EXHIBIT
10.34

    


    SEPARATION AGREEMENT AND
RELEASE

    


    THIS
SEPARATION AGREEMENT AND RELEASE (this "Agreement") is made by and between
Willbros USA, Inc., a Delaware corporation ("Willbros"), and John K.
Allcorn ("Executive") and shall become effective on the eighth day following its
execution by Executive and return to Willbros ("Effective Date").

    


    PURPOSE

    


    Willbros
and Executive have reached a mutual agreement that Executive's employment will
terminate on December 31, 2008 (the "Termination Date"), pursuant to the
terms of this Agreement.

    


    TERMS

    


    To
achieve a final and amicable resolution of the employment relationship in all
its aspects and in consideration of the mutual covenants and promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

    


    1.       Post-Employment
Assistance.  To the extent Willbros may subsequently request in
writing, Executive shall use all reasonable efforts to assist Willbros in
obtaining at least one full spread of the Texas Independent Pipeline currently
being bid by Energy Transfer Partners, L.P.  Executive shall
promptly  transition all of his sales and marketing responsibilities
to the individual(s) designated by Willbros,

    


    2.       Compensation and
Benefits.  Willbros shall pay Executive his usual salary and
provide Executive with his usual benefits through the end of December,
2008.

    


    3.       Severance. Executive is a
participant in the Willbros Group, Inc. Severance Plan, as amended and restated
effective September 25, 2003 (the "Severance Plan").  In
accordance with the terms of the Severance Plan, Willbros shall pay Executive an
amount equal to Executive's annual base salary of THREE HUNDRED EIGHTY THOUSAND
AND THREE HUNDRED EIGHTY Dollars ($380,380) (the "Severance
Payment").  The Severance Payment, less applicable withholding taxes,
shall be paid to Executive within 60 business days after the Termination
Date.

    


    4.       Bonus
Payment.  Executive shall be entitled to, and shall be paid, a
cash bonus for 2008, when such bonuses are paid to other executives, in the
amount of ONE HUNDRED NINETY THOUSAND AND ONE HUNDRED NINETY DOLLARS ($190,190),
such  payment being equal to 50% of Executive’s current annual base
salary .

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.       Vesting of Restricted
Stock.  Executive has been granted 42,673 shares of restricted
stock under the Willbros Group, Inc. 1996 Stock Plan, as amended (the "1996
Stock Plan"), the ownership of which has not yet vested in Executive pursuant to
the terms of the Restricted Stock Award Agreements evidencing such
grants.  Willbros agrees that all of such shares of restricted stock
granted to Executive shall vest in full as of the Termination
Date.  Executive acknowledges that withholding  taxes will
be due on such shares when vested on the Termination Date.  Executive
may satisfy the withholding requirement, in whole or in part, by having Willbros
Group, Inc. ("WGI") withhold shares of restricted stock having a Fair Market
Value (as defined in the 1996 Stock Plan) on the date the tax is to be
determined equal to the minimum statutory total tax which could be withheld on
the transaction.

    


    6.       Stock Options.  As a
participant in the 1996 Stock Plan, Executive has vested options to purchase
50,000 shares of common stock of WGI at $15.00 per share.  Under the
terms of the option agreement evidencing such options, such options must be
exercised within three months from the Termination Date (but not beyond the
expiration date of such options).

    


    7.       Group Health
Coverage.  Willbros shall continue to include Executive and his
covered dependents on its group health insurance through the end of December,
2008.  Willbros will issue Executive a notice informing him of his
right, at his expense, to continue coverage for himself and his covered
dependents in the group health plan sponsored by Willbros pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 as amended
("COBRA").  Executive must comply with all eligibility requirements
for COBRA continuation.  Except as specifically set forth herein, life
insurance, disability, club dues and all other employee benefits made available
to Executive by Willbros will end on the Termination Date.

    


    8.       Other
Benefits.  Neither this Agreement nor the release contained
herein shall waive Executive's right to any accrued benefit under a company plan
in which he is a qualified participant, including but not limited to any
benefits under a pension or retirement plan.

    


    9.       Computer.  Executive
shall be permitted to retain his computer and his blackberry device, along with
his assigned cellular telephone number; provided, however, that Willbros shall
be permitted to remove any Willbros data from those devices, and that Executive
shall be responsible for the ongoing service and other costs associated with
those devices.

    


    
      
         

      

      
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    10.     Certification of Code of Business
Conduct and Ethics for 2008.  In accordance with WGI policy,
Executive shall acknowledge his compliance with the Willbros Group, Inc. Code of
Business Conduct and Ethics and WGI's Foreign Corrupt Practices Act
Compliance Policy by completing, signing and returning to WGI in due
course the annual certification of compliance with the referenced policies with
respect to the period beginning on January 1, 2008 and ending on the
Termination Date.

    


    11.     Waiver of Reinstatement and Future
Employment.  Executive forever waives and relinquishes any
right or claim to reinstatement to active employment with Willbros, its
affiliates, subsidiaries, divisions, and successors.

    


    12.     Release by Executive of
Willbros.  Except for the obligations specifically set forth in
this Agreement, and any continuing indemnity and insurance obligations owed to
Executive, Executive fully and forever relieves, releases, and discharges
Willbros, its predecessors, successors, parent, subsidiaries, operating units,
affiliates, divisions, and the agents, representatives, officers, directors,
shareholders, employees and attorneys of each of the foregoing, 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 known or unknown, suspected or unsuspected, arising from Executive's
employment with and termination from Willbros, including but not limited to any
and all claims pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§ 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 1866, 42 U.S.C.§§1981, 1983 and 1985, which prohibits violations
of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), which
prohibits unequal pay based upon gender; 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. § 621, et seq., which prohibits age
discrimination in employment; the Employee Retirement Income Security Act of
1974, as amended, 29 U.S.C. §1001, et seq., which protects
certain employee benefits; the Americans with Disabilities Act of 1990, as
amended, 42 U.S.C. § 12101, et
seq., which prohibits discrimination against the disabled; the Family and
Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., which provides
medical and family leave; the Fair Labor Standards Act, 29 U.S.C. § 201, et seq., including the Wage
and Hour Laws relating to payment of wages, including, but not limited to,
vacation pay, commissions and bonuses; and all other federal, state and local
laws and regulations which prohibit discrimination in employment, which prohibit
discharge in retaliation for exercising rights under applicable Workers'
Compensation statutes and/or which govern the payment of wages, benefits and
other forms of compensation.  This release also includes, but is not
limited to, a release by Executive 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 Willbros has
dealt with Executive unfairly or in bad faith, and all other common law contract
and tort claims.  Executive is not waiving any rights or claims that
may arise after this Agreement is signed by Executive.

    


    
      
         

      

      
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    13.     Non-Competition;
Non-Solicitation Pledge.  Section 3.4
of the Severance Plan provides that in consideration of the Severance Payment,
Executive shall not compete with Willbros as set forth in such Section 3.4 for
12 months after the Termination Date.  On the Effective Date, Willbros
hereby waives (except as set forth in the proviso to this sentence) the
provisions of Section 3.4 of the Severance Plan as they may be applicable to
Executive; provided, however (a) for a period of 90 days following the
Termination Date, Executive agrees to abide with the provisions of Section 3.4
of the Severance Plan, and (b) for a period of one year following the
Termination Date, Executive agrees, for his own interests or while acting on
behalf of others, not to solicit, induce, or attempt to induce, any employee,
contractor, vender, or customer of Willbros or its affiliates to terminate their
relationship or cease doing business with Willbros or its
affiliates.

    


    14.     Protection of Willbros'
Information.  All records, files, and other data, including but
not limited to, business plans, contracts, employee information, customer lists,
pricing models, vender data, and financial reports and projections, relating to
the businesses of Willbros and its affiliates, which Executive has used,
prepared or come in contact with during his employment by Willbros are the sole
property of Willbros and shall be treated as confidential ("Confidential
Information"). Executive agrees that he will not, directly or indirectly,
disclose any Confidential Information to any third person, except pursuant to
court order or as a result of valid government subpoena.  In the case
of any such court-ordered or government compelled disclosure, Executive will
provide Willbros with immediate written notice of the order or
subpoena.

    


    
      
         

      

      
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    15.     Non-disparagement.  Except
as otherwise required by law, both Executive and Willbros shall respond to any
inquiry concerning the termination of Executive’s employment by stating that the
departure was mutually agreed upon between Executive and
Willbros.  Neither party shall make any public statements or releases
to the media disparaging of the other (including the management of Willbros or
its affiliates, and its or their respective business plans, forecasts, or
financial condition).  Nothing contained herein shall prevent
Executive from using any truthful, non-confidential information about Willbros
and his employment in order to obtain employment.

    


    16.     Indemnification; Continued
Cooperation.  Nothing in this Agreement shall affect any of
Executive's rights or obligations with respect to indemnification or director
and officer liability insurance coverage to which Executive is entitled or
subject in his capacity as a former officer of Willbros, a former officer of WGI
or a former officer or director of certain WGI affiliates, whether under that
certain Indemnification Agreement between WGI and Executive or
otherwise.

    


    Executive
agrees to assist Willbros, its affiliates and their respective attorneys in any
litigation, claim, dispute, or governmental investigation brought by or against
Willbros or its affiliates as to which Executive may have knowledge of the facts
and circumstances.  Executive agrees to immediately notify Willbros
upon receipt of any subpoena or deposition notice compelling his testimony
related to matters arising out of his employment with
Willbros.  Subject to Section 17, Willbros shall reimburse Executive
for all reasonable expenses incurred in complying with this
provision.

    


    17.     Legal Defense Counsel and Related
Defense Costs.  Subject to the conditions set forth herein,
Willbros hereby confirms that it will continue to make available to Executive
and bear the cost of legal counsel to assist Executive with Executive's
preparation for, and appearance, at any interviews or testimony requested by the
U.S. Securities and Exchange Commission (“SEC”) and/or the U.S. Department of
Justice (“DOJ”) in connection with the investigation of Willbros and its
affiliates recently concluded  by those agencies (the
“Investigation”).  Willbros is providing such legal counsel at its own
expense because (i) Executive was a former officer and employee of Willbros and
certain of its affiliates during the period under Investigation,  and
(ii) at the Termination Date it appears to Willbros that Executive's knowledge
and actions under review by the SEC and the DOJ do not indicate that Executive
engaged in self enrichment or otherwise acted improperly.

    


    This
undertaking by Willbros as described in this Section 17 is subject to change if
it is later determined that Executive engaged in actions which (i) were improper
in the view of the SEC and/or the DOJ, or (ii) could have reasonably been
expected by Executive to have been contrary to the best interests of
Willbros.  Accordingly, this undertaking is not an irrevocable
undertaking by Willbros to indemnify Executive in the future for all legal costs
or fines or penalties that Executive may incur in connection with the
Investigation or legal proceedings related thereto.  In general, those
future determinations, if any, will be made on the basis of the terms of this
undertaking, applicable law and the relevant facts and circumstances established
during the Investigation which relate to the matters for which Executive is then
seeking indemnity.

    


    
      
         

      

      
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    For the
reasons stated above, this undertaking shall not be deemed to be a waiver of any
such rights or defenses in connection with such future indemnification
determinations by Willbros in respect of Executive's particular status in the
Investigation.  If Willbros or its legal counsel at any time makes a
determination denying Executive future indemnification, Willbros will
immediately notify Executive in writing specifying in reasonable detail the
reasons supporting such a determination.

    


    This
undertaking by Willbros to make legal counsel available to Executive and to
defray, at the Termination Date, the costs and expenses incurred by Executive in
connection with the Investigation has arisen, in part, due to Executive's many
years of good and loyal service to Willbros.  Accordingly, these
amounts constitute expenses for a business purpose and are not personal
expenses.  Payment of these amounts is not intended to be, and
Willbros expressly stipulates that they are not, a "personal loan" under Section
402 of the Sarbanes-Oxley Act.

    


    18.     Acknowledgment.  Executive
acknowledges that among other rights which he is waiving by entering into this
Agreement is the right to bring an action pursuant to the Age Discrimination in
Employment Act ("ADEA") and similar state statutes. The following admonitions
and rights have been negotiated by the parties in order to insure full
compliance with the requirements of the ADEA for a valid waiver of
claim:

    


     
a)       Executive has been advised to
discuss the terms of this Agreement with an attorney before
signing.

    


     
b)      Executive has been extended a period of 21
days within which to consider this Agreement.

    


     
c)      For a period of seven (7) days following
Executive's execution of the Agreement, Executive may revoke the Agreement by
notifying Willbros, in writing, of his desire to do so.  After the
seven (7) day period has elapsed, this Agreement shall become effective and
enforceable.

    


     
d)      All or part of the sums paid by Willbros
hereunder is consideration to which Executive is not otherwise entitled under
any Willbros plan, program or prior agreement.

    


    
      
         

      

      
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    19.     No Admission of
Liability.  This Agreement and compliance with this Agreement
shall not be construed as an admission by Willbros of any liability whatsoever,
or as an admission by Willbros of any violation of the rights of Executive or
any other person, or any violation of any order, law, statute, duty or
contract.

    


    20.     Severability.  In
the event that any provision of this Agreement should be held to be void,
voidable, or unenforceable, the remaining portions herein shall remain in full
force and effect.  If any of the covenants set forth in Section 13 of
this Agreement and/or Section 3.4 of the Severance Plan are held to be
unreasonable, arbitrary, or against public policy, such covenants will be
considered divisible with respect to scope, time, and geographic area, and in
such lesser scope, time and geographic area, will be effective, binding and
enforceable against Executive.

    


    21.     Governing Law.  This
Agreement shall be governed by, and interpreted and enforced in accordance with,
the laws of the State of Texas, excluding any conflicts of law or other
provision that would require reference to the laws of another jurisdiction, and
the parties hereby agree to submit all disputes not amicably resolved to the
exclusive jurisdiction of the federal or state courts located in Harris County,
Texas.

    


    22.     Entirety and
Integration.  Upon the execution hereof by all the parties,
this Agreement shall constitute a single, integrated contract expressing the
entire agreement of the parties relative to the subject matter hereof and
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.

    


    23.     Authorization.  Each
person signing this Agreement as a party or on behalf of a party represents that
he or she is duly authorized to sign this Agreement on such party's behalf, and
is executing this Agreement voluntarily, knowingly, and without any duress or
coercion.

    


    
      	
              WILLBROS

            	 
      	
              EXECUTIVE

            
	 
      	 
      	 
      
	
              By: 

            	
               /s/ Dennis G.
    Berryhill

            	 
      	
              /s/ John K. Allcorn

            
	
               Name:
      Dennis G. Berryhill

            	 
      	
              John
      K. Allcorn

            
	
               Title:
      Vice President

            	 
      	
              Date:  November
      21, 2008

            
	
               Date:  November
      21, 2008

            	 
      	 
      


    

    


    
      
         

      

      
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