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                                                                    EXHIBIT 10.1

                              WILLBROS GROUP, INC.

                                 SEVERANCE PLAN

                           ---------------------------

             (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 25, 2003)

         WHEREAS, the WILLBROS GROUP, INC. (the "Company") has heretofore
adopted the WILLBROS GROUP, INC. SEVERANCE PLAN, hereinafter referred to as the
"Plan," for the benefit of certain designated participants; and

         WHEREAS, the Company desires to restate the Plan and to amend the Plan
in several respects, intending thereby to provide an uninterrupted and
continuing program of benefits;

         NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of September 25, 2003, except as
otherwise indicated herein:

                             ARTICLE I. DEFINITIONS

         1.1 DEFINITIONS. In addition to the terms defined elsewhere herein, the
following words and phrases, when used herein with initial capital letters,
shall have the following respective meanings:

                  1.1.1 "Act" means the United States Securities and Exchange
         Act of 1934, as amended.

                  1.1.2 "Annual Base Compensation" means the amount a
         Participant is entitled to receive as wages or salary on an annualized
         basis, excluding all bonus, overtime and incentive compensation,
         payable by an Employer as consideration for the Participant's services.

                  1.1.3 "Board" means the Board of Directors of the Company.

                  1.1.4 "Change in Control" means and shall be deemed to have
         occurred if (i) any Person, other than the Company or a Related Party,
         is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
         the Act), directly or indirectly, of securities of the Company
         representing thirty percent (30%) or more of the total voting power of
         all the then outstanding Voting Securities, (ii) any Person, other than
         the Company or a Related Party, purchases or otherwise acquires under a
         tender offer, securities representing thirty percent (30%) or more of
         the total voting power of all the then outstanding Voting Securities,
         (iii) the individuals (a) who as of the Effective Date (with respect to
         the Company) constitute the Board or (b) who thereafter are elected to
         the Board and whose election, or nomination for election, to the Board
         was approved by a vote of at least two-thirds (2/3) of the directors
         then still in office who either were directors as of the Effective Date
         (with respect to the Company) or whose election or nomination for
         election was previously so approved, cease for any reason to constitute
         a majority of the members of the Board, (iv) the stockholders of the
         Company approve a



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         merger, consolidation, recapitalization or reorganization of the
         Company or an acquisition by the Company, or any such transaction is
         consummated if stockholder approval is not obtained (other than any
         such merger, consolidation, recapitalization, reorganization,
         acquisition or transaction which would result in the Voting Securities
         outstanding immediately prior thereto continuing to represent, either
         by remaining outstanding or by being converted into voting securities
         of the surviving entity (or if the surviving entity is a subsidiary of
         another entity, then of the parent entity of such surviving entity), at
         least sixty percent (60%) of the total voting power represented by the
         voting securities of the surviving entity (or parent entity)
         outstanding immediately after such transaction and in or as a result of
         which the voting rights of each Voting Security relative to the voting
         rights of all other Voting Securities are not materially altered), (v)
         the stockholders approve a plan of complete liquidation of the Company
         or an agreement for the sale or disposition by the Company of all or
         substantially all of the Company's assets, other than any such
         transaction which would result in a Related Party owning or acquiring
         more than fifty percent (50%) of the assets owned by the Company
         immediately prior to the transaction, or (vi) the Board or the
         appropriate committee thereof adopts a resolution to the effect that a
         Change in Control has occurred.

                  1.1.5 "Code" means the United States Internal Revenue Code of
         1986, as amended.

                  1.1.6 "Company" means Willbros Group, Inc. and any successor
         thereto.

                  1.1.7 "Disability" means a physical or mental incapacity of a
         Participant which substantially prevents the Participant, after
         reasonable accommodation, from performing the essential functions of
         his duties as they existed immediately prior to a Change in Control on
         a full-time basis for a period of six (6) calendar months out of any
         twelve (12) consecutive calendar month period and which could
         reasonably be expected to continue for a period of at least eighteen
         (18) months following such twelve (12) month period.

                  1.1.8 "Effective Date" means September 25, 2003 as to this
         restatement of the Plan with respect to the Company and each Subsidiary
         that has adopted the Plan prior to such date. If a Subsidiary adopts
         the Plan after such date, then the Effective Date for such Subsidiary
         and its Employees who are Participants shall be the date specified in
         the document by which the Subsidiary adopts the Plan.

                  1.1.9 "Employee" means an officer and employee of an Employer.

                  1.1.10 "Employer" means the Company or a Subsidiary which has
         adopted the Plan pursuant to Article IV hereof.

                  1.1.11 "ERISA" means the United States Employee Retirement
         Income Security Act of 1974, as amended.

                  1.1.12 "Good Reason" means the occurrence, in anticipation of,
         or within eighteen (18) months following, a Change in Control, of any
         of the following events, unless the Participant has consented thereto:



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                           (i) any reduction in the rate of the Participant's
                  Annual Base Compensation;

                           (ii) a change in the location of a Participant's
                   principal place of employment by the Employer by fifty (50)
                   miles or more from the location where he was principally
                   employed immediately prior to the date on which a Change in
                   Control occurs;

                           (iii) a significant reduction in the nature or scope
                   of a Participant's authorities, duties or title from those
                   applicable to such Participant immediately prior to the date
                   on which a Change in Control occurs, determined by taking
                   into consideration, among other factors, the Company's status
                   prior to a Change in Control as an independent corporation
                   whose equity securities are publicly traded if the
                   Participant's authorities or duties encompass or are affected
                   by such matters (without limiting the scope of the foregoing,
                   but by way of example, if a Participant's authorities or
                   duties prior to a Change in Control involve handling issues
                   associated with a corporation whose equity securities are
                   publicly traded and the Participant ceases to have such
                   authorities or duties after a Change in Control, then a
                   significant reduction in the nature or scope of the
                   Participant's authorities or duties shall be deemed to have
                   occurred);

                           (iv) a reduction in a Participant's target
                   opportunity under any applicable Incentive Plan from that
                   provided to such Participant immediately prior to the date on
                   which a Change in Control occurs;

                           (v) a diminution in benefits (including but not
                   limited to medical, dental, life insurance, and long-term
                   disability plans) and perquisites applicable to such
                   Participant from the greater of (a) the benefits and
                   perquisites provided by the Employer (including its
                   subsidiaries) to officers with comparable duties or (b) the
                   benefits and perquisites to which such Participant was
                   entitled immediately prior to the date on which a Change in
                   Control occurs; or

                           (vi) a diminution in a Participant's eligibility to
                   participate in Incentive Plans which provide opportunities to
                   receive compensation which are the greater of (a) the
                   opportunities provided by the Employer (including its
                   subsidiaries) for officers with comparable duties or (b) the
                   opportunities under any such plans under which such
                   Participant was participating immediately prior to the date
                   on which a Change in Control occurs.

          For purposes of this Subsection 1.1.12, whether an event constitutes
          "Good Reason" if such event occurs "in anticipation of a Change in
          Control" shall be determined by considering the Participant's Annual
          Base Compensation, location of employment, nature or scope of
          authorities, duties or title, eligibility to participate in, or target
          opportunity under, any applicable Incentive Plan, and benefits and
          perquisites immediately prior to the date of any such reduction,
          change or diminution thereof, rather than immediately prior to the
          date of the Change in Control. Further, for purposes of this
          Subsection 1.1.12, an event "in anticipation of a Change in Control"
          shall be deemed to include, but



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         shall not be limited to, an event that occurs (I) within the three
         (3)-month period ending on the date of the Change in Control, (II)
         during a Potential Change in Control Period, or (III) at the request of
         a third party who has taken steps reasonably calculated to effect a
         Change in Control.

                  1.1.13 "Incentive Plan" means any of the Company's stock
         option plans, management incentive plans, sales incentive plans and
         other incentive or bonus plans or arrangements in existence on the
         Effective Date or any additional or successor plans in effect on or
         before the relevant date of termination and providing substantially
         equivalent or better incentive opportunities for Employees.

                  1.1.14 "Participant" means an Employee selected for
         participation in the Plan pursuant to Section 2.1 hereof.

                  1.1.15 "Person" shall have the meaning assigned in the Act.

                  1.1.16 "Plan" means the Willbros Group, Inc. Severance Plan,
         as amended from time to time.

                  1.1.17 "Potential Change in Control Period" means the period
         beginning on the date a "Potential Change in Control" arises and
         continuing for the period specified below. A Potential Change in
         Control shall be deemed to arise on the date (i) the Company enters
         into an agreement, the consummation of which would result in the
         occurrence of a Change in Control, (ii) any Person (including the
         Company) publicly announces an intention to take actions which if
         consummated would constitute a Change in Control, (iii) any Person,
         other than the Company or a Related Party, files with the Federal Trade
         Commission a notification and report form pursuant to the United States
         Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to
         any Voting Securities or a major portion of the assets of the Company,
         or (iv) the Board or the appropriate committee thereof adopts a
         resolution to the effect that, for purposes of this Plan, a Potential
         Change in Control has arisen. A Potential Change in Control shall be
         deemed to continue (a) with respect to an agreement within the purview
         of clause (i) of the preceding sentence, until the agreement is
         canceled or terminated, (b) with respect to an announcement within the
         purview of clause (ii) of the preceding sentence, until the Person
         making the announcement publicly abandons the stated intention or falls
         to act on such intention for a period of twelve (12) calendar months,
         (c) with respect to the filing of a notification and report form within
         the purview of clause (iii) of the preceding sentence with respect to
         Voting Securities, until the Person involved publicly announces that
         its ownership or acquisition of such Voting Securities is for
         investment purposes only and not for the purpose of seeking a Change in
         Control, or (d) with respect to any Potential Change in Control, until
         a Change in Control has occurred or the Board or the appropriate
         committee thereof, on reasonable belief after due investigation, adopts
         a resolution that the Potential Change in Control has ceased to exist.

                  1.1.18 "Related Party" means (i) a Subsidiary, (ii) an
         employee or group of employees of the Company or any Subsidiary, (iii)
         a trustee or other fiduciary holding securities under an employee
         benefit plan of the Company or any Subsidiary, or (iv) a



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         corporation owned directly or indirectly by the stockholders of the
         Company in substantially the same proportion as their ownership of
         stock of the Company.

                  1.1.19 "Severance Benefit" means the amounts payable and
         benefits provided in accordance with Section 3.3 hereof.

                  1.1.20 "Severance Compensation" means, with respect to each
         Participant, the sum of the following:

                           (i) the greater of such Participant's Annual Base
                  Compensation at the rate in effect (a) immediately prior to
                  the date of the Change in Control, (b) immediately prior to
                  the occurrence of an event constituting Good Reason, or (c) on
                  the date of such Participant's termination of employment; and

                           (ii) the Participant's greatest annual cash bonus
                  received during the thirty-six (36) month period ending on the
                  date of the Change in Control (or, if such Participant's
                  termination of employment occurs prior to the date of the
                  Change in Control, then ending on the date of such
                  termination).

                  1.1.21 "Severance Administration Committee" means the
         committee appointed by the Board to administer the Plan.

                  1.1.22 "Subsidiary" means any corporation, partnership,
         limited liability company or joint venture in which the Company,
         directly or indirectly, holds a majority of the voting power of such
         corporation's outstanding shares of capital stock or a majority of the
         capital or profits interests of such partnership, limited liability
         company or joint venture.

                  1.1.23 "Voting Securities" means any securities of the Company
         which carry the right to vote generally in the election of directors.

                             ARTICLE II. ELIGIBILITY

         2.1 PARTICIPATION. An Employee shall be entitled to be a Participant if
he is selected for participation by the Board and signs a letter any time prior
to the time a Change in Control occurs agreeing to the terms of the Plan,
including, but not limited to, the Plan provisions precluding the Participant
from competing with the Employers and their respective Subsidiaries for
specified periods following termination of employment.

         2.2 DURATION OF PARTICIPATION. A Participant shall cease to be a
Participant when he ceases to be an Employee, unless such Participant is then
entitled to a Severance Benefit. A Participant entitled to a Severance Benefit
shall remain a Participant until the full amount of the Severance Benefit has
been provided to such Participant.



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                 ARTICLE III. SEVERANCE BENEFIT, NONCOMPETITION
                              AND GROSS-UP PAYMENT

         3.1 RIGHT TO SEVERANCE BENEFIT. Subject to the obligations of each
Participant under Section 3.4 hereof, a Participant shall be entitled to receive
a Severance Benefit from his Employer (or the Company in accordance with Article
IV hereof) if the Participant's employment by the Employer shall terminate for
any reason specified in Subsection 3.2.1 hereof.

         3.2 TERMINATION OF EMPLOYMENT.

                  3.2.1 TERMINATIONS WHICH GIVE RISE TO A SEVERANCE BENEFIT
         UNDER THIS PLAN.

                           3.2.1.1 Except as set forth in Subsection 3.2.2
                  hereof, any involuntary termination of employment of a
                  Participant by action of the Employer prior to a Change in
                  Control (excluding any transfer to another Employer) other
                  than a termination described in Subsection 3.2.1.2 hereof
                  shall entitle the Participant to a Severance Benefit under
                  Subsection 3.3.1 hereof.

                           3.2.1.2 Except as set forth in Subsection 3.2.2
                  hereof, any termination of employment of a Participant with an
                  Employer by action of the Employer in anticipation of, or
                  within three (3) years following, a Change in Control
                  (excluding any transfer to another Employer) shall entitle the
                  Participant to a Severance Benefit under Subsection 3.3.2
                  hereof.

                           3.2.1.3 Any termination of employment of a
                  Participant with an Employer pursuant to a resignation by the
                  Participant for Good Reason in anticipation of, or within
                  eighteen (18) months following, a Change in Control shall
                  entitle the Participant to a Severance Benefit under
                  Subsection 3.3.2 hereof.

         For purposes of this Section 3.2.1, a termination of employment of a
         Participant "in anticipation of a Change in Control" shall be deemed to
         include, but shall not be limited to, a termination that occurs (i)
         within the three (3)-month period ending on the date of the Change in
         Control, (ii) during a Potential Change in Control Period, or (iii) at
         the request of a third party who has taken steps reasonably calculated
         to effect a Change in Control.

                  3.2.2 TERMINATIONS WHICH DO NOT GIVE RISE TO A SEVERANCE
         BENEFIT UNDER THIS PLAN. If a Participant's employment with an Employer
         is terminated for cause (as defined below), by reason of the
         Participant's voluntary resignation (other than a resignation described
         in Subsection 3.2.1.3 hereof), or due to the sale of a business (as
         defined below), the Participant shall not be entitled to a Severance
         Benefit, regardless of the occurrence of a Change in Control.

                           3.2.2.1 A "termination for cause" shall have occurred
                  when a Participant is terminated for (i) willful failure by
                  the Participant to substantially perform his duties, other
                  than any such failure resulting from a Disability, which
                  results in a significantly adverse effect upon the Company or
                  a Subsidiary,



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                  (ii) gross negligence or willful misconduct of the Participant
                  which results in a significantly adverse effect upon the
                  Company or a Subsidiary, or (iii) willful violation or
                  disregard by the Participant of any published policy of the
                  Company or his Employer which results in a significantly
                  adverse effect upon the Company or a Subsidiary.

                           3.2.2.2 A "termination due to the sale of a business"
                  shall have occurred when the Company or Participant's Employer
                  has sold or otherwise disposed of a Subsidiary, branch or
                  other business unit (or all or substantially all of the assets
                  thereof), in which the Participant was employed before such
                  sale or disposition, to any Person, other than the Company or
                  a Related Party (except an employee or group of employees of
                  the Company or a Subsidiary), and the Participant has been
                  offered employment with the acquiror of such Subsidiary,
                  branch or unit on substantially the same terms and conditions
                  under which he worked for his Employer. Such terms and
                  conditions shall include an agreement or plan binding on such
                  acquiror, providing that, upon any termination of employment
                  with the acquiror of the sort described in Subsection 3.2.1
                  hereof within one (1) year after such sale or disposition, the
                  acquiror shall provide to the former Participant the Severance
                  Benefit that such former Participant would have received under
                  the Plan had he been a Participant at the time of such
                  termination (excluding any benefit described in Subsection
                  3.3.2(iii) hereof). For purposes of this Subsection 3.2.2.2,
                  the acquiror's agreement or plan must treat compensation paid
                  to the former Participant by the Company, its Subsidiaries and
                  the acquiror as compensation paid by the acquiror for purposes
                  of calculating any Severance Benefit.

         3.3 SEVERANCE BENEFIT.

                  3.3.1 If a Participant's employment is terminated under
         circumstances described in Subsection 3.2.1.1 hereof, the Participant's
         Employer shall pay such Participant without the necessity of a claim
         being made under Section 7.8 hereof, within sixty (60) business days
         after the date such termination takes effect, an amount equal to one
         hundred percent (100%) of the Participant's Annual Base Compensation at
         the rate in effect on the date immediately preceding such termination.

                  3.3.2 If a Participant's employment is terminated under
         circumstances described in Subsection 3.2.1.2 or Subsection 3.2.1.3
         hereof, the Participant shall be entitled to receive, without the
         necessity of a claim being made under Section 7.8 hereof, the following
         severance benefits:

                           (i) a lump sum cash payment in an amount equal to
                  three hundred percent (300%) of the Participant's Severance
                  Compensation, which shall be paid by the Participant's
                  Employer within ten (10) business days after the date such
                  Participant's termination of employment takes effect;

                           (ii) a lump sum cash payment (which shall be paid by
                  the Participant's Employer at the same time the payment
                  described in Subsection 3.3.2(i) hereof is



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                  paid) in an amount equal to (a) the aggregate annual target
                  opportunity under all applicable Incentive Plans that could
                  have been earned by such Participant for the fiscal year of
                  the Employer during which such Participant's termination of
                  employment occurs (determined as if all applicable goals and
                  targets had been satisfied in full), multiplied by (b) a
                  fraction, the numerator of which is the number of days during
                  the period beginning on the first day of such fiscal year and
                  ending on the date such Participant's termination of
                  employment takes effect, and the denominator of which is 365;

                           (iii) all of the outstanding stock options,
                  restricted stock awards and other equity based awards granted
                  by the Company and the Subsidiaries to such Participant shall
                  become fully vested and immediately exercisable in full on the
                  date of such Participant's termination of employment; and

                             (iv) such Participant and those of his dependents
                  (including his spouse) who were covered under the medical,
                  dental and life insurance benefit plans maintained by the
                  Employer on the day prior to such Participant's termination of
                  employment shall continue to be covered under such plans
                  during the period beginning on the date of such Participant's
                  termination of employment and ending twenty-four (24) months
                  after such date at a cost to such Participant that is no
                  greater than the lesser of (a) the cost of such coverage paid
                  by such Participant immediately prior to such Participant's
                  termination of employment or (b) the cost of such coverage
                  paid by such Participant immediately prior to the Change in
                  Control; provided, however, that (I) the benefits and terms of
                  each such coverage shall be no less favorable in the aggregate
                  than that provided to such Participant immediately prior to
                  the Change in Control and (II) coverage under a particular
                  medical, dental or life insurance benefit plan shall
                  immediately end upon such Participant's obtainment of new
                  employment and coverage under a similar welfare benefit plan
                  maintained by such Participant's new employer (with such
                  Participant being obligated hereunder to promptly report such
                  new coverage to the Company); provided, further, that if such
                  continued coverage will have adverse tax consequences to such
                  Participant as compared to the tax consequences associated
                  with similar coverage provided to an active executive
                  employee, then the Employer shall provide identical coverage
                  through individual policies that do not have such adverse tax
                  consequences or otherwise pay to such Participant a cash
                  gross-up payment to make such Participant whole (on an
                  after-tax basis) for such adverse tax consequences. Nothing
                  herein shall be deemed to adversely affect in any way the
                  additional rights, after consideration of this extension
                  period, of such Participant and his eligible dependents to
                  health care continuation coverage as required pursuant to Part
                  6 of Title I of ERISA.



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                  3.3.3 The Severance Benefit shall be payable in addition to,
         and not in lieu of, all other accrued or vested or earned but deferred
         compensation, rights, options and other benefits which may be owed to a
         Participant following termination (which are not contingent on any
         Change in Control preceding such termination), including but not
         limited to accrued vacation or sick pay, amounts or benefits payable
         under any bonus or other compensation plans, any life insurance plan,
         health plan, disability plan, or any similar or successor plans.

                  3.3.4 The Participant shall not be required to mitigate
         damages or the amount of his Severance Benefit by seeking other
         employment or otherwise, nor shall the amount of his Severance Benefit
         be reduced by any compensation earned by the Participant as a result of
         employment after his termination of employment with an Employer.

                  3.3.5 This Plan is intended to be a welfare plan under Section
         3(1) of ERISA, and if this Plan were found to be a pension plan under
         Section 3(2) of ERISA, the Plan is intended to qualify as a plan
         maintained for the purpose of providing deferred compensation for a
         select group of management or highly compensated employees, within the
         meaning of Sections 201(2), 301(3) and 401(a)(1) of ERISA.

         3.4 NON-COMPETITION.

                  3.4.1 The Employers (or their respective Subsidiaries) have
         disclosed to each Participant, or placed each Participant in a position
         to have access to or develop, trade secrets or confidential information
         of the Employers (or their respective Subsidiaries), entrusted each
         Participant with business opportunities of the Employers (or their
         respective Subsidiaries) and/or placed each Participant in a position
         to develop business good will on behalf of the Employers (or their
         respective Subsidiaries) during their employment with the Employers (or
         their respective Subsidiaries). In consideration for any Severance
         Benefit, to protect the trade secrets and confidential information of
         the Employers (or their respective Subsidiaries) that have been and
         will in the future be disclosed or entrusted to each Participant, the
         business good will of the Employers (or their respective Subsidiaries)
         that has been and will in the future be developed in each Participant,
         or the business opportunities that have been and will in the future be
         disclosed or entrusted to each Participant by the Employers (or their
         respective Subsidiaries), each Participant agrees to the noncompetition
         obligations set forth in this Section 3.4.

                  3.4.2 In consideration for any Severance Benefit under
         Subsection 3.3.1 hereof, each Participant agrees that, for a period of
         twelve (12) months after his termination of employment, he will not
         compete, directly or indirectly, with the businesses being conducted by
         the Employers (and their respective Subsidiaries) on the date of his
         termination of employment in the countries where the Employers (and
         their respective Subsidiaries) are then conducting business.

                  3.4.3 In consideration for any Severance Benefit under
         Subsection 3.3.2 hereof, each Participant agrees that, for a period of
         twenty-four (24) months after his termination of employment, he will
         not compete, directly or indirectly, with the businesses being



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         conducted by the Employers (and their respective Subsidiaries) on the
         date of his termination of employment in the countries where the
         Employers (and their respective Subsidiaries) are then conducting
         business.

         3.5 GROSS-UP PAYMENT. Notwithstanding anything to the contrary in this
Plan, if a Participant is a "disqualified individual" (as defined in Section
280G(c) of the Code) and if the Severance Benefit provided for in Section 3.3
hereof, together with any other payments or benefits which the Participant has
the right to receive from the Company and the Subsidiaries (the "Payments"),
would be subject to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties with respect to such excise tax (such excise tax, together
with any such interest or penalties, are hereinafter collectively referred to as
the "Excise Tax"), the Employer shall pay to such Participant an additional
payment (a "Gross-up Payment") in an amount such that after payment by such
Participant of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax imposed on any Gross-up
Payment, the Participant retains an amount of the Gross-up Payment equal to the
Excise Tax imposed upon the Payments. The Severance Administration Committee
shall make an initial determination as to whether a Gross-up Payment is required
and the amount of any such Gross-up Payment. The Participant shall notify the
Company immediately in writing of any claim by the Internal Revenue Service
which, if successful, would require the Employer to make a Gross-up Payment (or
a Gross-up Payment in excess of that, if any, initially determined by the
Severance Administration Committee) within five days of the receipt of such
claim. The Company shall notify the Participant in writing at least five days
prior to the due date of any response required with respect to such claim if it
plans to contest the claim. If the Company decides to contest such claim, then
the Participant shall cooperate fully with the Company in such action; provided,
however, the Company shall bear and pay directly or indirectly all costs and
expenses (including additional interest and penalties) incurred in connection
with such action and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of the Company's action. If,
as a result of the Company's action with respect to a claim, the Participant
receives a refund of any amount paid by the Employer with respect to such claim,
then the Participant shall promptly pay such refund to the Employer. If the
Company fails to timely notify the Participant whether it will contest such
claim or the Company determines not to contest such claim, then the Employer
shall immediately pay to the Participant the portion of such claim, if any,
which it has not previously paid to the Participant.

                       ARTICLE IV. PARTICIPATING EMPLOYERS

         This Plan may be adopted by any Subsidiary. Upon such adoption, the
Subsidiary shall become an Employer and the provisions of the Plan shall be
fully applicable to the Employees of that Subsidiary who are designated
Participants by the Board. This Plan establishes and vests in each Participant a
contractual right to the relevant benefits hereunder, enforceable by the
Participant against his Employer. The Company agrees unconditionally to
guarantee the performance by, and obligation of, each Employer under the Plan.



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                        ARTICLE V. SUCCESSOR TO EMPLOYER

         This Plan shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) which becomes such after a Change
in Control has occurred to all or substantially all of the business and/or
assets of any Employer in the same manner and to the same extent that the
Employer would be obligated under this Plan if no succession had taken place. In
the case of any transaction in which a successor (which becomes such after a
Change in Control has occurred) would not by the foregoing provision or by
operation of law be bound by this Plan, the Employer shall require such
successor expressly and unconditionally to assume and agree to perform the
Employer's obligations under this Plan, in the same manner and to the same
extent that the Employer would be required to perform if no such succession had
taken place. The terms "Company" and "Employer," as used in this Plan, shall
mean the Company or an Employer, respectively, as hereinbefore defined and any
successor or assignee to the business or assets which by reason hereof becomes
bound by this Plan.

                       ARTICLE VI. DURATION AND AMENDMENT

         6.1 DURATION. The initial term of the Plan shall be the period
beginning on the Effective Date and ending on (and including) December 31, 2006.
Beginning on the last day of such initial term, and on each successive
anniversary of such date, the term of the Plan shall be extended automatically
for an additional successive one (1)-year term; provided, however, that if, at
least six (6) months prior to the last day of any such term, the Company shall
give to the Participants written notice that no such automatic extension shall
occur, then this Plan shall terminate on the last day of such term. This Plan
shall remain in effect until so terminated by the Company. Failure of the
Company to provide the required notice to Participants shall be considered as an
extension of this Plan for an additional one (1)-year term. Notwithstanding
anything to the contrary contained in this "sunset provision," if a Change in
Control occurs while this Plan is in effect, then this Plan shall not be subject
to termination under this "sunset provision," and this Plan shall remain in
force for a period of three (3) years after such Change in Control, and if
within said three-year period the contingency factors occur which would entitle
a Participant to the benefits as provided herein, then this Plan shall remain in
effect in accordance with its terms. If, within such three (3) years after a
Change in Control, the contingency factors that would entitle a Participant to
said benefits do not occur, thereupon this "sunset provision" shall again be
applicable for an additional one (1)-year term to commence at the expiration of
said three (3) years after such Change in Control, and the Company shall be
entitled to provide written notice to the Participants as hereinbefore provided
of the non-extension of the term during such additional one (1)-year term.

         6.2 AMENDMENT. The Plan may not be amended except for: (i) an amendment
that increases the benefits payable under the Plan or otherwise constitutes a
bona fide improvement of a Participant's rights under the Plan, or (ii) an
amendment which decreases the benefits of a Participant that is consented to in
writing by such Participant.

         6.3 EFFECT OF RESTATEMENT. Notwithstanding any provision herein to the
contrary, this amendment and restatement of the Plan shall apply to an
individual who was a Participant in the Plan immediately prior to the effective
date of this amendment and restatement only if such individual consents in
writing to such application. If such an individual fails to give such written



                                      -11-
<PAGE>

consent, then the Plan as in effect immediately prior to this amendment and
restatement shall continue to apply to such individual, including, without
limitation, the provision of such Plan providing for its expiration on December
31, 2003.

                          ARTICLE VII. ADMINISTRATION

         7.1 FIDUCIARIES. Under certain circumstances, the Board or the
Severance Administration Committee may be determined by a court of law to be a
fiduciary with respect to a particular action under the Plan. As authorized by
ERISA, to prevent any two parties to the Plan from being deemed co-fiduciaries
with respect to a particular function, the Plan is intended, and should be
construed, to allocate to each party to the Plan only those specific powers,
duties, responsibilities, and obligations as are specifically granted to it
under the Plan.

         7.2 ALLOCATION OF RESPONSIBILITIES.

                  7.2.1 BOARD OF DIRECTORS. The Board shall have exclusive
         authority and responsibility for:

                  (i)      The amendment or termination of this Plan in
                           accordance with Sections 6.1 and 6.2 hereof; and

                  (ii)     The delegation to the Severance Administration
                           Committee of any authority and responsibility
                           reserved herein to the Board.

                  7.2.2 SEVERANCE ADMINISTRATION COMMITTEE. The Severance
         Administration Committee shall serve as plan administrator and shall
         have exclusive authority and responsibility for those functions set
         forth in Section 7.3 hereof, in other provisions of this Plan, and in
         provisions of a trust used to pay benefits under this Plan.

         7.3 PROVISIONS CONCERNING THE SEVERANCE ADMINISTRATION COMMITTEE.

                  7.3.1 MEMBERSHIP AND VOTING. The Severance Administration
         Committee shall serve as plan administrator. The Severance
         Administration Committee shall consist of not less than three (3)
         members. The Severance Administration Committee shall act by a majority
         of its members at the time in office, and such action may be taken by a
         vote at a meeting, in writing without a meeting, or by telephonic
         communications. Attendance at a meeting, in person or by telephone,
         shall constitute waiver of notice thereof. A member of the Severance
         Administration Committee who is a Participant of the Plan shall not
         vote on any question relating specifically to such Participant. Any
         such action shall be voted or decided by a majority of the remaining
         members of the Severance Administration Committee. The Severance
         Administration Committee shall designate one of its members as the
         Chairman and shall appoint a Secretary who may, but need not, be a
         member thereof. The Severance Administration Committee may appoint from
         its members such subcommittees with such powers as the Severance
         Administration Committee shall determine.

                  7.3.2 DUTIES OF THE SEVERANCE ADMINISTRATION COMMITTEE. The
         Severance Administration Committee shall administer the Plan in
         accordance with its terms and



                                      -12-
<PAGE>

         shall have all the powers necessary to carry out such terms. The
         Severance Administration Committee shall execute any certificate,
         instrument or other written direction on behalf of the Plan and may
         make any payment on behalf of the Plan. All interpretations of the
         Plan, and questions concerning its administration and application,
         shall be determined by the Severance Administration Committee (or its
         delegate). The Severance Administration Committee may appoint such
         accountants, counsel, specialists, and other persons as it deems
         necessary or desirable in connection with the administration of the
         Plan. Such accountants and counsel may, but need not, be accountants
         and counsel for the Company or a Related Party.

         7.4 DELEGATION OF RESPONSIBILITIES; BONDING.

                  7.4.1 DELEGATION AND ALLOCATION. The Board and the Severance
         Administration Committee, respectively, shall have the authority to
         delegate or allocate, from time to time, by a written instrument, all
         or any part of their responsibilities under the Plan to such person or
         persons as each may deem advisable and in the same manner to revoke any
         such delegation or allocation of responsibility. Any action of a person
         in the exercise of such delegated or allocated responsibility shall
         have the same force and effect for all purposes hereunder as if such
         action had been taken by the Board or the Severance Administration
         Committee, as the case may be. Neither the Company, any Employer, the
         Board, the Severance Administration Committee nor any member thereof
         shall be liable for any acts or omissions of any such person, who shall
         periodically report to the Board or the Severance Administration
         committee, as applicable, concerning the discharge of the delegated or
         allocated responsibilities.

                  7.4.2 BONDING. The members of the Severance Administration
         Committee shall serve without bond (except as expressly required by
         federal law) and without compensation for their services as such.

         7.5 NO JOINT FIDUCIARY RESPONSIBILITIES. This Plan is intended to
allocate to each named fiduciary the individual responsibility for the prudent
execution of the functions assigned to it, and none of such responsibilities and
no other responsibility shall be shared by two or more of such named fiduciaries
unless such sharing is provided for by a specific provision of the Plan.
Whenever one named fiduciary is required herein to follow the directions of
another named fiduciary, the two named fiduciaries shall not be deemed to have
been assigned a shared responsibility, but the responsibility of a named
fiduciary receiving such directions shall be to follow them insofar as such
instructions are on their face proper under applicable law.

         7.6 INFORMATION TO BE SUPPLIED BY EMPLOYER. Each Employer shall provide
to the Severance Administration Committee or its delegate such information as it
shall from time to time need in the discharge of its duties.

         7.7 FIDUCIARY CAPACITY. Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.



                                      -13-
<PAGE>

         7.8 CLAIMS PROCEDURES.

                  7.8.1 DEFINITIONS. For purposes of this Section 7.8, the
         following terms, when capitalized, will be defined as follows:

                             (i) Adverse Benefit Determination: Any denial,
                  reduction or termination of or failure to provide or make
                  payment (in whole or in part) for a Plan benefit, including
                  any denial, reduction, termination or failure to provide or
                  make payment that is based on a determination of a Claimant's
                  eligibility to participate in the Plan. Further, any
                  invalidation of a claim for failure to comply with the claim
                  submission procedure will be treated as an Adverse Benefit
                  Determination.

                           (ii) Benefits Administrator: The person or office, if
                  any, to whom the Severance Administration Committee has
                  delegated day-to-day Plan administration responsibilities and
                  who, pursuant to such delegation, processes Plan benefit
                  claims in the ordinary course.

                             (ii) Claimant: A Participant or beneficiary or an
                   authorized representative of such Participant or beneficiary
                   who has filed or desires to file a claim for a Plan benefit.

                  7.8.2 FILING OF BENEFIT CLAIM. A Claimant must file with the
         Severance Administration Committee (or the Benefits Administrator) a
         written claim for benefits under the Plan on the form provided by, or
         in any other manner approved by, the Severance Administration
         Committee. (For purposes of applying the time periods for benefit
         determination pursuant to Subsection 7.8.4 below, filing a claim with
         the Benefits Administrator will be treated as filing a claim with the
         Severance Administration Committee.) In connection with the submission
         of a claim, the Claimant may examine the Plan and any other relevant
         documents relating to the claim, and may submit written comments
         relating to such claim to the Severance Administration Committee
         coincident with the filing of the benefit claim form. Failure of a
         Claimant to comply with the claim submission procedure will invalidate
         such claim unless the Severance Administration Committee in its
         discretion determines that it was not reasonably possible to provide
         such proof or comply with such procedure.

                  7.8.3 PROCESSING OF BENEFIT CLAIM. Upon receipt of fully
         completed benefit claim forms from a Claimant, the Severance
         Administration Committee (or the Benefits Administrator) shall process
         such benefit claim considering (i) all materials submitted by the
         Claimant in connection with the claim, (ii) all Plan provisions
         pertaining to the benefit claim, and (iii) where appropriate, all
         information as to whether such Plan provisions have in the past been
         consistently applied with respect to other similarly situated
         Claimants. The Severance Administration Committee (or the Benefits
         Administrator) shall process the claim within the time frame provided
         in Subsection 7.8.4 below.



                                      -14-
<PAGE>

                  7.8.4 NOTIFICATION OF ADVERSE BENEFIT DETERMINATION. In any
         case of an Adverse Benefit Determination of a claim for a Plan benefit,
         the Severance Administration Committee shall furnish written notice to
         the affected Claimant within a reasonable period of time but not later
         than ninety (90) days after receipt of such claim for Plan benefits (or
         within one hundred and eighty (180) days if special circumstances
         necessitate an extension of the ninety-day period and the Claimant is
         informed of such extension in writing within the ninety-day period and
         is provided with an extension notice consisting of an explanation of
         the special circumstances requiring the extension of time and the date
         by which the benefit determination will be rendered). Any notice that
         denies a benefit claim of a Claimant in whole or in part shall, in a
         manner calculated to be understood by the Claimant:

                  (i) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (ii) Provide specific reference to pertinent Plan provisions
         on which the Adverse Benefit Determination is based;

                  (iii) Describe any additional material or information
         necessary for the Claimant to perfect the claim and explain why such
         material or information is necessary; and

                  (iv) Describe the Plan's review procedures and the time limits
         applicable to such procedures, including a statement of the Claimant's
         right to bring a civil action under section 502(a) of ERISA following
         an Adverse Benefit Determination on review.

                  7.8.5 REVIEW OF ADVERSE BENEFIT DETERMINATION. A Claimant has
         the right to have an Adverse Benefit Determination reviewed in
         accordance with the following claims review procedure:

                  (i) The Claimant must submit a written request for such review
         to the Severance Administration Committee not later than sixty (60)
         days following receipt by the Claimant of the Adverse Benefit
         Determination notification;

                  (ii) The Claimant shall have the opportunity to submit written
         comments, documents, records, and other information relating to the
         claim for benefits to the Severance Administration Committee;

                  (iii) The Claimant shall have the right to have all comments,
         documents, records, and other information relating to the claim for
         benefits that have been submitted by the Claimant considered on review
         without regard to whether such comments, documents, records or
         information was considered in the initial benefit determination; and

                  (iv) The Claimant shall have reasonable access to, and copies
         of, all documents, records, and other information relevant to the claim
         for benefits free of charge upon request, including (a) documents,
         records or other information relied upon for the benefit determination,
         (b) documents, records or other information submitted, considered or
         generated without regard to whether such documents, records or other



                                      -15-
<PAGE>

         information were relied upon in making the benefit determination, and
         (c) documents, records or other information that demonstrates
         compliance with the standard claims procedure.

         The decision on review by the Severance Administration Committee will
         be binding and conclusive upon all persons, and the Claimant shall
         neither be required nor be permitted to pursue further appeals to the
         Severance Administration Committee.

                  7.8.6 NOTIFICATION OF BENEFIT DETERMINATION ON REVIEW. Notice
         of the Severance Administration Committee's final benefit determination
         regarding an Adverse Benefit Determination will be furnished in writing
         or electronically to the Claimant after a full and fair review. Notice
         of an Adverse Benefit Determination upon review will:

                  (i) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (ii) Provide specific reference to pertinent Plan provisions
         on which the Adverse Benefit Determination is based;

                  (iii) State that the Claimant is entitled to receive, upon
         request and free of charge, reasonable access to, and copies of, all
         documents, records, and other information relevant to the Claimant's
         claim for benefits including (a) documents, records or other
         information relied upon for the benefit determination, (b) documents,
         records or other information submitted, considered or generated without
         regard to whether such documents, records or other information were
         relied upon in making the benefit determination, and (c) documents,
         records or other information that demonstrates compliance with the
         standard claims procedure; and

                  (iv) Describe the Claimant's right to bring an action under
         section 502(a) of ERISA.

         The Severance Administration Committee shall notify a Claimant of its
         determination on review with respect to the Adverse Benefit
         Determination of the Claimant within a reasonable period of time but
         not later than sixty (60) days after the receipt of the Claimant's
         request for review unless the Severance Administration Committee
         determines that special circumstances require an extension of time for
         processing the review of the Adverse Benefit Determination. If the
         Severance Administration Committee determines that such extension of
         time is required, written notice of the extension (which shall indicate
         the special circumstances requiring the extension and the date by which
         the Severance Administration Committee expects to render the
         determination on review) shall be furnished to the Claimant prior to
         the termination of the initial sixty (60)-day review period. In no
         event shall such extension exceed a period of sixty (60) days from the
         end of the initial sixty (60)-day review period. In the event such
         extension is due to the Claimant's failure to submit necessary
         information, the period for making the determination on a review will
         be tolled from the date on which the notification of the extension is
         sent to the Claimant until the date on which the Claimant responds to
         the request for additional information.



                                      -16-
<PAGE>

                  7.8.7 EXHAUSTION OF ADMINISTRATIVE REMEDIES. Completion of the
         claims procedures described in this Section 7.8 will be a condition
         precedent to the commencement of any legal or equitable action in
         connection with a claim for benefits under the Plan by a Claimant or by
         any other person or entity claiming rights individually or through a
         Claimant; provided, however, that the Severance Administration
         Committee may, in its sole discretion, waive compliance with such
         claims procedures as a condition precedent to any such action.

                  7.8.8 PAYMENT OF BENEFITS. If the Severance Administration
         Committee (or the Benefits Administrator) determines that a Claimant is
         entitled to a benefit hereunder, payment of such benefit will be made
         to such Claimant (or commence, as applicable) as soon as
         administratively practicable after the date the Severance
         Administration Committee (or the Benefits Administrator) determines
         that such Claimant is entitled to such benefit or on such other date as
         may be established pursuant to the Plan provisions or, as applicable,
         designated by the Severance Administration Committee.

                  7.8.9 AUTHORIZED REPRESENTATIVES. An authorized representative
         may act on behalf of a Claimant in pursuing a benefit claim or an
         appeal of an Adverse Benefit Determination. An individual or entity
         will only be determined to be a Claimant's authorized representative
         for such purposes if the Claimant has provided the Severance
         Administration Committee with a written statement identifying such
         individual or entity as his authorized representative and describing
         the scope of the authority of such authorized representative. In the
         event a Claimant identifies an individual or entity as his authorized
         representative in writing to the Severance Administration Committee but
         fails to describe the scope of the authority of such authorized
         representative, the Severance Administration Committee shall assume
         that such authorized representative has full powers to act with respect
         to all matters pertaining to the Claimant's benefit claim under the
         Plan or appeal of an Adverse Benefit Determination with respect to such
         benefit claim.

                           ARTICLE VIII. MISCELLANEOUS

         8.1 PAYMENT OBLIGATIONS ABSOLUTE. Each Employer's obligation to pay any
amounts or to provide benefits continuation or any other benefits described in
Sections 3.3 and 3.5 hereof shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company or any of its
Subsidiaries may have against any Participant.

         8.2 INDEMNIFICATION. If a Participant institutes any legal action in
seeking to obtain or enforce, or is required to defend in any legal action the
validity or enforceability of, any right or benefit provided by the Plan, his
Employer shall, if the Participant prevails in such action, pay for all
reasonable legal fees and expenses incurred by such Participant.

         8.3 EMPLOYMENT STATUS. The Plan does not constitute a contract of
employment or impose on the Participant or the Participant's Employer any
obligation to retain the Participant as an Employee, any restriction on changing
the status of the Participant's employment, or any



                                      -17-
<PAGE>

restriction on changing the policies of the Company or its Subsidiaries
regarding termination of employment.

         8.4 VALIDITY AND SEVERABILITY. The invalidity or unenforceability of
any provision of the Plan shall not affect the validity or enforceability of any
other provision of the Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         8.5 GOVERNING LAW. The validity, interpretation, construction and
performance of the Plan shall in all respects be governed by the laws of the
United States and, to the extent not preempted by such laws, by the laws of the
State of Texas, without regard to choice of law principles.

         8.6 WITHHOLDING AND PAYMENT OF TAXES. The Company or the Subsidiaries
may withhold from any amounts payable under the Plan all federal, state, local
and/or other taxes as shall be legally required. In addition, subject to the
provisions of Section 3.5 hereof, each Participant shall be solely responsible
for the payment of all income, excise and other taxes which are individually
levied on him by any taxing authority with respect to any amount paid to such
Participant under the Plan.

         8.7 OBLIGATIONS UNFUNDED. All benefits due a Participant under the Plan
are unfunded and unsecured and are payable out of the general funds of the
Employers. One or more Employers may establish a "grantor trust" for the payment
of benefits and obligations hereunder, the assets of which shall be at all times
subject to the claims of creditors as provided for in such trust.

         8.8 CONSTRUCTION. For purposes of the Plan, the following rules of
construction shall apply:

                  8.8.1 No act or failure to act on a Participant's part shall
         be considered "willful" unless done or omitted to be done by the
         Participant not in good faith and without reasonable belief that such
         act or omission was in the best interest of the Company or a
         Subsidiary.

                  8.8.2 The word "or" is disjunctive but not necessarily
         exclusive.

                  8.8.3 Words in the singular include the plural; words in the
         plural include the singular; and words in the neuter gender include the
         masculine and feminine genders and words in the masculine or feminine
         gender include the other and neuter genders.



                                      -18-
<PAGE>

         The Plan has been adopted by the Company to be effective as of the 25th
day of September, 2003.

                                    WILLBROS GROUP, INC.


                                    By:      /s/ Michael F. Curran
                                             ---------------------------------
                                             Name:  Michael F. Curran
                                             Title: Chief Executive Officer


                                      -19-