**3. Separation Payment:**In consideration of the release and other obligations of Executive asset forth below, Company will pay to Executive, on or before November 30, 2010, the lump sum amountof $300,000 less standard payroll withholding (the “Separation Payment”). The Separation Paymentconstitutes a benefit to which Executive is not otherwise entitled under the Employment Agreementor any other agreement, promise or Company sponsored benefit plan.**4. Medical Insurance Coverage:**Coverage for Executive and his eligible dependents underCompany’s Group Medical Plan and the Group Accident and Medical Expense Reimbursement InsurancePolicy will continue through November 30, 2010, or the date that said coverage is terminated forall participants, whichever occurs first. Provided, however, that such coverage shall cease ifExecutive becomes an employee of any employer offering group medical coverage for which Executiveis eligible during such period. Executive acknowledges that such extension of coverage may resultin taxable income to Executive for federal income tax purposes. Company acknowledges that,following November 30, 2010, Executive shall be entitled to continue participation for a limitedperiod of time in Company’s Group Medical Plan under the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended (“COBRA”). Such limited period of time will be determined under the COBRAregulations. Detailed information concerning the costs and procedures applicable to such medicalcoverage will be provided separately by Company.**5. Vesting of Restricted Stock:**Executive has been granted 38,193 shares of restricted stockunder the WGI 1996 Stock Plan, as amended, ownership of a portion of which has not yet vested inExecutive pursuant to the terms of the Restricted Stock Award Agreements evidencing such grants.Executive’s employment termination will be treated as a voluntary termination by Executive.Accordingly, Executive acknowledges that the vesting of Executive’s unvested shares is subject tothe determination of the WGI Compensation Committee. Subject to the approval of the WGICompensation Committee, Executive’s restricted shares will vest on the Termination Date. Executiveacknowledges that standard payroll withholding will be due on such shares when vested on theTermination Date. Executive has elected to satisfy the withholding requirements by paying cash todischarge the payroll obligation, such payment to be made no later than 10 days following theTermination Date.**6. Other Benefits:**With the exception of the payments and benefits specifically set forth inthis Agreement, Executive shall not be entitled to accrual of any further benefits or paymentsunder any Company plan. However, this Agreement shall not waive Executive’s right to any vestedbenefit under any Company sponsored pension or retirement plan.**7. Certification of Code of Business Conduct and Ethics:**In accordance with Company policy,Executive shall acknowledge his compliance with the *Willbros Group, Inc. Code of Business Conductand Ethics*and WGI’s Foreign Corrupt Practices Act Compliance Policy by completing, signing andreturning to Company a certification of compliance with the referenced policy with respect to thatportion of calendar year 2010 preceding the Termination Date.
 
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**8. Non-Competition; Non-Solicitation:**Executive agrees that, between the date hereof andNovember 30, 2010, and for so long thereafter as Executive is a director of WGI, Executive willnot, either individually or as owner, partner, agent, employee, or consultant, engage in anyactivity competitive with the Company or any of its affiliates and will not, on his own behalf orthat of any third party, directly or indirectly hire, discuss employment with, or recommend to anythird party the employment of any employee of Company or any of its affiliates who was activelyemployed by Company or any of its affiliates during the period of Executive’s employment withCompany without regard to whether that employee has subsequently terminated his or her employmentwith Company.**9. Release by Executive of Company:**Except for the obligations specifically set forth in thisAgreement, Executive fully and forever relieves, releases, and discharges Company, itspredecessors, successors, parent, subsidiaries, operating units, affiliates, divisions, and theagents, representatives, officers, directors, shareholders, employees and attorneys of each of theforegoing, from all claims, debts, liabilities, demands, obligations, promises, acts, agreements,costs, expenses, damages, actions, and causes of action, whether in law or in equity, whether knownor unknown, suspected or unsuspected, arising from Executive’s employment with and termination fromCompany. This release also includes but is not limited to a release by Executive of any claims forbreach of contract, mental pain, suffering and anguish, emotional upset, impairment of economicopportunities, unlawful interference with employment rights, defamation, intentional or negligentinfliction of emotional distress, fraud, wrongful termination, wrongful discharge or retaliation inviolation of statutes or public policy, breach of any express or implied covenant of good faith andfair dealing, that Company has dealt with Executive unfairly or in bad faith, and all other commonlaw contract and tort claims. Executive is not waiving any rights or claims that may arise afterthis Agreement is signed by Executive, or any claims related to Company’s non-performance of thisAgreement or the Employment Agreement.**10. Indemnification and Continued Cooperation:**Nothing in this Agreement shall affect any ofExecutive’s rights with respect to full coverage and indemnification under the relevant directorand officer liability insurance coverages to which Executive is entitled in his capacity as aformer officer of InServ and WGI and a former officer or director of certain Company affiliates.Executive agrees to assist Company, its affiliates and their respective attorneys in anylitigation, claim, dispute, or governmental investigation brought by or against Company or any ofits affiliates as to which Executive may have knowledge of the facts and circumstances. Executiveagrees to immediately notify Company upon receipt of any subpoena or deposition notice compellinghis testimony related to matters arising out of his employment with Company.**11. Severability:**In the event that any provision of this Agreement should be held to bevoid, voidable, or unenforceable, the remaining portions herein shall remain in full force andeffect.**12. Governing Law:**This Agreement will be interpreted and enforced in accordance with thelaws of the State of Texas, excluding any conflicts of law or other provision that would requirereference to the laws of another jurisdiction, and the parties hereby agree to submit alldisputes not amicably resolved to the exclusive jurisdiction of the federal and state courtslocated in Harris County, Texas.
 
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**13. Authorization:**Each person signing this Agreement as a party or on behalf of a partyrepresents that he or she has consulted with counsel regarding the contents of this Agreement,fully understands its meaning and intent, and is duly authorized to sign this Agreement on suchparty’s behalf, and is executing this Agreement voluntarily, knowingly, and without any duress orcoercion.       Dated:February 26, 2010 /s/ Arlo B. DeKraai     Arlo B. DeKraai    Willbros United States Holdings, Inc.       Dated:February 26, 2010 By: /s/ Van A. Welch         Name: Van A. Welch    Title: Senior Vice President and CFO         Integrated Service Company, LLC       Dated:February 26, 2010 By: /s/ Mark Dolan         Name: Mark Dolan    Title: Senior Vice President