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                                                                    EXHIBIT 10.3

                        SEPARATION AGREEMENT AND RELEASE


        THIS SEPARATION AGREEMENT AND RELEASE ("Agreement") is made and entered
into this 30th day of May, 2002, by and between WILLBROS USA, INC. ("Employer")
and LARRY J. BUMP ("Employee").

                                   WITNESSETH:

        WHEREAS, Employee is or was employed by Employer; and

        WHEREAS, Employee will retire from his employment with Employer
effective May 31, 2002 ("Retirement Date"); and

        WHEREAS, Employer and Employee wish to achieve a final and amicable
resolution of all issues related to their employment relationship;

        NOW, THEREFORE, for and in consideration of the mutual covenants and
promises set forth below, as well as other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.      EMPLOYEE'S RETIREMENT.  Employee and Employer confirm and agree that
        Employee will retire from employment with Employer as of the Retirement
        Date and that the employment relationship which existed between Employee
        and Employer and/or any of Employer's affiliated companies will cease as
        of the Retirement Date. However, nothing contained herein shall prevent
        or interfere with the ability of the parties to enter into future
        agreements for Employee to provide consulting services and advice to
        Employer or Employer's affiliates on an independent contractor basis
        ("Subsequent Agreement"). In addition, it is anticipated that Employee
        will continue to serve as a non-employee Class III member of the Board
        of Directors of Willbros Group, Inc. ("WGI"), Employer's parent company,
        after the Retirement Date and that Employee will also serve as Chairman
        of such Board and as a member of various committees of such Board.
        Except as provided in any Subsequent Agreement or in policies which
        apply generally to non-employee members of the WGI Board ("Board
        Policies"), all of Employer's obligations to Employee on or after the
        Retirement Date are set forth herein. Accordingly, except as otherwise
        provided herein, in a Subsequent Agreement or in Board Policies,
        Employer shall have no further obligations whatsoever to Employee after
        the Retirement Date. Employer shall cause its personnel records to
        reflect that Employee retired from employment with Employer effective on
        the Retirement Date.

2.      PRIOR AGREEMENTS SUPERSEDED. Except as otherwise specifically provided
        herein, this Agreement supersedes and replaces all other prior
        agreements, written or oral, relating to Employee's employment with
        Employer and/or any of Employer's affiliated companies.


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3.      2002 SALARY AND BONUS. Employee will continue or continued to receive
        his current, regular salary through the Retirement Date, less applicable
        withholding taxes. In addition, on the Retirement Date, Employee will
        receive a bonus for the calendar year 2002 in the amount of Five Hundred
        Thousand U.S. Dollars (U.S.$500,000), less applicable withholding taxes.

4.      MANAGEMENT INCENTIVE PLAN. Prior to the Retirement Date, Employee
        participated in the Willbros USA, Inc. Management Incentive Plan dated
        January 1, 1996 ("Incentive Plan"). Employee acknowledges that the
        Incentive Plan terminated December 31, 1998 and that Employee is not
        entitled to any further payments or benefits under the Incentive Plan.

5.      MEDICAL INSURANCE CONTINUATION. Employee acknowledges that Employer no
        longer provides benefits under the Retiree Medical Plan which it
        previously maintained and that neither Employee nor Employee's
        dependents are entitled to any benefits thereunder. If Employee is not
        entitled to Medicare benefits, Employee will be entitled to continue
        participation for a limited period of time in Employer's Group Medical
        Plan, Group Dental Plan and/or Executive Medical Plan under the
        Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA").
        Detailed information concerning the costs and procedures applicable to
        such insurance coverage will be provided separately by Employer.

6.      LIFE INSURANCE CONVERSION. Employee has the right to convert Employee's
        life insurance coverage under Employer's Group Life Plan and dependent
        life insurance coverage obtained by the Employee under Employer's
        Dependent Life Plan to individual life insurance policies. Conversion
        forms and premium rates applicable to such conversion programs will be
        provided separately by the relevant insurer.

7.      PENSION PLAN. As a vested participant in the Willbros USA, Inc. Pension
        Plan ("Pension Plan") previously maintained by Employer for the benefit
        of eligible employees, Employee was entitled to certain retirement
        benefits in accordance with the Pension Plan termination procedure
        approved by the Internal Revenue Service (the "Pension Plan Termination
        Procedure"). Under the Pension Plan Termination Procedure, Employee
        elected to receive a lump sum distribution of benefits and has received
        such distribution. Employee acknowledges that no further benefits are
        payable to Employee under the Pension Plan or the Pension Plan
        Termination Procedure.

8.      EXECUTIVE BENEFIT RESTORATION PLAN. Prior to the Retirement Date,
        Employee also participated in the Willbros USA, Inc. Executive Benefit
        Restoration Plan ("Restoration Plan"). Effective January 22, 2001, the
        Restoration Plan was terminated and Employee received a distribution of
        all benefits to which Employee was entitled under the Restoration Plan.
        Employee releases the


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        Employer, the Restoration Plan Trust, the Restoration Plan Trustee, and
        the Restoration Plan administrators from any further claims for benefits
        under the Restoration Plan.

9.      INCENTIVE STOCK OPTIONS. Employee is vested in certain incentive stock
        options and certain non-qualified stock options provided by WGI,
        pursuant to the Willbros Group, Inc. 1996 Stock Plan ("Stock Plan").
        Nothing in this Agreement shall affect any rights or obligations of
        Employee or WGI under the Incentive Stock Option Agreement or the
        Non-Qualified Stock Option Agreements entered into between Employee and
        WGI pursuant to the Stock Plan. Employee acknowledges that any of
        Employee's incentive stock options awarded under the Stock Plan which
        are exercised more than three (3) months after the Retirement Date will
        be treated as non-qualified stock options for U.S. federal income tax
        purposes.

10.     EMPLOYER INVESTMENT PLAN. Employee is fully vested in Employer's 401(k)
        Investment Plan ("Investment Plan"). Employee has the option of
        receiving a lump-sum distribution of Employee's total account balance in
        the Investment Plan, transferring such account balance to another
        tax-qualified plan or to an Individual Retirement Account or leaving
        such account balance in the Investment Plan. Election forms and detailed
        information concerning Employee's options with respect to Employee's
        account balance in the Investment Plan will be provided separately by
        Employer.

11.     DIRECTOR AND OFFICER MATTERS. Employee shall resign from all employee,
        officer, director and committee member positions which Employee holds
        with Employer or any affiliate of Employer effective as of the
        Retirement Date, except that Employee shall not resign from Employee's
        position as Chairman of the WGI Board of Directors or as a Class III
        member of the WGI Board of Directors. Nothing in this Agreement shall
        affect any of Employee's rights or obligations with respect to
        indemnification or director and officer liability insurance coverage to
        which Employee is entitled or subject in his capacity as a former
        director and officer of Employer, a former officer of WGI, a continuing
        Class III non-employee director of WGI or a former officer or director
        of certain WGI affiliates, whether under that certain Indemnification
        Agreement between WGI and Employee dated June 27, 1996, or otherwise.

12.     ACCRUED VACATION PAY. On the Retirement Date, Employee shall receive
        Thirty Six Thousand Two Hundred Twenty One and 59/100 U.S. Dollars
        (U.S.$36,221.59), less applicable payroll tax withholding, as
        compensation for all of Employee's accrued vacation time through the
        Retirement Date.

13.     OTHER BENEFITS. Except as specifically set forth herein, all employment
        benefits previously made available to Employee by Employer or any of its
        affiliates, including, without limitation, those made available under
        Employer's Executive Compensation Program, shall cease to be available
        to Employee as of the Retirement Date. Employee acknowledges that he is
        not entitled to receive any


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        compensation, severance payment or retirement enhancement payment under
        the Employer's 1999 or 2000 Reduction-In-Force Plans or WGI's Severance
        Protection Plan.

14.     LUMP SUM PAYMENT. On the Effective Date (as defined in Paragraph 20
        below), Employer shall pay to Employee a lump sum amount of Five Hundred
        Thousand U.S. Dollars (U.S.$500,000), less applicable payroll tax
        withholding, in consideration of the release specified below and the
        acknowledgements, waivers, representations and undertakings specified
        herein.

15.     RELEASE.

        (a) Except for the obligations of Employer specifically set forth in
        this Agreement or referenced in this Agreement as continuing
        obligations, Employee fully and forever relieves, releases, and
        discharges Employer, WGI and all of their respective representatives,
        officers, directors, shareholders, predecessors, successors, parents,
        subsidiaries, operating units, affiliates, divisions, employees and
        attorneys from any and all claims, debts, liabilities, demands,
        obligations, promises, acts, agreements, costs, expenses, damages,
        actions, and causes of action, whether in law or in equity, whether
        known or unknown, suspected or unsuspected, arising from Employee's
        employment with and termination from Employer, including but not limited
        to any and all claims pursuant to Title VII of the Civil Rights Act of
        1964, 42 U.S.C. Section 2000e, et seq., as amended by the Civil Rights
        Act of 1991, which prohibits discrimination in employment based on race,
        color, national origin, religion or sex; the Civil Rights Act of 1966,
        42 U.S.C. Section 1981, 1983 and 1985, which prohibits violations of
        civil rights; the Age Discrimination in Employment Act of 1967, as
        amended, and as further amended by the Older Workers Benefit Protection
        Act, 29 U.S.C. Section 621, et seq., which prohibits age discrimination
        in employment; the Employment Retirement Income Security Act of 1974, as
        amended, 29 U.S.C. Section 1001, et seq., which protects certain
        employee benefits; the Americans with Disabilities Act of 1990, as
        amended, 42 U.S.C. Section 12101, et seq., which prohibits
        discrimination against the disabled; the Family and Medical Leave Act of
        1993, 29 U.S.C. Section 2601, et seq., which provides medical and family
        leave; the Fair Labor Standards Act, 42 U.S.C. Section 201, et seq.,
        including the Wage and Hour Laws relating to payment of wages; and all
        other federal, state or local laws or regulations prohibiting employment
        discrimination. This release also includes, but is not limited to, a
        release by Employee of any claims for breach of contract, mental pain,
        suffering and anguish, emotional upset, impairment of economic
        opportunities, unlawful interference with employment rights, defamation,
        intentional or negligent infliction of emotional distress, fraud,
        wrongful termination, wrongful discharge in violation of public policy,
        breach of any express or implied covenant of good faith and fair
        dealing, that Employer has dealt with Employee unfairly or in bad faith,
        and all other common law contract and tort claims. Employee is not
        waiving any rights or claims that may arise after the Retirement Date.

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        (b) Except for the obligations of Employee specifically set forth in
        this Agreement or referenced in this Agreement as continuing
        obligations, Employer, on behalf of itself and its affiliates, fully and
        forever relieves, releases, and discharges Employee, from any and all
        claims, debts, liabilities, demands, obligations, promises, acts,
        agreements, costs, expenses, damages, actions, and causes of action,
        whether in law or in equity, whether known or unknown, suspected or
        unsuspected, arising from Employee's employment with and termination
        from Employer. Employer is not waiving any rights or claims that may
        arise after the Retirement Date.

16.     CONFIDENTIALITY. The following confidentiality obligations are in
        addition to those which will apply to Employee in Employee's continuing
        capacity as Chairman of the WGI Board of Directors and a Class III
        member of the WGI Board of Directors after the Retirement Date. To the
        extent such other obligations are of longer duration or more strict than
        the obligations set forth below, such other obligations shall supercede
        the obligations set forth below. For a period of two (2) years after the
        Retirement Date, Employee shall not, except as otherwise required by
        law, furnish, disclose or make accessible to any person, entity or
        government authority, any knowledge, trade secrets, customer
        information, supplier information, plans, opportunities, procedures,
        data, techniques or other information relating to the businesses or
        finances of Employer or any of its affiliates. The prohibitions set
        forth in the preceding sentence shall not apply, however, to information
        in the public domain (but only if the same becomes part of the public
        domain through a means other than a disclosure prohibited hereunder). In
        addition, Employee shall continue to comply fully with the use and
        disclosure restrictions set forth in all third party confidentiality
        agreements entered into by the Employer or its affiliates on or prior to
        the Retirement Date to the extent such third party agreements are known
        to Employee.

17.     REMEDIES. The parties recognize that, because of the nature of the
        subject matter of Paragraph 16 above, it would be impracticable and
        extremely difficult to determine the actual damages suffered by Employer
        in the event of a material breach of Employee's obligations thereunder.
        Accordingly, if Employee commits a material breach, or threatens to
        commit a material breach, of any of the provisions of Paragraph 16,
        Employer or any of its successors or assigns shall give Employee written
        notice of such violation and, if Employee has not cured such violation
        or otherwise ceased to act in violation of Paragraph 16 within ten (10)
        days after the giving of such notice, Employer or any of its successors
        or assigns shall have the following rights and remedies:

        (a)       to have the provisions of Paragraph 16 specifically enforced
                  by any court having equity jurisdiction, without the posting
                  of bond or other security, it being acknowledged and agreed by
                  Employee that any such breach or threatened breach will cause
                  irreparable injury to Employer and that an injunction may be
                  issued against Employee to stop or prevent any such breach or
                  threatened breach; and


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        (b)       to recover such actual damages as Employer or its affiliates
                  may incur as a result of such breach or threatened breach.

        The curing of a violation of the requirements of Paragraph 16 shall not
        preclude Employer from seeking the recovery of its actual damages
        resulting from such violation.

18.     INDEPENDENT LEGAL ADVICE. Employee acknowledges that he has had the
        opportunity to be represented by independent legal counsel of his choice
        with respect to the advisability of signing this Agreement and providing
        the releases, waivers, acknowledgements, representations and
        undertakings specified herein, and with respect to his rights and
        obligations under the terms of this Agreement.

19.     KNOWLEDGE OF CONTENTS. Both parties acknowledge that they have carefully
        read this Agreement and that the contents hereof are known and
        understood by them. This Agreement is signed freely by each party
        hereto.

20.     REVIEW AND REVOCATION PERIOD. Employee acknowledges that he has been
        extended a period of forty-five (45) days within which to consider this
        Agreement. For a period of seven (7) days following Employee's
        execution of the Agreement, Employee may revoke this Agreement by
        notifying Employer, in writing, of his desire to do so. From and after
        the date which is seven (7) days after Employee's execution of this
        Agreement (the "Effective Date"), this Agreement shall be binding and
        enforceable.

21.     OBLIGATION TO RETURN FUNDS. In the event Employee exercises his right
        to revocation set forth in Section 20 above, Employee shall immediately
        return to Employer all amounts, if any, paid to Employee as
        consideration under this Agreement. The duty to return funds under this
        Agreement shall survive the revocation of the Agreement and shall
        constitute a separately enforceable obligation between Employee and
        Employer.

22.     NO ADMISSION OF LIABILITY. This Agreement and compliance with this
        Agreement shall not be construed as an admission by Employer or
        Employee of any liability whatsoever, or as an admission by Employer of
        any violation of the rights of Employee or any other person, or any
        violation of any order, law, statute, duty or contract.

23.     SEVERABILITY. In the event that any provision of this Agreement should
        be held to be void, voidable, or unenforceable, the remaining portions
        hereof shall remain in full force and effect.

24.     GOVERNING LAW. This Agreement will be interpreted and enforced in
        accordance with the laws of the State of Texas.


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25.     ENTIRETY AND INTEGRATION. Upon the execution hereof by all of the
        parties hereto, this Agreement shall constitute a single, integrated
        contract expressing the entire agreement of the parties relative to the
        subject matter hereof and, except as otherwise specifically noted
        herein, supersedes all prior negotiations, understandings and/or
        agreements, if any, of the parties. No covenants, agreements,
        representations, or warranties of any kind whatsoever have been made by
        any party hereto, except as specifically set forth in this Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first mentioned above.

EMPLOYEE                               EMPLOYER

                                       Willbros USA, Inc.

      /s/  Larry J. Bump                       /s/ Michael F. Curran
______________________________         By:_______________________________
        Larry J. Bump                            Michael F. Curran
                                          President and Chief Executive Officer





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