Exhibit 10.32
 
 AMENDMENT NUMBER 1
TO THE
WILLBROS GROUP, INC.
MANAGEMENT SEVERANCE PLAN
 Introduction
  Purpose
 Amendment
   No Change
 Amendment Number 1
Willbros Group, Inc.
Management Severance Plan
As amended and restated effective January 24, 2006




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Effective Date nd
 th
 ATTEST:
    
    
    
    WILLBROS GROUP, INC./s/ Dennis G. Berryhill
    
    
    
    By:
    
    /s/ Michael F. CurranDennis G. Berryhill
    
    
    
    
    
    Michael F. CurranSecretary
    
    
    
    
    
    Chairman of the Board andChief Executive Officer
 Amendment Number 1
Willbros Group, Inc.
Management Severance Plan
As amended and restated effective January 24, 2006
  2




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WILLBROS GROUP, INC.
 MANAGEMENT SEVERANCE PLAN
 
 (As Amended and Restated Effective January 24, 2006)
 WHEREAS, WILLBROS GROUP, INC. WILLBROS GROUP, INC.
MANAGEMENT SEVERANCE PLAN
 WHEREAS,
 NOW THEREFORE,
 ARTICLE I. DEFINITIONS
 Definitions.




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Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  2




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Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  3




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ARTICLE II. ELIGIBILITY
 Participation.
 Duration of Participation.
 ARTICLE III. SEVERANCE BENEFITAND GROSS-UP PAYMENT
 Right to Severance Benefit.
 Termination of Employment.
 Terminations Which Give Rise to a Severance Benefit Under This Plan.
  Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  4




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Terminations Which Do Not Give Rise to a Severance Benefit Under This Plan.
   Severance Benefit.
   Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  5




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Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  6




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Gross-Up Payment.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  7




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Limitation on Severance Benefit.
 Payment Date Limitation.
 Time of Payment; Section 409A Compliance.
 ARTICLE IV. PARTICIPATING EMPLOYERS
  ARTICLE V. SUCCESSOR TO EMPLOYER
  Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  8




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ARTICLE VI. DURATION AND AMENDMENT
 Duration.
 Amendment.
 ARTICLE VII. ADMINISTRATION
 Fiduciaries.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  9




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Allocation of Responsibilities.
 Board of Directors.
 (i)
    
    The amendment or termination of this Plan in accordance with
Sections 6.1 and 6.2 hereof; and(ii)
    
    The delegation to the Willbros Employee Benefits Committee of
any authority and responsibility reserved herein to the Board.
 Willbros Employee Benefits Committee.
 Provisions Concerning the Willbros Employee Benefits Committee.
 Membership and Voting.
 Duties of the Willbros Employee Benefits Committee.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  10




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Delegation of Responsibilities; Bonding.
 Delegation and Allocation.
 Bonding.
 No Joint Fiduciary Responsibilities.
 Information to be Supplied by Employer.
 Fiduciary Capacity.
 Claims Procedures.
 Definitions.
  Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  11




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Filing of Benefit Claim.
 Processing of Benefit Claim.
 Notification of Adverse Benefit Determination.
   Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  12




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Review of Adverse Benefit Determination.
      Notification of Benefit Determination on Review.
  Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  13




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Exhaustion of Administrative Remedies.
 Payment of Benefits.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  14




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Authorized Representatives.
 ARTICLE VIII. MISCELLANEOUS
 Payment Obligations Absolute.
 Indemnification.
 Employment Status.
 Validity and Severability.
 Governing Law.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  15




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Withholding and Payment of Taxes.
 Obligations Unfunded.
 Construction.
    th
 WILLBROS GROUP, INC.By:
    /s/ Michael F. CurranMichael F. CurranPresident & CEO Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  16




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EXHIBIT A
 ADDITIONAL PROVISIONS OF THE SUMMARY PLAN
DESCRIPTION OF THE PLAN
 I. General Plan Information :
 Name of Plan:
 Plan Sponsor and Employer Identification Number:
 
 Plan Number:
 Type of Plan:
 Type of Administration:
 Plan Administrator (and Agent for Service of Legal Process):
 
 Plan Year: st
 II. The Statement of ERISA Rights .
  Receive Information About Your Plan and Benefits
 *
    
    Examine, without charge, at the Plan Administrators office and at other
specified locations, such as worksites, all documents governing the Plan and a copy of
the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the
U.S. Department of Labor and available at the Public Disclosure Room of the Pension and
Welfare Benefit Administration.
 Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  A-1




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*
    
    Obtain, upon written request to the Plan Administrator, copies of documents
governing the operation of the Plan and copies of the latest annual report (Form
5500 Series), if applicable, and of the updated summary plan description. The Plan
Administrator may make a reasonable charge for the copies.*
    
    Receive a summary of the Plans annual financial report, if applicable. The
Plan Administrator is required by law to furnish each Participant with a copy of this
summary annual report.
 Prudent Actions by Plan Fiduciaries
  Enforce Your Rights
   Assistance with Your Questions
  Willbros Group, Inc.
Management Severance Plan
As Amended and Restated effective January 24, 2006
  A-2