be converted into a right to receive (A) an amount in cash, without interest, equal to the product of (1) the Per Share Cash Election Consideration and (2) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (1) the Exchange Ratio (as defined below) and (2) one minus the Cash Fraction.

                    (iii)    Each share of Company Common Stock with respect to which an election to receive stock consideration has been effectively made and not revoked pursuant to Section 2.9(a) (each, a “Stock Election Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount) into the right to receive a number of shares (such number of shares being the “Exchange Ratio”) of validly issued, fully paid and non-assessable shares of

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Parent Common Stock, subject to adjustment in accordance with Section 2.1(c) (such Exchange Ratio, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.3, the “Per Share Stock Consideration”), equal to the sum of (A) the Mixed Election Stock Exchange Ratio and (B) (1) the Per Share Cash Amount divided by (2) the Average Parent Stock Price; provided, however, if the Available Cash Election Amount exceeds the Cash Election Amount (such excess being the “Available Cash Excess”), then each Stock Election Share shall be converted into the right to receive (X) an amount in cash, without interest, equal to the Available Cash Excess divided by the number of Stock Election Shares and (Y) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (1) the Exchange Ratio and (2) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (X) of this proviso and the denominator of which shall be the Per Share Cash Election Consideration.

          (b)      Section 2.1(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (c)      If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration, the Per Share Cash Amount, the Mixed Election Stock Exchange Ratio, the Exchange Ratio and any number or amount contained in this Agreement which is based on the price of Parent Common Stock or Company Common Stock or the number of shares of Parent Common Stock or Company Common Stock, as the case may be, shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon.

          (c)      Section 2.2(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (a)      Prior to the Effective Time, Parent shall appoint a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) and shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Company Common Stock and Company Options, certificates representing the shares of Parent Common Stock and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Sections 2.1, 2.3 and 2.6(a), payable, in the case of Company Common Stock, upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Company Common Stock represented by book-entry (“Book-Entry Shares”) and payable, in the case of Company Options, in accordance with Section 2.6(a), and in each case pursuant to the provisions of this Article II. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.2(f). Any cash and certificates representing Parent Common Stock deposited with the Exchange Agent (including the amount of any dividends or other distributions payable with respect thereto and such cash

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in lieu of fractional shares to be paid pursuant to Section 2.3) shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.1 and the Option Consideration contemplated to be issued pursuant to Section 2.6(a) out of the Exchange Fund. Except as contemplated by Section 2.3, the Exchange Fund shall not be used for any other purpose. As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock whose Company Common Stock was converted into the Merger Consideration pursuant to Section 2.1 (other than any holder which has previously and properly surrendered all of its Certificates to the Exchange Agent in accordance with Section 2.9(a) (each, an “Electing Stockholder”)), (i) a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry.

          (d)      Section 2.2(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (b)      Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon (A) with respect to any Electing Stockholder, completion of the calculations required by Section 2.1(a) and (B) with respect to any holder of shares of Company Common Stock, surrender to the Exchange Agent of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, together with a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (x) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such holder) and/or (y) a check in the amount equal to the cash portion of the Merger Consideration that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of fractional shares pursuant to Section 2.3 and dividends and other distributions pursuant to Section 2.2(f) (less any required Tax withholding). Each holder of cancelled Company Options that have been converted into a right to receive the Option Consideration will be entitled to receive in exchange therefor (x) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.6(a) and/or (y) a check in the amount equal to the cash portion of the Option Consideration that

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such holder has the right to receive pursuant to Section 2.6(a) and this Article II, including cash payable in lieu of fractional shares pursuant to Section 2.3 and dividends and other distributions pursuant to Section 2.2(f) (less any required Tax withholding). No interest shall be paid or accrued on any Merger Consideration or Option Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates or Company Options. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration.

          (e)      Section 2.2(e) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (e)      Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock or holders of cancelled Company Options eighteen (18) months after the Effective Time shall be returned to Parent, upon demand. Any holder of shares of Company Common Stock who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.2 and any holder of cancelled Company Options who has not received the Option Consideration in accordance with Section 2.6(a) prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration or Option Consideration in respect of such holder’s shares or options. Notwithstanding the foregoing, neither Parent, Merger Sub, the Company nor the First Surviving Corporation shall be liable to any holder of shares for any Merger Consideration or Option Consideration delivered to a public official pursuant to applicable abandoned property laws. Any Merger Consideration or Option Consideration remaining unclaimed by holders of shares of Company Common Stock or holders of cancelled Company Options immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by Applicable Law, become property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

          (f)      The ultimate sentence in Section 2.2(f) of the Merger Agreement is hereby amended and restated in its entirety as follows:

For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the First Merger (the “Stock Issuance”) shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time and all shares of Parent Common Stock to be issued pursuant to Section 2.6(a) shall be entitled to dividends as if issued and outstanding as of the Effective Time.

          (g)      Section 2.2(h) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (h)      All Merger Consideration or Option Consideration issued and paid upon conversion of the Company Common Stock or the Company Options, respectively, in accordance with the terms of this Agreement (including any cash paid pursuant to Section 2.3), shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Stock or Company Options, respectively.

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          (h)      Section 2.3 of the Merger Agreement is hereby amended and restated in its entirety as follows:

         2.3      Fractional Shares.

         (a)      No fractional shares of Parent Common Stock shall be issued in the First Merger or pursuant to Section 2.6(a), but in lieu thereof each holder of shares of Company Common Stock and each holder of Company Options otherwise entitled to a fractional share of Parent Common Stock will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.3, a cash payment in lieu of such fractional shares of Parent Common Stock representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Parent Common Stock equal to the excess of (i) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(a) over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of Company Common Stock and Company Options pursuant to Section 2.2(b) and Section 2.6(a) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange (“NYSE”) in the manner provided in the following paragraph.

         (b)      The sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on the NYSE at then-prevailing market prices and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock or the holders of Company Options, the Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock and the holders of Company Options (the “Common Stock Trust”). The Exchange Agent shall determine the portion of the Common Stock Trust to which each holder of shares of Company Common Stock and each holder of Company Options shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Stock Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock or such holder of Company Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock and all holders of Company Options would otherwise be entitled.

         (c)      As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock or holders of Company Options in lieu of any fractional shares of Parent Common Stock, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock or such holders

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of Company Options, without interest, subject to and in accordance with Section 2.2 and Section 2.6(a).

          (i)      The ultimate sentence in Section 2.5 of the Merger Agreement is hereby amended and restated in its entirety as follows:

To the extent that amounts are so deducted or withheld by Parent, Merger Sub, the Surviving Corporation, or the Exchange Agent, as the case may be, and paid over to the applicable Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or the holder of Company Options in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Corporation or the Exchange Agent, as the case may be.

          (j)      Section 2.6(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

         (a)      Immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (a “Company Option”) granted under the employee and director equity and performance incentive plans of the Company (“Company Incentive Plans”) or under any individual consultant, employee or director agreement or otherwise issued by the Company, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully exercisable and vested. Immediately following the Effective Time, each such Company Option shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration Value over the exercise price per share of Company Common Stock previously subject to such Company Option (such product of clauses (i) and (ii) payable for each option hereunder being referred to as the “Per Option Total Consideration”). “Merger Consideration Value” shall mean the sum of (x) the Per Share Cash Amount and (y) the product of the Mixed Election Stock Exchange Ratio and $60.10. Immediately after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Per Option Total Consideration as described below. After the Election Deadline and as soon as reasonably practicable after the completion of the calculations required by this Section 2.6(a), but in any event within four (4) business days following the Election Deadline, Parent shall or shall cause the Surviving Corporation to deliver in exchange for each Company Option which is cancelled pursuant to this Section 2.6(a), the following (collectively, the “Option Consideration”):

                    (i)      Each (A) cancelled Company Option with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked pursuant to Section 2.9(b), (B) cancelled Company Option held by DRW (each, a “DRW Option”), and (C) No Election Option (as that term is defined in Section 2.9(b) hereof) (each such Company Option described in the preceding clauses (A), (B) and

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(C), a “Mixed Election Option”) shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Per Option Mixed Consideration”) of (A) an amount in cash, without interest (such amount in cash being the “Per Option Mixed Cash Consideration”), equal to the product of (1) the Per Option Total Consideration with respect to such Company Option and (2) a fraction the numerator of which is the Per Share Cash Amount and the denominator of which is the Merger Consideration Value, plus (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (1) the Per Option Total Consideration with respect to such Company Option less the cash payable pursuant to the immediately preceding clause (A), divided by (2) $60.10. In furtherance of the foregoing, any cancelled Company Option held by DRW shall be exchanged only for the Per Option Mixed Consideration and shall not be entitled to make any election.

                    (ii)     Each cancelled Company Option with respect to which an election to receive cash has been effectively made and not revoked pursuant to Section 2.9(b) (each, a “Cash Election Option”) shall be converted (provided that the Available Option Cash Election Amount (as defined below) equals or exceeds the Option Cash Election Amount (as defined below)) into the right to receive an amount of cash, without interest (such amount in cash being the “Per Option Cash Consideration”), equal to the Per Option Total Consideration with respect to such Company Option; provided, however, if (X) the aggregate amount of Per Option Cash Consideration payable to all holders of Cash Election Options (the “Option Cash Election Amount”) exceeds (Y) (1) the aggregate amount of Per Option Mixed Cash Consideration that would be payable to holders of Mixed Election Options if all cancelled Company Options were converted into Mixed Election Options, minus (2) the aggregate amount of Per Option Mixed Cash Consideration actually payable to all holders of Mixed Election Options (such difference being the “Available Option Cash Election Amount”), then each Cash Election Option shall be converted into a right to receive (A) an amount in cash, without interest, equal to the product of (1) the Per Option Total Consideration with respect to such Company Option and (2) a fraction, the numerator of which shall be the Available Option Cash Election Amount and the denominator of which shall be the Option Cash Election Amount (such fraction being the “Option Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (1) the Option Exchange Ratio (as defined below) and (2) one minus the Option Cash Fraction.

                    (iii)    Each cancelled Company Option with respect to which an election to receive stock consideration has been effectively made and not revoked pursuant to Section 2.9(b) (each, a “Stock Election Option”) shall be converted (provided that the Option Cash Election Amount equals or exceeds the Available Option Cash Election Amount) into the right to receive a number of validly issued, fully paid and non-assessable shares of Parent Common Stock (such number of shares being the “Per Option Stock Consideration”) equal to the Option Exchange Ratio; provided, however, if the Available Option Cash Election Amount exceeds the Option Cash Election Amount (such excess being the “Available Option Cash Excess”), then each Stock Election Option shall be converted into the right to receive (X) an amount in cash,

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without interest, equal to the product of (1) the Available Option Cash Excess and (2) a fraction, the numerator of which shall be the Per Option Total Consideration with respect to such Company Option and the denominator of which shall be the aggregate amount of Per Option Total Consideration payable to all holders of Stock Election Options, and (Y) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (1) the Option Exchange Ratio and (2) a fraction, the numerator of which shall be the Per Option Total Consideration with respect to such Company Option minus the amount calculated in clause (X) of this proviso and the denominator of which shall be the Per Option Total Consideration with respect to such Company Option.

For purposes of this Section 2.6(a), with respect to any Company Option, “Option Exchange Ratio” shall mean (A) the Per Option Total Consideration with respect to such Company Option divided by (B) $60.10. The cash and shares payable pursuant to this Section 2.6(a) shall be subject to any applicable withholding or other Taxes required by Applicable Law to be withheld, provided that Parent shall at its expense assist each former holder of a cancelled Company Option who received such Company Option in his or her capacity as a Company Employee in selling shares of Parent Common Stock delivered in payment of the cancelled Company Option in order to satisfy such Taxes with respect to the Option Consideration (whether such assistance applies with respect to this Section 2.6(a) or with respect to Section 2.6(b), the “Assisted Sales Process”) and Parent agrees that any applicable withholding or other Taxes required by Applicable Law to be withheld in respect of the Option Consideration shall first be satisfied from the sale of shares of Parent Common Stock pursuant to the Assisted Sales Process and Parent shall only withhold or cause the withholding of cash from the cash portion of an individual’s Option Consideration if and to the extent that the sale of shares of Parent Common Stock pursuant to the Assisted Sales Process does not yield cash adequate to satisfy such tax obligation with respect to such individual.

          (k)      Section 2.7 of the Merger Agreement is hereby amended and restated in its entirety as follows:

         2.7.      Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have (i) not voted in favor of the First Merger nor consented thereto in writing, (ii) properly complied with the provisions of Section 262 of the DGCL as to appraisal rights, or (iii) not effectively withdrawn or lost its rights to appraisal (each, a “Dissenting Share”), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of section 262 of the DGCL; provided, however, that (x) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (y) if any holder of Dissenting Shares fails to establish his entitlement to appraisal rights as provided in the DGCL or (z) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such

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shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares, and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall, to the fullest extent permitted by the law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Per Share Mixed Consideration; provided that each such share shall instead be converted into the right to receive the Per Share Stock Consideration as provided in this Article II if Parent shall have received an opinion from Latham & Watkins LLP to the effect that the Merger would otherwise fail to satisfy the continuity of interest requirement under Section 368 of the Code. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (which shall not be unreasonably withheld or delayed), (A) voluntarily make any payment with respect to any demands for appraisal for Dissenting Shares, (B) offer to settle any such demands, (C) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (D) agree to do any of the foregoing.

(l)      New Section 2.9 of the Merger Agreement is hereby added as follows:

                    Section 2.9 Election Procedures.

         (a)      Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Common Stock:

               (i)      An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Merger Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”).

                    (ii)     Each Merger Consideration Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, (C) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, or (D) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Merger Consideration Election Form on or before 5:00 p.m., New York time, on the date that is three Business Days following the Closing Date (or such other time and date as the Company and Parent shall agree prior to the Closing) (the “Election Deadline”) (other than any shares of Company Common Stock

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that constitute Dissenting Shares as of such time) shall be deemed to be No Election Shares.

                    (iii)    Parent shall make available one or more Merger Consideration Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

                    (iv)   Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Merger Consideration Election Form by the Election Deadline. Any Merger Consideration Election Form may be revoked or changed by the Person submitting such Merger Consideration Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event a Merger Consideration Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Merger Consideration Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Merger Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Merger Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in a Merger Consideration Election Form.

(b)      Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Options:

                    (i)      An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Option Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment or at the Mailing Date to each holder of record of any Company Option as of immediately prior to the Effective Time (the “Option Consideration Election Form Date”).

                    (ii)     Each Option Consideration Election Form shall permit the holder to specify with respect to each Company Option (A) whether such holder elects to receive the Per Option Mixed Consideration, (B) whether such holder elects to receive the Per Option Cash Consideration, (C) whether such holder elects to receive the Per Option Stock Consideration, or (D) that such holder makes no election with respect to such Company Option (“No Election Options”). Any Company Options with respect to which the Exchange Agent has not received an effective, properly completed Option

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Consideration Election Form on or before the Election Deadline shall also be deemed to be No Election Options.

                    (iii)    Parent shall make available one or more Option Consideration Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Options between the Option Consideration Election Form Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

                    (iv)   Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Option Consideration Election Form by the Election Deadline. Any Option Consideration Election Form may be revoked or changed by the Person submitting such Option Consideration Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Option Consideration Election Form is revoked prior to the Election Deadline, the Company Options represented by such Election Form shall become No Election Options, except to the extent (if any) a subsequent election is properly made with respect to any or all such Company Options. Subject to the terms of this Agreement and of the Option Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Option Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Option Consideration Election Form.

          (m)      Section 8.2 (a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

          (a)      if to Parent, Merger Sub or Second Merger Sub:

URS CORPORATION
600 Montgomery Street, 26th Floor San Francisco, CA 94111
Attention: General Counsel
Telecopy No.: (415) 398-4525

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with a copy to:

Paul D. Tosetti, Esq.
Steven B. Stokdyk, Esq.
Latham & Watkins LLP
Suite 4000
633 West Fifth Street
Los Angeles, CA 90071
Telecopy No.: (212) 751-4864

Section 2. Representations and Warranties.

     (a)      Parent, Merger Sub and Second Merger Sub represent and warrant to the Company as follows:

          Each of Parent, Merger Sub and Second Merger Sub has all requisite corporate power and authority to enter into and deliver this Amendment, to perform its obligations under this Amendment, and, subject to (i) the Parent Stockholder Approval and (ii) the approval of Parent in its capacity as the sole stockholder of each of Merger Sub, the First Surviving Corporation and Second Merger Sub (which, in the case of this clause (ii), Parent shall obtain reasonably promptly), to consummate the transactions contemplated by this Amendment. The execution, performance and delivery of this Amendment by Parent, Merger Sub and Second Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent, Merger Sub and Second Merger Sub, subject to (1) the Parent Stockholder Approval, (2) the filing of the Certificate of Merger with the Delaware Secretary of State and (3) the filing of the Second Certificate of Merger with the Delaware Secretary of State, and no other corporate proceedings on the part of Parent, Merger Sub or Second Merger Sub are necessary to authorize or approve this Amendment or to consummate the transactions contemplated hereby. This Amendment has been duly and validly executed and delivered by each of Parent, Merger Sub and Second Merger Sub, and, assuming the due authorization, execution and delivery of this Amendment by the Company, constitutes a legal, valid and binding obligation of each of Parent, Merger Sub and Second Merger Sub enforceable against each of them in accordance with its terms, except that such enforceability (x) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (y) is subject to general principles of equity.

     (b)      The Company represents and warrants to the Company and Merger Sub as follows:

          The Company has all requisite corporate power and authority to enter into and deliver this Amendment, to perform its obligations under this Amendment, and, subject to Company Stockholder Approval, to consummate the transactions contemplated by this Amendment. The execution, performance and delivery of this Amendment by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject to (1) the Company Stockholders Approval, (2) the filing of the Certificate of Merger with the Delaware Secretary of State, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Amendment or to consummate the transactions

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contemplated hereby. This Amendment has been duly and validly executed and delivered by the Company, and, assuming the due authorization, execution and delivery of this Amendment by Parent, Merger Sub and Second Merger Sub, constitutes the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms except that such enforceability (x) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (y) is subject to general principals of equity.

Section 3. Stockholders Meetings.

     Parent and the Company shall duly call and give notice of, and convene and hold on November 15, 2007, the Parent Stockholder Meeting and the Company Stockholder Meeting; provided, however, that if, at any time on or prior to November 14, 2007, Parent’s Board or the Company’s Board reasonably determines after consulting with their respective advisors that the Company Stockholder Approval, in the case of the Company’s Board, or the Parent Stockholder Approval, in the case of Parent’s Board, is reasonably likely not to be obtained on November 15, 2007, then Parent and the Company shall, as promptly as practicable, (i) establish a new record date for the Parent Stockholder Meeting and the Company Stockholder Meeting sufficiently in advance to permit the exercise of options pursuant to the Option Exercise/Support Agreement by DRW, and (ii) duly call, give notice of, convene and hold such meetings. Parent and the Company shall solicit new proxies referring to this Amendment. Notwithstanding anything to the contrary contained in this Section 3, nothing shall prohibit Parent or the Company from (A) establishing a new record date to facilitate the convening of the Parent Stockholder Meeting or the Company Stockholder Meeting, as applicable, prior to the End Date or (B) postponing or adjourning the Parent Stockholder Meeting or the Company Stockholder Meeting scheduled for November 15, 2007 or thereafter, as applicable, to any subsequent date.

Section 4. Ratification of Merger Agreement.

     Except as otherwise provided herein, all of the terms, covenants and other provisions of the Merger Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms. After the date hereof, all references to the Merger Agreement (whether in the Merger Agreement or this Amendment) shall refer to the Merger Agreement as amended by this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Merger Agreement.

Section 5. Counterparts.

     This Amendment may be executed in counterparts, which together shall constitute one and the same agreement. The parties hereto may execute more than one copy of this Amendment, each of which shall constitute an original. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

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Section 6. Entire Agreement.

     This Amendment, the Merger Agreement (including the exhibits and schedules thereto), the Option/Support Agreement, the Confidentiality Agreement and the Joint Defense Agreement constitute the entire agreement among the parties hereto and thereto and supersede all prior agreements and understandings, agreements or representations by or among the parties hereto and thereto, written and oral, with respect to the subject matter hereof and thereof. No representation, warranty, inducement, promise, understanding or condition not set forth in this Amendment has been made or relied upon by any of the parties hereto.

(Signature page follows.)

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     IN WITNESS WHEREOF, Parent, Merger Sub, Second Merger Sub and the Company have signed this Amendment as of the date first written above.

URS CORPORATION
By:	/s/ H. Thomas Hicks
	Name:	H. Thomas Hicks
	Title:	Vice President and Chief Financial Officer

ELK MERGER CORPORATION
By:	/s/ H. Thomas Hicks
	Name:	H. Thomas Hicks
	Title:	President

BEAR MERGER SUB, INC.
By:	/s/ H. Thomas Hicks
	Name:	H. Thomas Hicks
	Title:	President

WASHINGTON GROUP INTERNATIONAL, INC.
By:	/s/ Stephen G. Hanks
	Name:	Stephen G. Hanks
	Title:	President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

OPTION EXERCISE AND TRANSACTION SUPPORT AGREEMENT

     This Option Exercise and Transaction Support Agreement (this “Agreement”) is made and entered into as of November 4, 2007, by and among URS Corporation, a Delaware corporation (“Parent”), Washington Group International, Inc., a Delaware corporation (the “Company”), and the undersigned holder of options to purchase shares of common stock of the Company (the “Holder”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

     A.       Pursuant to an Agreement and Plan of Merger, dated as of May 27, 2007 (the “Original Merger Agreement”), as amended as of November 4, 2007 (the “Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), by and among Parent, Elk Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Bear Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Second Merger Sub”) and the Company, Merger Sub agreed to merge with and into the Company (the “First Merger”), with the Company surviving such First Merger, to be immediately followed by the merger of the Company with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Transaction”), with Second Merger Sub surviving such subsequent Second Merger as a wholly owned subsidiary of Parent.

     B.       Concurrently with the execution and delivery of the Amendment and as a condition and inducement to Parent, Merger Sub and Second Merger Sub to enter into the Amendment, Parent has required that the Holder enter into this Agreement. The Holder is the record and beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of options (the “Options”) to purchase 3,224,100 shares of Company Common Stock.

AGREEMENT

     The parties hereby agree as follows:

     1.       Agreement to Make Necessary Regulatory Filings.    As promptly as practicable following the execution of this Agreement, the Holder and the Company shall make the filings required under the HSR Act in order to allow the Holder to exercise the Options and acquire shares of Company Common Stock pursuant to the terms of this Agreement. In its filing under the HSR Act, the Holder will request early termination of the waiting period. Parent acknowledges that the Company will pay the Holder’s filing fee under the HSR Act and the legal fees of outside counsel in preparing such HSR Act filings and Parent agrees that the payment of such fees by the Company shall be deemed to not violate any of the provisions of the Merger Agreement. The parties to this agreement acknowledge that the Holder’s obligations under Sections 2, 3 and 4 of this Agreement are subject to expiration or termination of the applicable waiting period under the HSR Act.

     2.       Agreement to Exercise the Options.    If a new record date for the Company Stockholder Meeting is established pursuant to Section 3 of the Amendment, the Holder agrees to exercise all of the Options no later than the date that is one business day prior to such new

record date (the “Record Date”) established with respect to the Company Stockholder Meeting. Such exercise shall be made in cash (and not on a “net exercise” or comparable basis), such that following such exercise the Holder shall have, as of the Record Date, record and beneficial ownership of 3,224,100 shares of Company Common Stock (the “Shares”). The Holder shall effect such exercise in such fashion (and the Company shall facilitate such exercise as reasonably required) so as to ensure that the Holder is vested with full voting rights with respect to the Shares at and for the Company Stockholder Meeting.

     3.       Agreement to Retain the Options and the Shares and Any New Shares.

(a)       Transfer.    During the period beginning on the date hereof and ending on the earliest to occur of (A) the Effective Time, (B) the Expiration Date (as defined below) and (C) the day after the Record Date, the Holder agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) any of the Options (except upon the exercise of the Options in accordance with this Agreement) or the Shares or any New Shares (as defined below). During the period beginning on the date hereof and ending on the earlier to occur of (A) the Effective Time and (B) the Expiration Date (as defined below), (i) the Holder agrees not to, directly or indirectly, grant any proxies or powers of attorney, deposit any of the Holder’s Shares or any New Shares into a voting trust or enter into a voting agreement with respect to any of the Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause (i), and (ii) the Holder agrees not to, directly or indirectly, take any action that could reasonably be expected to have the effect of preventing or disabling the Holder from performing the Holder’s obligations under this Agreement. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof.

(b)       New Shares.    The Holder agrees that any shares of Company Common Stock that the Holder purchases or with respect to which the Holder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the earlier to occur of (i) the Effective Time and (ii) the Expiration Date (the “New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares.

(c)       Stop Transfer.    During the period described in the first sentence of Section 3(a), the Company will not register or otherwise recognize the transfer (book entry or otherwise) of any of the Options or the Shares or any New Shares or any certificate or uncertificated interest representing any of such securities that would violate the provisions of this Agreement (including any written waiver by Parent of any of the terms of this Agreement).

(d)       Cash Election.    Parent and the Company agree to facilitate the Holder making an election to receive cash to the extent permitted by the Merger Agreement.

     4.       Agreement to Vote the Shares.

(a)       From and after the exercise of the Options in accordance with this Agreement and until the earlier to occur of (A) the Effective Time, (B) the Expiration Date and (C) the termination of the Merger Agreement in accordance with the terms thereof , at every

2

meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Holder shall (unless the Holder grants a proxy pursuant to Section 4(c) below) appear at such meeting (in person or by proxy) and shall vote or consent the Shares and any New Shares (i) in favor of adoption of the Merger Agreement and the approval of the transactions contemplated thereby (as the Merger Agreement may be modified or amended so long as the Merger Consideration is not reduced), and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Transaction) between the Company and any person or entity other than Parent or any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Holder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind the Holder as a holder of securities of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 4(a), the Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Prior to the termination of this Agreement, the Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement.

(b)       The Holder further agrees that, until the termination of this Agreement, the Holder will not, and will not permit any entity under the Holder’s control to, (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (ii) initiate a stockholders’ vote with respect to an Opposing Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action or proposal described in clause (ii) of Section 4(a) above.

(c)       If requested by Parent, subject to the provisions set forth in Section 7 hereof and as security for the Holder’s obligations under Section 4(a), the Holder shall, at any time after (i) the exercise of the Options pursuant to Section 2 and (ii) any purchase or other acquisition of record or beneficial ownership of any New Shares after the date of this Agreement and prior to the earlier to occur of (A) the Effective Time and (B) the Expiration Date, irrevocably constitute and appoint Parent and its designees as his attorney and proxy in accordance with the DGCL with respect to the Shares, in each case, with full power of substitution and resubstitution, to cause the Shares and any New Shares to be counted as present at the Company Stockholder Meeting, to vote the Shares and any New Shares at the Company Stockholder Meeting, however called, and to execute consents in respect of the Shares and any New Shares as and to the extent provided in Section 4(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 7 HEREOF, ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 4(C) WILL BE IRREVOCABLE (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DGCL) AND COUPLED WITH AN INTEREST AND WILL UNDER NO CIRCUMSTANCES BE REVOKED PRIOR TO THE TERMINATION OF THIS AGREEMENT. Upon the execution of this Agreement, the Holder agrees not to grant any subsequent proxies or powers of attorney

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with respect to the voting of the Shares or the New Shares on the matters referred to in Section 4(a) until the earlier to occur of (A) the Effective Time and (B) the Expiration Date. The Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Holder’s execution and delivery of this Agreement and the Holder’s agreement to grant a proxy as provided for in this Section 4(c). The Holder hereby affirms that any proxy granted pursuant to this Section 4(c) will be given in connection with the execution of the Merger Agreement, and that such proxy would be given to secure the performance of the duties of the Holder under this Agreement. If for any reason any proxy granted hereby is not irrevocable, the Holder agrees to vote the Shares and any New Shares in accordance with Section 4(a). Parent agrees that to the extent it utilizes a proxy granted under this Section 4(c), that it will use such proxy to vote the Shares and any New Shares in accordance with Section 4(a).

     5.       Representations, Warranties and Covenants of the Holder.    The Holder hereby represents, warrants and covenants to Parent that the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and validly executed and delivered by the Holder and constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

     6.      Additional Documents.    The Holder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary to carry out the purpose and intent of this Agreement.

     7.       Termination.    This Agreement and any proxy delivered in connection herewith shall terminate and shall have no further force and effect as of the earlier to occur of (a) the Expiration Date, (b) the termination of the Merger Agreement in accordance with the terms thereof, (c) the date following the date of the Company Stockholder Meeting, including any adjournment or postponement thereof and (d) the Effective Time.

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     8.       Fiduciary Duties.    Notwithstanding anything in this Agreement to the contrary: (a) the Holder makes no agreement or understanding herein in any capacity other than in the Holder’s capacity as a record holder and beneficial owner of the Options, the Shares (upon exercise of the Options) and, if acquired, any New Shares, (b) nothing in this Agreement shall be construed to limit or affect any action or inaction by the Holder acting in his capacity as a director or fiduciary of the Company, and (c) the Holder shall have no liability to Parent, Merger Sub, Second Merger Sub or any of their respective affiliates under this Agreement as a result of any action or inaction by the Holder acting in his capacity as a director or fiduciary of the Company.

     9.       Miscellaneous.

(a)       Amendments and Waivers.    Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 9(a) shall be binding upon the parties and their respective successors and assigns.

(b)       Governing Law; Venue.    This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law thereof. Each of the parties hereto (a) consents to submit to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it shall not bring any action relating to this Agreement in any court other than a federal or state court sitting in the State of Delaware.

(c)       Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(d)       Titles and Subtitles.    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(e)       Notices.    Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 72 hours after being deposited in the regular mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

(f)       Severability.    If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such

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provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

(g)       Specific Performance.    Each of the parties hereto recognizes and acknowledges that a breach of any covenants or agreements contained in this Agreement will cause Parent, Merger Sub and Second Merger Sub to sustain damages for which they would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach Parent shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which they may be entitled, at law or in equity.

(h)       WAIVER OF JURY TRIAL.    EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(H).

(i)       Waiver of Appraisal Rights.    The Holder hereby waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Holder may at any time have.

(Signature Page Follows)

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      The parties have caused this Agreement to be duly executed on the date first above written.

URS CORPORATION
By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Vice President and Chief Financial Officer
WASHINGTON GROUP INTERNATIONAL, INC.
By:	/s/ Stephen G. Hanks
Name:	Stephen G. Hanks
Title:	President and Chief Executive Officer
“HOLDER”
/s/ Dennis Washington
Dennis R. Washington

Signature Page to
Option Exercise and Transaction Support Agreement
between URS, WGI and DRW

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

URS AND WASHINGTON GROUP INTERNATIONAL AMEND MERGER
AGREEMENT TO INCREASE MERGER CONSIDERATION

URS Increases Stock Component and Gives WNG Stockholders Right to Elect Cash,
Stock or Cash and Stock; Says Offer is “Best and Final”

Stockholder Meetings Rescheduled For November 15

     SAN FRANCISCO, CA and BOISE, ID — November 5, 2007 — URS Corporation (NYSE: URS) and Washington Group International, Inc. (NYSE: WNG) today announced that their previously announced definitive merger agreement for the acquisition of Washington Group by URS has been amended to increase the consideration to be received by Washington Group stockholders and to provide them with the ability to elect to receive cash, stock or cash and stock for their shares (subject to proration). Based on the closing price of URS’ common stock on November 2, 2007, the consideration is now valued at approximately $3.2 billion, or $97.89 per Washington Group share, which represents a premium of approximately 8.5% over the initial merger consideration value of $90.20 as of such date. Based on the volume weighted average price of URS’ common stock during the five trading days ending on November 2, 2007, the consideration is now valued at approximately $3.2 billion, or approximately $99.00 per Washington Group share, compared with a value of approximately $3.0 billion, or $91.14 per Washington Group share (using the five trading day weighted average), under the terms of the original merger agreement.

     Under the terms of the revised merger agreement, which has been unanimously approved by the boards of directors of both companies, Washington Group stockholders can elect to receive all cash, all stock, or a combination of cash and stock (subject to proration) with a consideration value of 0.900 shares of URS common stock plus $43.80 in cash for each Washington Group share. The proration will be determined based on the volume-weighted average price of URS’ common stock during the five trading days ending on the day before the required Washington Group stockholder approval is received. This five trading day period is

currently scheduled to end on November 14, 2007. The election procedures are subject to proration to preserve an aggregate per share mix of 0.900 shares of URS common stock plus $43.80 in cash for all outstanding Washington Group shares and options (after giving effect to the options’ exercise prices). Based on the outstanding shares and options of Washington Group as of September 30, 2007, in the aggregate, Washington Group shares and options will be converted into approximately $1.4 billion in cash and approximately 29 million shares of URS common stock. All terms of the original merger agreement not related to the revised merger consideration remain substantially unchanged.

     Upon completion of the transaction, Washington Group stockholders would own approximately 35% of the combined company, compared with approximately 32% under the terms of the original merger agreement. Stockholders of record of URS common stock and Washington Group common stock at the close of business on September 21, 2007 will be entitled to vote at the special meetings.

     Washington Group also announced that Dennis Washington, Chairman of the Washington Group board of directors, has executed a binding agreement to exercise all of his beneficially owned stock options for 3.224 million shares of Washington Group stock (or approximately 10% of outstanding Washington Group stock) and vote his shares in favor of the revised merger agreement if necessary to achieve the required Washington Group stockholder approval. If it is necessary for Mr. Washington to exercise his options and vote his shares, a new record date and meeting date for the Washington Group special meeting will be set. Mr. Washington has indicated that he intends to make the necessary Hart-Scott-Rodino Act filing today in order to be able to exercise his options, and has also indicated that if the merger is completed he would elect to receive cash for all of his Washington Group shares (subject to proration).

     Martin M. Koffel, Chairman and Chief Executive Officer of URS, said: “The enhancement to the terms of our agreement reflects URS’ commitment to the combination with Washington Group and our conviction that the transaction will create significant benefits for the stockholders, customers and employees of both companies. We believe that the recent strong performance of both companies and continued positive outlook for our businesses warrant the increase in our offer. However, URS is a disciplined buyer and these terms represent our best and final offer for Washington Group.”

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     “We are very pleased to present this increased consideration to our stockholders for their vote at our special meeting next week,” said Washington Group President and Chief Executive Officer Stephen G. Hanks. “The increased financial terms of our agreement with URS provide even greater value to Washington Group stockholders, as well as a higher level of continued ownership in the combined entity and greater flexibility to choose between cash and stock in exchange for their shares. The combination of Washington Group and URS represents a unique opportunity to create a single-source provider that can offer a full life cycle of planning, engineering, construction, environmental management, and operations and maintenance services. Our board of directors unanimously recommends that Washington Group stockholders vote in favor of the merger agreement.”

     URS expects the transaction to be slightly dilutive to GAAP earnings per share (“EPS”) in 2008, accretive to GAAP EPS in 2009 and beyond, and accretive to its cash EPS in 2008 and beyond, not including revenue synergies expected through the combination.

     Consummation of the transaction is subject to the approval of the revised definitive merger agreement by Washington Group stockholders holding a majority of the outstanding shares and the approval of the issuance by URS of shares of common stock in the transaction by URS stockholders holding a majority of the shares voting. URS and Washington Group have rescheduled the companies’ special meetings of stockholders for November 15, 2007 to provide investors with additional time to evaluate the revised offer. Supplemental proxy materials will be distributed to URS and Washington Group stockholders prior to the new meeting date.

     The special meeting of URS stockholders will be held at 9:00 a.m., local time, at the offices of Cooley Godward Kronish LLP, located at 1114 Avenue of the Americas, New York, New York. The special meeting of Washington Group stockholders will be held at 7:00 a.m., local time, at Washington Group’s offices located at 720 Park Boulevard, Boise, Idaho.

URS Outlook for Fiscal 2007

     URS also announced that it has revised its outlook for fiscal 2007 based on revenue growth for the nine months of 2007 and the company’s continued positive outlook for its markets. URS now expects that 2007 revenues will be approximately $4.85 billion compared to its prior estimate of $4.8 billion. Assuming this revenue expectation is met, URS now expects that 2007 net income will be approximately $134 million compared to its prior estimate of $132 million and now expects that earnings per share will be between $2.50 and $2.55. Previously, URS had expected that EPS would be between $2.45 and $2.50.

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     URS noted that the guidance provided above does not include the impact of the proposed acquisition of Washington Group. URS will provide additional details regarding its fiscal 2007guidance on its third quarter earnings call on Thursday, November 8 at 11:00 a.m., eastern time). A live webcast will be available at http://www.urscorp.com/investor.

About URS

     URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 30,400 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).

About Washington Group

     Washington Group International provides the talent, innovation, and proven performance to deliver integrated engineering, construction, and management solutions for businesses and governments worldwide. Headquartered in Boise, Idaho, with approximately $4 billion in annual revenue, the company has approximately 25,000 people at work around the world providing solutions in power, environmental management, defense, oil and gas processing, mining, industrial facilities, transportation and water resources. For more information, visit www.wgint.com.

Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements relating to timing of and satisfaction of conditions to the merger, whether any of the anticipated benefits of the merger will be realized, including future revenues, future net income, future cash flows, future competitive positioning and business synergies, future acquisition cost savings, future expectations that the merger will be accretive to GAAP and cash earnings per share, future market demand, future benefits to stockholders, future debt payments and future economic and industry conditions. Words such as “expect,”

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“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “expect,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. The companies believe that their expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties that could cause actual results to differ materially from the results predicted or implied by the forward-looking statement. The potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of the combined company; uncertainties as to the timing of the merger, approval of the transaction by the stockholders of the companies and the satisfaction of other closing conditions to the transaction, including the receipt of regulatory approvals; competitive responses to the merger; an economic downturn; changes in the each company’s book of business; each company’s compliance with government contract procurement regulations; each company’s ability to procure government contracts; each company’s reliance on government appropriations; the ability of the government to unilaterally terminate either company’s contracts; each company’s ability to make accurate estimates and control costs; each company’s ability to win or renew contracts; each company’s and its partners’ ability to bid on, win, perform and renew contracts and projects; environmental issues and liabilities; liabilities for pending and future litigation; the impact of changes in laws and regulations; a decline in defense spending; industry competition; each company’s ability to attract and retain key individuals; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; each company’s leveraged position and ability to service its debt; risks associated with international operations; business activities in high security risk countries; third party software risks; terrorist and natural disaster risks; each company’s relationships with its labor unions; each company’s ability to protect its intellectual property rights; anti-takeover risks and other factors discussed more fully in URS’ Form 10-Q for its quarter ended June 29, 2007, Washington Group’s Form 10-Q for its quarter ended September 28, 2007, as well as in the Joint Proxy Statement/Prospectus of URS and Washington Group to be filed, and other reports subsequently filed from time to time, with the Securities and Exchange Commission. These forward-looking statements represent only URS’ and Washington Group’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. Neither URS nor Washington Group assumes any obligation to update any forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed transaction, URS and Washington Group filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission on October 1, 2007 and will file supplemental materials with the SEC. Investors and security holders are urged to read the definitive joint proxy/prospectus and the supplemental materials because they contain important information about the proposed transaction. Investors and security holders may obtain free copies of this document and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS Investor Relations at 877-877-8970. Investors and security holders may obtain free copies of the documents filed with the SEC by Washington Group by contacting Washington Group Investor Relations at 866-964-4636. In addition, you may also find information about the merger transaction at www.urs-wng.com.

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URS, Washington Group and their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of URS and Washington Group in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the definitive joint proxy statement/prospectus of URS and Washington Group described above. Additional information regarding the directors and executive officers of URS is also included in URS’ proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2007. Additional information regarding the directors and executive officers of Washington Group is also included in Washington Group’s proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2007, as amended. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at URS and Washington Group as described above.

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Contacts:

URS	Washington Group International
Investors	Investors
H. Thomas Hicks Vice President & Chief Financial Officer 415-774-2700	MacKenzie Partners, Inc, Daniel Burch/Larry Dennedy 212-929-5500
Media Sard Verbinnen & Co Hugh Burns/Jamie Tully 212-687-8080	Media Laurie Spiegelberg Vice President of Corporate Communications 208-386-5255
	Kekst & Co. Adam Weiner 212-521-4800