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WILLBROS GROUP, INC.
 
 Purpose
     Definitions
 Award
 Base Salary
 Disability
 Maximum Annual Incentive %
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Participant
 Payout
 Payout Date
 Performance Metrics
 EPS
 Net Income
 Safety
 Days Sales Outstanding
 Participant Intangibles
  Performance Metric Hurdles
 Performance Metric Weighting
 Program
 Program Year
 Stock
 2




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Target Annual Incentive %
 Threshold Annual Incentive %
 Administration
  
    
    Performance Metrics, Performance Metric Hurdles and Performance Metric Weighting.
    
    Participants.
    
    Each Participants Target Annual Incentive % (and associated Threshold Annual
Incentive % and Maximum Annual Incentive %).
   Participation/Eligibility
   Timing of Award Payments
  Award Determination
  3




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Duration of Program
  Termination of Program
  Additional Program Provisions
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    The Committee shall direct the administration of the Program. The Committee shall
have full power to amend, modify, rescind, construe and interpret the Program. Any
action taken or decision made by the Committee arising out of, or in connection with,
the construction, administration, interpretation or effect of the Program or of any
rules and regulations adopted thereunder shall be conclusive and binding upon all
Participants and all persons claiming under or through a Participant.
    
    The Committee may rely upon any information supplied to it by any officer of any
member of the Group or by the Companys independent registered public accountants and
may rely on the advice of such accountants or of counsel in
 4




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connection with the administration of the Program and shall be fully protected in
relying upon such information or advice.
 
    
    No employee or officer of any member of the Group or member of the Committee shall
have any liability for any decision or action if made or done in good faith and the
Company shall indemnify each director, employee, and officer of each member of the
Group acting in good faith pursuant to the Program against any loss or expense arising
therefrom.
    
    Nothing in the Program shall be construed or interpreted as giving any employee the
right to be employed or retained by any member of the Group or impair the right of any
member of the Group to control its employees or to terminate the services of any
employee at any time. The Program shall not create any rights of future participation
herein.
    
    The laws of the State of Texas shall determine and govern the validity and
construction of the Program in all respects. If any term or condition herein conflicts
with applicable law, the validity of the remaining provisions shall not be affected
thereby.
    
    The Program shall continue in effect until terminated by the Committee in accordance
with its terms.
    
    No person eligible to receive any payment shall have any rights to pledge, assign or
otherwise dispose of all or any portion of such payments, either directly or by
operation of law, including but not by way of limitation, execution, levy, garnishment,
attachment, pledge or bankruptcy. If a Participant is not living at the time an Award
is payable to him in accordance with the Program, any Award which would have been
payable to him shall be paid to the beneficiary, if any, designated in writing by the
Participant, or if none, to his estate. A Participant may at any time revoke or change
his beneficiary by filing written notice of such revocation or change with the Company.
    
    The Company shall have the right to deduct all required foreign, federal tax and any
required state tax withholding from the Awards.
    
    The administrative expense of the Program will be borne by the Company.
    
    Neither the establishment of the Program nor the making of Awards hereunder shall be
deemed to create a trust. The Program shall constitute an unfunded, unsecured liability
of the Company to make payments in accordance with the provisions of the Program, and
no individual shall have any security or other interest in any assets of the Company in
connection with the Program.
 Effective Date
  5