Unassociated Document


    EXHIBIT 10.30 

    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of
December, 2008, between Willbros USA, Inc., a Delaware corporation (the
“Corporation”), and Van A. Welch (the “Executive”).

    


    RECITALS

    


    WHEREAS, the Executive and the
Corporation entered into an Employment Agreement on August 28, 2006 (the
"Employment Agreement");

    


    WHEREAS,
in connection with the Employment Agreement, the Executive became Senior Vice
President and Chief Financial Officer of each of the Corporation and Willbros
Group, Inc., a Republic of Panama corporation (“WGI”);

    


    WHEREAS,
in connection with the Employment Agreement, while the operational requirements
of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as
amended (the "Code"), have been strictly followed, pursuant to Treasury
Regulations and notices issued by the Department of the Treasury, the
Corporation and the Executive have until December 31, 2008, to cause the
Employment Agreement to conform to the documentary requirements of Section 409A
and Treasury Regulations issued thereunder for those benefits that constitute
deferred compensation subject to Section 409A; and

    


    WHEREAS,
the Corporation and the Executive wish to conform the Employment Agreement to
the documentary requirements of Section 409A for those benefits that constitute
deferred compensation subject to Section 409A;

    


    NOW THEREFORE, in consideration of the
mutual covenants and representations contained herein, and the mutual benefits
derived herefrom, the parties agree that the Employment Agreement is hereby
amended and restated as follows:

    


    ARTICLE
I

    FULL-TIME EMPLOYMENT OF
EXECUTIVE

    


    1.1           DUTIES AND
STATUS.

    


    (a)           The
Corporation hereby engages the Executive as a full-time executive employee for
the period specified in Section 4.1 below (the “Employment Period”), and the
Executive accepts such employment, on the terms and conditions set forth in this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
Executive shall serve as Senior Vice President and Chief Financial Officer of
the Corporation and WGI.  He shall report to the Chief Executive
Officer of the Corporation and WGI, but to no other person or body.

    


    (c)           In
addition to the Executive’s performance of his day to day executive and
operating responsibilities referred to in Section 1.1(b) above, the Executive
shall work diligently and closely with the Chief
Executive Officer during the Employment Period to further develop, refine, and
implement WGI’s strategic plan consistent with the annual budget(s) and other
objectives approved by the Board of Directors of WGI (the
"Board").

    


    (d)           Throughout
the Employment Period, the Executive shall devote substantially all his full
time and efforts to the business of the Corporation and WGI and will not engage
in consulting work or any trade or business for his own account or for or on
behalf of any other person, firm or corporation which competes, conflicts or
interferes with the performance of his duties under this Agreement in any
way.

    


    (e)           Except
for reasonable business travel, the Executive shall be required to perform the
services and duties provided for in this Section 1.1 only at the principal
offices of the Corporation in the Houston, Texas, metropolitan
area.  Throughout the Employment Period, the Executive shall be
entitled to vacation and leave for illness or temporary disability in accordance
with the Corporation’s policies for its senior executive officers.

    


    1.2           COMPENSATION AND GENERAL
BENEFITS.  In consideration of the Executive foregoing other
business opportunities and agreeing with the Corporation and WGI to perform the services described in this
Agreement, the Executive shall be compensated as follows:

    


    (a)           
For the remainder of Employment Period the Corporation shall pay the Executive a
base salary of  four hundred eight  thousand dollars ($408
,000) per year.  The Executive will be eligible for increases in such
base salary  based on merit and commensurate with increases made in
the base salary of other executive officers.  Such salary shall be
payable in periodic equal installments pursuant to the Corporation’s executive
payroll system.

    


    (b)           Throughout
the Employment Period, the Executive shall be entitled to participate in such
retirement, bonus, disability, life, sickness, accident, dental, medical and
health benefits and other employee benefit programs, plans and arrangements of
the Corporation which are in effect immediately prior to the date of this
Agreement, and in any successor or additional employee benefit programs, plans
or arrangements which may be established by the Corporation, as and to the
extent any such employee benefit programs, plans and arrangements are or may
from time to time be in effect.

    


    1.3           BONUS.  The
Executive shall be eligible for bonus consideration annually at the sole
discretion of the Board.  The maximum annual bonus for which the
Executive is eligible is an amount equal to one hundred twenty-five percent
(125%) of his base salary.  The Board, in considering the bonus, if
any, payable to the Executive for a year shall consider the financial
performance of the Corporation, the individual performance of the Executive and
the bonuses, if any, awarded to other executive officers of the Corporation, as
well as any other matters the Board deems it appropriate to consider in making
its determinations.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
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    1.4           RESTRICTED STOCK
AWARD. In consideration of the Executive foregoing other business
opportunities and agreeing to accept employment with the Corporation and WGI and
to perform the services described in this Agreement, the Executive is hereby
awarded and will be awarded the number of shares of common stock, par value $.05
per share (“common stock”), of WGI (“restricted stock shares”) on the dates
indicated below, subject to (i) all of the terms and provisions of the WGI 1996
Stock Plan, (ii) the Executive’s execution and delivery of Restricted Stock
Award Agreements substantially in the form of Exhibit A attached hereto,
and (iii) Section 4.3 below:

    


    
      
        
          
            	
                    Date of Award

                  	 
      	
                    Number of Restricted Stock
      Shares

                  
	 
      	 
      	 
      
	
                    August
      28, 2006

                  	 
      	
                    40,000

                  
	
                    August
      28, 2007

                  	 
      	
                    25,000

                  
	
                    August
      28, 2008

                  	 
      	
                    25,000

                  
	
                    August
      28, 2009

                  	 
      	
                    25,000

                  
	
                    August
      28, 2010

                  	 
      	
                    25,000

                  


          

        

      

    

    


    The
Executive's rights in (i) the August 28, 2006 restricted stock shares shall vest
with respect to 20,000 shares on January 1, 2007 and with respect to 20,000
shares on January 1, 2008, (ii) the August 28, 2007 restricted stock shares
shall vest with respect to 8,333 shares on each of August 28, 2008 and August
28, 2009, and with respect to 8,334 shares on August 28, 2010, (iii) the August
28, 2008 restricted stock shares shall vest with respect to 8,333 shares on each
of August 28, 2009 and August 28, 2010, and with respect to 8,334 shares on
August 28, 2011, (iv) the August 28, 2009 restricted stock shares shall vest
with respect to 12,500 shares on each of August 28, 2010, and August 28, 2011,
and (v)  the August 28, 2010 restricted stock shares shall vest with
respect to 25,000 shares on August 28, 2011.

    


    1.5           GRANT OF STOCK
OPTIONS.  In consideration of the Executive foregoing other
business opportunities and agreeing to accept employment with the Corporation
and WGI and to perform the services described in this Agreement,
contemporaneously with the execution and delivery of this Agreement the
Executive will be granted an option to purchase up to 50,000 shares of common
stock subject to (i) all of the terms and provisions of the WGI 1996 Stock Plan,
(ii) the Executive’s execution and delivery of a Stock Option Agreement
substantially in the form of Exhibit B attached hereto, and (iii) Section
4.3 below.  The Executive's right to exercise such stock option and
purchase the shares of common stock shall vest in four equal installments of
12,500 shares each on each of August 28, 2007, August 28, 2008, August 28, 2009,
and August 28, 2010.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
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    1.6           GROSS-UP
PAYMENT.  Notwithstanding anything to the contrary in this
Agreement, if any of the payments or benefits which the Executive has the right
to receive from the Corporation (the “Payments”) are later determined to be
subject to the tax imposed by Section 409A of the Code, or any interest or
penalties with respect to such tax (such tax, together with any such interest or
penalties, are hereinafter collectively referred to as the “409A Tax”), the
Corporation shall pay to the Executive an additional payment (a “Gross-up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any income tax imposed on any Gross-up Payment, the Executive retains an amount of the Gross-up
Payment equal to the 409A Tax imposed upon the Payments.  The
Compensation Committee of the Board shall make an initial determination as to
whether a Gross-up Payment is required and the amount of any such Gross-up
Payment. The Corporation's payment of any amount due to the Executive by reason
of this Section 1.6 shall be made promptly after the Compensation Committee
makes its determination, but in any event no later than December 31 of the year
following the year in which the Executive makes his payment of the 409A Tax to
the Internal Revenue Service.

    


    The
Executive shall notify the Corporation immediately in writing of any claim by
the Internal Revenue Service which, if successful, would require the Corporation
to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any,
initially determined by the Compensation Committee of the Board) within five
days of the receipt of such claim.  The Corporation shall notify the
Executive 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 Corporation decides to contest such claim, then the
Executive shall cooperate fully with the Corporation in such action; provided,
however, the Corporation shall bear and pay all costs and expenses (including
additional interest and penalties) incurred in connection with such action and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
409A Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of the Corporation’s action.  If, as a result of
the Corporation’s action with respect to a claim, the Executive receives a
refund of any amount paid by the Corporation with respect to such claim, then
the Executive shall promptly pay such refund to the Corporation.  If
the Corporation fails to timely notify the Executive whether it will contest
such claim or the Corporation determines not to contest such claim, then the
Corporation shall immediately pay to the Executive the portion of such claim, if
any, which it has not previously paid to the Executive.

     

    ARTICLE
II

    COMPETITION AND CONFIDENTIAL
INFORMATION

    


    2.1           COMPETITION AND CONFIDENTIAL
INFORMATION.  The Executive and the Corporation recognize that,
due to the nature of his association with the Corporation and WGI and of his
engagements hereunder, and the relationship of the Executive to the Corporation
and WGI, as an executive in the future hereunder, the Executive will have access
to and will acquire, and may assist in developing, confidential and proprietary
information relating to the business and operations of the Corporation, WGI, and
their affiliates, including but not limited to, information with respect to
present and prospective business plans, financing arrangements, marketing
projections, customer lists, contracts and proposals.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
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    The Executive acknowledges that such
information has been and will continue to be of central importance to the
business of the Corporation, WGI, and their affiliates and that disclosure or
use by others could cause substantial loss to the Corporation, WGI, and their
affiliates.  The Executive and the Corporation also recognize that an
important part of the Executive’s duties will be to develop goodwill for the
Corporation, WGI, and their affiliates through his personal contact with
vendors, customers, subcontractors, and others sharing business relationships
with the Corporation, WGI, and their affiliates, and that there is a danger that
this goodwill, a proprietary asset of the Corporation, WGI and their affiliates,
may follow the Executive if and when his employment relationship with the
Corporation is terminated.

    


    The Executive accordingly agrees that,
during the Employment Period the Executive will not either individually or as
owner, partner, agent, employee, or consultant engage in any activity
competitive with the onshore and offshore pipeline, engineering and construction
businesses of the Corporation, WGI, or any of their affiliates or with any other
lines of material business activity of the Corporation, WGI, or any of their
affiliates that commence during the Employment Period, and will not directly or
indirectly solicit any employee to leave the employment of the Corporation, WGI,
or any of their affiliates.

    


    Nothing in this Article II shall be
construed to prevent the Executive from owning, as an investment, not more than
one percent (1%) of a class of equity securities issued by any issuer and
publicly traded and registered under Section 12 of the Securities Exchange Act
of 1934.

    


    2.2           NON-DISCLOSURE.  At
all times after the date of this Agreement, the Executive will keep confidential
any confidential or proprietary information of the Corporation, WGI, and their
affiliates which is now known to him or which hereafter may become known to him
as a result of his employment or association with the Corporation, WGI, and
their affiliates and shall not at any time directly or indirectly disclose any
such information to any person, firm or corporation, or use the same in any way
other than in connection with the business of the Corporation, WGI, and their
affiliates.  For purposes of this Agreement, “confidential or
proprietary information” means information unique to the Corporation, WGI, and
their affiliates which has a significant business purpose and is not known or
generally available from sources outside the Corporation, WGI and their
affiliates or typical of industry practice.  This Section 2.2 shall
survive the termination of this Agreement.

    


    ARTICLE
III

    (Intentionally
Omitted)

    


    ARTICLE
IV

    EMPLOYMENT
PERIOD

    


    4.1           DURATION.  The
Employment Period shall commence on August 28, 2006 and shall terminate on
August 27, 2011.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
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    4.2           EARLY
TERMINATION.  This Agreement shall be terminated prior to the
end of the Employment Period for the following reasons or upon the occurrence of
the following events:

    


    (a)           Termination
of the employment of the Executive by the Corporation without cause or through
constructive discharge, as described in Section 4.4(a) below;

    


    (b)           Discharge
of the Executive for cause, as described in Section 4.4(b) below;

    


    (c)           Death
of the Executive;

    


    (d)           Total
disability of the Executive, as described in Section 4.4(c) below;

    


    (e)           Voluntary
resignation of the Executive; or

    


    (f)           “Change
in Control” as that term is defined in the Willbros Group, Inc. Severance Plan
as Amended and Restated effective September 25, 2003, or as it may be
amended and/or extended hereafter (the “Severance Plan”), but substituting in
such definition the Corporation for WGI; provided,
however, that any event, transaction, or series of events or transactions that
would constitute a Change in Control under such definition and which relates to,
results from or constitutes a part of the insolvency of, or a bankruptcy,
bankruptcy reorganization, or receivership of the Corporation shall not
constitute a Change in Control or otherwise operate to trigger the obligation to
pay amounts otherwise payable upon the early termination of this Agreement; and
provided that such event, transaction, or series of events or transactions also
constitutes a "change in the ownership or effective control of the Corporation,
or in the ownership of a substantial portion of the assets of the Corporation"
as such terms are defined in Treasury Regulations prescribed under Section 409A
of the Code.

    


    
      	
               
      

            	
              4.3

            	
              COMPENSATION AND/OR
      BENEFITS FOLLOWING EARLY
TERMINATION.

            


    

    


    (a)           In
the event of an early termination of this Agreement due to the Corporation’s
involuntary termination of the Executive’s employment without cause, or due to a
constructive discharge of the Executive, or due to a Change in Control, the
Corporation shall pay to the Executive and provide him with the
following:

    


    (i)           Subject
to Sections 4.3(i) and 4.3(j) below, during the remainder of the Employment
Period, the Corporation shall continue to pay the Executive his base salary at
the rate specified in Section 1.2(a) above,

    


    (ii)           Subject
to Sections 4.3(i) and 4.3(j) below, during the remainder of the Employment
Period, the Executive shall, to the extent legally permissible, continue to be
entitled to all benefits and benefit payment options under all of the employee
benefit programs, plans or arrangements of the Corporation described in Section
1.2(b) above as if he were still employed during such period under this
Agreement, and which have accrued as of the time of the termination of this
Agreement under the WGI 1996 Stock Plan, and

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (iii)           A
cash bonus in an amount determined as if the Corporation and the Executive had
exceeded the performance goals, if any, set forth by the Board for the Executive
to receive the maximum cash bonus for which the Executive is eligible under
Section 1.3 above for each of the uncompleted years remaining in the Employment
Period at the time of the termination of this Agreement which cash bonus shall
be payable as provided in Sections 4.3(i) and 4.3(j) below.

    


    (b)           In
the event of an early termination of this Agreement because of the voluntary
resignation of the Executive or termination of the Executive’s employment for
cause, the Executive will receive his base salary through the date of such
voluntary resignation or termination of the
Executive’s employment for cause, the Executive shall receive no cash bonuses
under Section 1.3 above for any years remaining in the Employment Period which
have not ended as of the date of such voluntary resignation or termination of
the Executive's employment for cause, and the Executive and his
dependents and beneficiaries will receive, subject to Sections 4.3(i) and 4.3(j)
below, such benefits as they may be entitled under the terms of the WGI 1996
Stock Plan and the employee benefit programs, plans and arrangements of the
Corporation described in Section 1.2(b) above which provide benefits upon
retirement, resignation or discharge for cause, as the case may be.

    


    (c)           In
the event of an early termination of this Agreement because of the death of the
Executive, the Executive’s dependents, beneficiaries and estate, as the case may
be, will be entitled to and shall receive (i) the Executive’s base salary at the
rate specified in Section 1.2(a) above through the date of the Executive’s
death, (ii) an amount in cash determined as if the Corporation and the Executive
had met or exceeded the performance goals, if any, set forth by the Board for
the Executive to receive the maximum cash bonus for which the Executive is
eligible under Section 1.3 above for the year in which the Executive's death
occurs payable within two and one-half months after the date of the Executive's
death, but no other amounts in respect of the potential cash bonuses established
by the Board, and (iii) such survivor and other benefits, including but not
limited to health care continuation benefits, as they may be entitled under the
terms of the employee benefit programs, plans and arrangements described in
Section 1.2(b) above which provide benefits upon the death of the Executive and
under the WGI 1996 Stock Plan.

    


    (d)           In
the event of an early termination of this Agreement because of the total
disability of the Executive, the Executive, and his dependents, beneficiaries
and estate, as the case may be, will be entitled to and shall receive (i) the
Executive’s base salary at the rate specified in Section 1.2(a) above through
the date of the Executive’s termination of employment with the Corporation, (ii)
an amount in cash determined as if the Corporation and the Executive had met or
exceeded the performance goals, if any, set forth by the Board for the Executive
to receive the maximum cash bonus for which the Executive is eligible under
Section 1.3 above for the year in which the Executive's termination of
employment with the Corporation occurs payable within two and one-half months
after the date of the Executive's termination of employment, but no other
amounts in respect of the potential cash bonuses established by the Board, and
(iii) subject to Sections 4.3(i) and 4.3(j) below, such benefits, including but
not limited to health care continuation benefits, as they may be entitled under
the terms of the employee benefit programs, plans and arrangements described in
Section 1.2(b) above which provide benefits upon total disability of the
Executive and under the WGI 1996 Stock Plan.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (e)           The
early termination of this Agreement as described in Section 4.2 above shall not
preclude the Executive’s participation in such benefits as may be available to
him under the Severance Plan, if any; provided, however, the value of any
compensation and/or benefits payable under the Severance Plan shall not be
duplicative of amounts paid under this Agreement, and such amounts payable under
the Severance Plan shall be offset against the value of any compensation or
benefits payable to the Executive under this Agreement, and vice
versa.

    


    (f)           The
Executive shall not be required to mitigate the amount of any payment provided
for in this Section 4.3 by seeking employment or otherwise, nor shall the amount
of any payment provided for in this Section 4.3 be reduced by any compensation
or remuneration earned by the Executive as the result of employment with another
employer, or self-employment, or as a partner, after the date of termination or
otherwise.

    


    (g)           In
the event of an early termination of this Agreement other than pursuant to
Section 4.2(b) or 4.2(e) above, the Executive shall be entitled to all rights
which have accrued under the WGI 1996 Stock Plan as of the time of the
termination of this Agreement and immediate vesting or immediate granting and
vesting, as the case may be, of all restricted stock and stock options that have
been awarded or are to be awarded as future grants pursuant to Sections 1.4 and
1.5 above.

    


    (h)           Each
payment to the Executive of an amount following his termination shall constitute
a "separate payment" for purposes of Section 409A of the Code.

    


    (i)           Any
payments to be made under this Agreement to the Executive upon his termination
of employment with the Corporation, and the timing of such payments, shall be
made only at such time the Executive shall have realized a "separation from
service" (as such term is defined in Treasury Regulations prescribed under
Section 409A of the Code) with the Corporation and all entities which would be
included with the Corporation as the "service recipient" under the definition of
such term in such Treasury Regulations.

    


    (j)           All
amounts or benefits payable to the Executive hereunder following his termination
that are payable more than two and one-half months and less than six months
following such termination shall be paid on the day that is six months and one
day following the date of his termination and all other amounts or benefits
payable to the Executive hereunder following his termination shall be paid on
the regular payroll payment dates of the Corporation for payment of such amounts
or benefits.

    


    4.4           DEFINITIONS.  The
following words shall have the specified meanings when used in the Sections
specified:

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (a)           In
Sections 4.2 and 4.3 above, the term “termination” means a "separation from
service", as such term is defined in Treasury Regulations prescribed under
Section 409A of the Code, and, for purposes of Section 4.2(a) and 4.3(a) above,
a termination of the Executive's employment with the Corporation (i) by the
Corporation for any reason other than death or total disability of the
Executive, or for cause, or (ii) by resignation of the Executive due to a
significant change in the nature or scope of his authorities or duties from
those contemplated in Section 1.1 above, a reduction in total compensation from
that provided in Section 1.2 above, or the material breach by the Corporation of
any other provision of this Agreement (such as a material diminution in
compensation, a material diminution in authority, duties, or responsibilities, a
material diminution in the authority, duties, or responsibilities of the person
to whom the Executive reports, a material diminution in the budget over which
the service provider retains authority, or a material change in the geographic
location at which the Executive must perform services) (x) without the
Executive's consent, (y) if such event is described in section 1.409A-1(n)(2)(A)
of the Treasury Regulations and (z) the notice requirements of Treasury
Regulation section 1.409-1A(n)(2)(C) are satisfied (a "constructive
discharge").

    


    (b)           In
Sections 4.2(b), 4.3(a) and 4.3(b) above, the term “cause” means substantial
non-performance of his job responsibilities after the Executive has been
provided written notice of such non-performance and a reasonable time period,
not to exceed three months, has passed without substantial correction of such
non-performance, or the Executive engaging in conduct such that a reasonable
person would view the same as compromising the moral and/or ethical principles
of the Corporation, the Executive's conviction for a felony, proven or admitted
fraud, misappropriation, theft or embezzlement by the Executive, the Executive's
inebriation or use of illegal drugs in the course of, related to or connected
with the business of the Company or any of its subsidiaries, or the Executive's
engaging in misconduct that is materially injurious to the Company or any of its
subsidiaries, monetarily or otherwise, or the breach by the Executive of his
obligations under Sections 2.1 and 2.2 above, or, at the discretion of the
Board, the Executive's indictment for a crime in connection with his services
before the date of this Agreement as an employee for any employer.

    


    (c)           In
Sections 4.2(d) and 4.3(d) above, the term “total disability” means a physical
or mental condition which (i) causes the Executive to be unable to perform
substantially all of the duties of his position hereunder for a period of six
(6) months or more as determined by the WGI’s Board of Directors and (ii)
constitutes a "separation from service", as such term is defined in Treasury
Regulations prescribed under Section 409A of the Code.

    


    ARTICLE
V

    NOTICES

    


    5.1           NOTICES.  Any
notices requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and if sent by registered or
certified mail to the Executive at the last address he has filed in writing with
the Corporation or, in the case of the Corporation, at its principal
offices.

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE
VI

    MISCELLANEOUS

    


    6.1           ENTIRE
AGREEMENT.  This Agreement constitutes the entire understanding
of the Executive and the Corporation with respect to the subject matter hereof
and supersedes any and all prior understandings on the subjects contained
herein, written or oral, and all amendments thereto, save and except for the
applicability and participation of the Executive in the Severance Plan and the
employee benefit plans and arrangements described in Section 1.2(b) above, and
the applicability of the terms and provisions of the WGI 1996 Stock Plan, the
Restricted Stock Award Agreements and Stock Option Agreements related to the
award of restricted stock shares and grant of stock options, respectively, to
the Executive; provided, however, this Agreement shall not diminish or otherwise
alter the inherent power and authority of the Board to amend, terminate, or
otherwise later modify the Severance Plan and/or other employee benefit plans or
arrangements available to any employee or group of employees as described in
this Section 6.1.

    


    6.2           MODIFICATION.  Except
as provided in the following two sentences, this Agreement shall not be varied,
altered, modified, canceled, changed, or in any way amended, nor any provision
hereof waived, except by mutual agreement of the parties in a written instrument
executed by the parties hereto or their legal
representatives.  Nothing in this Agreement shall affect the
Corporation’s and its affiliates’ rights to amend or terminate any of their
employee benefit plans, as permitted under applicable law and the respective
terms of such plans.  The parties agree to further amend this
Agreement in the event that an amendment is necessary or desirable to address
the requirements of Section 409A of the Code.

     

    6.3           SEVERABILITY.  In
the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect,
provided, that if the unenforceability of any provision is because of the
breadth of its scope, the duration of such provision or the geographical area
covered thereby, the parties agree that such provision shall be amended, as
determined by the court, so as to reduce the breadth of the scope or the
duration and/or geographical area of such provision such that, in its reduced
form, said provision shall then be enforceable.

    


    6.4           GOVERNING
LAW.  The provisions of this Agreement shall be construed and
enforced in accordance with the laws of the State of Texas, without regard to
any otherwise applicable principles of conflicts of laws.

    


    6.5           ECONOMIC
BENEFIT.  The Executive will be compensated for any change made to
conform  the Employment Agreement to this Agreement and the
requirements of Section 409A of the Code if such change ultimately results in
the diminution of the net economic benefit realized by the Executive under this
Agreement, to the extent not contrary to law .

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
executed and delivered this Agreement on the date first above
written.

    


    
      
        
          
            
              
                
                  
                    	
                            WILLBROS
      USA, INC.

                          
	 
      	 
      
	
                            By:

                          	
                            /s/ Dennis G. Berryhill

                          
	
                            Name:

                          	
                            Dennis
      G. Berryhill

                          
	
                            Its:

                          	
                            Vice
      President and Secretary

                          
	 
      	 
      
	
                            EXECUTIVE

                          
	 
      	 
      
	
                            /s/ Van A. Welch

                          
	 
      	
                            Van
      A.
Welch

                          


                  

                

              

            

          

        

      

    

    


    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and Van A. Welch

    Dated
December 31, 2008


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    

    


    EXHIBIT
A

    


    to the
Employment Agreement dated August 28, 2006

    by and
between

    Willbros
USA, Inc. and Van A. Welch

    


    WILLBROS
GROUP, INC.

    RESTRICTED
STOCK AWARD AGREEMENT

    


    August
28, 2006

     

    Mr. Van
A. Welch

    4400 Post
Oak Parkway, Suite 1000

    Houston,
Texas 77027

    


    Dear
Van:

    


    1.           Restricted
Stock Award.  Willbros Group,
Inc., a Republic of Panama corporation (the “Company”), hereby grants to you an
aggregate of 40,000 shares of Common Stock, par value $.05 per share, of the
Company (the “Restricted Shares”).  This award is subject to your
acceptance of and agreement to all of the applicable terms, conditions, and
restrictions described in the Company’s 1996 Stock Plan, as amended (the
“Plan”), a copy of which, along with the Prospectus for the Plan, are attached
hereto, and to your acceptance of and agreement to the further terms,
conditions, and restrictions described in this Restricted Stock Award Agreement
(this “Award Agreement”).  To the extent that any provision of this
Award Agreement conflicts with the expressly applicable terms of the Plan, it is
hereby acknowledged and agreed that those terms of the Plan shall control and,
if necessary, the applicable provisions of this Award Agreement shall be hereby
deemed amended so as to carry out the purpose and intent of the
Plan.

    


    2.           Possession
of Certificates.  The Company shall
issue a certificate or certificates for the Restricted Shares in your name and
shall retain the certificate(s) for the period during which the restrictions
described in Section 4(b) are in effect.  You shall execute and
deliver to the Company a stock power or stock powers in blank for the Restricted
Shares.  You hereby agree that the Company shall hold the
certificate(s) for the Restricted Shares and the related stock power(s) pursuant
to the terms of this Award Agreement until such time as the restrictions
described in Section 4(b) lapse as described in Section 5 or the
Restricted Shares are canceled pursuant to the terms of
Section 4(b).

    


    3.           Ownership
of Restricted Shares.  You shall be
entitled to all the rights of absolute ownership of the Restricted Shares,
including the right to vote such shares and to receive dividends therefrom if,
as, and when declared by the Company’s Board of Directors, subject, however, to
the terms, conditions, and restrictions described in the Plan and in this Award
Agreement.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    4.           Restrictions.

    


    (a)           Your
ownership of the Restricted Shares shall be subject to the restrictions set
forth in subsection (b) of this Section until such restrictions lapse
pursuant to the terms of Section 5, at which time the Restricted Shares
shall no longer be subject to the applicable restrictions.

    


    (b)           The
restrictions referred to in subsection (a) of this Section are as
follows:

    


    (1)           At
the time of your “Termination of Employment” (as defined in Section 10(b)),
other than a Termination of Employment that occurs as a result of an event
described in Section 5(b)(1) or a Termination of Employment that is
described in Section 5(b)(2), you shall forfeit the Restricted Shares to
the Company and all of your rights thereto shall terminate without any payment
of consideration by the Company.  If you forfeit any Restricted Shares
and your interest therein terminates pursuant to this paragraph, such Restricted
Shares shall be canceled.

    


    (2)           You
may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares.

    


    5.           Lapse of
Restrictions.

    


    (a)           The
restrictions described in Section 4(b) shall lapse with respect to 20,000
of the Restricted Shares on January 1, 2007 and the last 20,000 of the
Restricted Shares on January 1, 2008.  Following the lapse of such
restrictions with respect to any Restricted Shares, such Restricted Shares shall
no longer be subject to the restrictions described in
Section 4(b).

    


    (b)           Notwithstanding
the provisions of subsection (a) of this Section, the restrictions
described in Section 4(b) shall lapse with respect to all the Restricted
Shares at the time of the occurrence of any of the following
events:

    


    (1)           Your
death, “Disability” (as defined in the Plan) or “Retirement” (as defined in
Section 10(c));

    


    (2)           Your
Termination of Employment, but only if such Termination of Employment is the
result of a dismissal or other action by the Company or any of its Subsidiaries
and does not constitute a “Termination for Cause” (as defined in
Section 10(a));  or

    


    (3)           A
“Change of Control” (as defined in the Plan) of the Company.

    


    6.           Agreement
With Respect to Taxes; Share Withholding.

    


    (a)           You
agree that (1) you will pay to the Company or a Subsidiary, as the case may
be, or make arrangements satisfactory to the Company or such Subsidiary
regarding the payment of any foreign, federal, state, or local taxes of any kind
required by law to be withheld by the Company or any of its Subsidiaries with
respect to the Restricted Shares, and (2) the Company or any of its
Subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payments of any kind otherwise due to you any foreign, federal, state,
or local taxes of any kind required by law to be withheld with respect to the
Restricted Shares.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    (b)           With
respect to withholding required upon the lapse of restrictions or upon any other
taxable event arising as a result of the Restricted Shares awarded, you may
elect, subject to the approval of the committee of the Board of Directors of the
Company that administers the Plan, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Restricted Shares having a Fair
Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be withheld on the transaction.  All
such elections shall be irrevocable, made in writing, signed by you, and shall
be subject to any restrictions or limitations that such committee, in its sole
discretion, deems appropriate.

    


    7.           Adjustment
of Shares.  The number of
Restricted Shares subject to this Award Agreement shall be adjusted as provided
in Section 13 of the Plan.  Any shares or other securities
received by you as a stock dividend on, or as a result of stock splits,
combinations, exchanges of shares, reorganizations, mergers, consolidations or
otherwise with respect to the Restricted Shares shall have the same terms,
conditions and restrictions and bear the same legend as the Restricted
Shares.

    


    8.           Agreement
With Respect to Securities Matters.  You agree that
you will not sell or otherwise transfer any Restricted Shares except pursuant to
an effective registration statement under the U.S. Securities Act of 1933,
as amended, or pursuant to an applicable exemption from such
registration.

    


    9.           Restrictive
Legend.  You hereby
acknowledge that the certificate(s) for the Restricted Shares will bear a
conspicuous legend referring to the terms, conditions, and restrictions
described in the Plan and this Award Agreement.  Any attempt to
dispose of any Restricted Shares in contravention of the terms, conditions, and
restrictions described in the Plan or this Award Agreement shall be
ineffective.

    


    10.           Certain
Definitions.  As used in this
Award Agreement, the following terms shall have the respective meanings
indicated:

    


    (a)           “Termination
for Cause” shall mean a Termination of Employment as a result of (1) your
willful and continued failure substantially to perform your duties (other than
any such failure resulting from your incapacity due to physical or mental
illness), (2) your conviction for a felony, proven or admitted fraud,
misappropriation, theft or embezzlement by you, your inebriation or use of
illegal drugs in the course of, related to or connected with the business of the
Company or any of its Subsidiaries, or your willful engaging in misconduct that
is materially injurious to the Company or any of its Subsidiaries, monetarily or
otherwise, or (3) if you have entered into an employment agreement or
contract with the Company or any of its Subsidiaries, any other action or
omission that is identified in such agreement or contract as giving rise to
“Cause” for the termination of your employment with the Company or any of its
Subsidiaries.

    


    (b)           “Termination
of Employment” shall mean the termination of your full-time employment with the
Company or any of its Subsidiaries for any reason other than your death,
Disability or Retirement.

    


    (c)           “Retirement”
shall mean the voluntary termination of your full-time employment with the
Company or any of its Subsidiaries after you are at least 62 years of age and
have a minimum of four consecutive years of continuous service with the Company
or any of its Subsidiaries.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    Capitalized terms used in this Award
Agreement and not otherwise defined herein shall have the respective meanings
provided in the Plan.

    


    If you accept this Restricted Stock
Award and agree to the foregoing terms and conditions, please so confirm by
signing and returning the duplicate copy of this Award Agreement enclosed for
that purpose.

    


    
      
        
          	
                  WILLBROS
      GROUP, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Dennis G. Berryhill  

                
	
                  Name:

                	
                  Dennis
      G. Berryhill

                
	 
      	
                  Secretary

                


        

      

    

    


    The foregoing Restricted Stock Award is
accepted by me as of the 28th day of
August, 2006, and I hereby agree to the terms, conditions, and restrictions set
forth above and in the Plan.

    


    
      
        	 
      /s/ Van A. Welch
	
                Van
      A. Welch

              


      

    


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    

    


    EXHIBIT
B

    


    to the
Employment Agreement dated August 28, 2006

    by and
between

    Willbros
USA, Inc. and Van A. Welch

    


    WILLBROS
GROUP, INC.

    NON-QUALIFIED
STOCK OPTION AGREEMENT

    


    THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this "Agreement") is made and entered into effective as of the 28th
day of August, 2006 ("Effective Date"), by and between WILLBROS GROUP, INC., a
Republic of Panama corporation (the "Company"), and Van A. Welch, an
individual ("Employee").

    


    WITNESSETH:

    


    WHEREAS, the Board of Directors of the
Company (the "Board") has adopted the Willbros Group, Inc. 1996 Stock Plan (the
"Plan") for the purpose of encouraging key employees of the Company and its
Subsidiaries (as defined in the Plan) to acquire stock ownership in the Company
and to continue in the employ of the Company and its Subsidiaries;
and

    


    WHEREAS, Van A. Welch is a key employee
of the Company or a Subsidiary, and the committee of the Board which administers
the Plan (the "Committee") desires to grant to Employee a non-qualified stock
option under the Plan;

    


    NOW, THEREFORE, in consideration of the
premises and the covenants and agreements herein contained, the parties hereto
hereby agree as follows:

    


    1.           GRANT OF
OPTION.   The Company hereby grants to Employee the right
and option to purchase from the Company, during the periods and on the terms and
conditions hereinafter set forth, an aggregate of 50,000 shares of its common
stock, par value $.05 per share ("Share" or "Shares"), at a price of $17.79 per
share, being the Fair Market Value (as defined in the Plan) of a Share on the
Effective Date (hereinafter, the "Option").

    


    2.           EXERCISE
PERIODS.   Subject to the terms of this Agreement, the
Option shall become exercisable, in whole or in part, only at the times and
during the periods and for the number of Shares set forth below:

    


    (a)           On
or after August 28, 2007, but no later than August 27, 2016, 12,500
Shares;

    


    (b)           On
or after August 28, 2008, but no later than August 27, 2016, 12,500
Shares;

    


    (c)           On
or after August 28, 2009, but no later than August 27, 2016, 12,500 Shares;
and

    


    (d)           On
or after August 28, 2010, but no later than August 27, 2016, 12,500
Shares.


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    Notwithstanding
the above exercise periods, the Option may become fully exercisable immediately
under certain circumstances set forth in the Plan and in the Employment
Agreement dated August 28, 2006, between Willbros USA, Inc. and
Employee.

    


    3.           EXERCISE OF
OPTION.   That portion of the Option which is exercisable
may be exercised, in whole or in part, by Employee only so long as Employee
remains, on or after the Effective Date, continuously in the employ of the
Company or any of its Subsidiaries except as otherwise provided by this
Agreement.  At the time of exercise, Employee shall deliver to the
Company a written notice duly signed by Employee stating the number of Shares as
to which the Option is being exercised at that time, together with payment for
the full exercise price of the Option with respect to said Shares  (a)
in cash (or certified or bank cashier's check payable to the order of the
Company); (b) by delivery of shares of common stock of the Company then owned by
Employee (such shares being valued at their Fair Market Value at the time of
such exercise); (c) by withholding by the Company of Shares from the Shares
issuable upon such exercise (such withheld Shares being valued at their Fair
Market Value at the time of such exercise); (d) in the discretion of the
Committee, by delivery of properly executed irrevocable instructions to a
securities broker (or, in the case of pledges, lender) to (i) sell Shares
subject to the Option and to deliver promptly to the Company a sufficient
portion of the proceeds of such sale transaction on behalf of Employee to pay
the exercise price of said Shares or (ii) pledge Shares subject to the Option to
a margin account maintained with such broker or lender, as security for a loan,
and such broker or lender, pursuant to irrevocable instructions, delivers to the
Company a sufficient portion of the loan proceeds to pay the exercise price of
said Shares; (e) by a combination of such methods; or (f) by other means that
the Committee deems appropriate; plus, in each case, any applicable withholding
tax thereon, whereupon certificates therefor will be issued to
Employee.  The minimum number of Shares which may be purchased at any
time by exercise of the Option is 100 Shares unless the number purchased is the
total number purchasable under the Option at that time.  The Option
shall not be exercisable with respect to fractions of a Share.  No
exercise or failure to exercise as to a portion of the Shares shall preclude a
later exercise or exercises as to additional portions.

    


    4.           EMPLOYMENT.   Nothing
contained in this Agreement shall confer upon Employee any right to continue in
the employ of the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any Subsidiary to terminate Employee's
employment at any time with or without cause.  A leave of absence
approved by the Company or any Subsidiary shall not be deemed an interruption of
continuous employment under the Plan or this Agreement.

    


    5.           THE PLAN AND
AMENDMENTS.   This Agreement shall be subject to the terms
and conditions of the Plan as presently constituted and as may be amended
hereafter from time to time, including the discretion therein provided to the
Committee.  Except as may be otherwise provided by the Plan,
amendments to the Plan shall constitute amendments to this Agreement and shall
be incorporated herein without the execution of any amendment or supplement
hereto by the parties.  The parties further agree to any amendment of
this Agreement, without the execution of any amendment or supplement, upon
notice from the Company to Employee that the terms and conditions of this
Agreement shall be amended to conform to any formal guidelines published by the
Secretary of the Treasury of the United States or his or her delegate
prescribing the requirements for non-qualified stock options.


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    6.           STOCKHOLDER RIGHTS PRIOR TO
EXERCISE OF OPTIONS.   Neither Employee nor any of
Employee's heirs, legal representatives or beneficiaries shall be deemed to have
any rights as a stockholder of the Company with respect to any Shares covered by
the Option until the date of the issuance by the Company of a certificate to
Employee for such Shares.

    


    7.           RIGHTS IN EVENT OF
TERMINATION OF EMPLOYMENT.

    


    (a)           In
the event of the death of Employee while in the employ of the Company or any of
its Subsidiaries, Employee's estate or beneficiaries shall have a period up to
the later of one year after Employee's death or 10 years after the date hereof
within which to exercise the Option, to the extent Employee could have exercised
the Option at the date of Employee's death, unless the Committee, in its sole
discretion, extends such period.  The Option, to the extent not
exercised during such period, shall terminate upon the expiration of such
period.

    


    (b)           In
the event of Employee's termination of employment with the Company and its
Subsidiaries by reason of Employee's Disability (as defined in that certain
Willbros USA, Inc. Long-Term Disability Plan as of January 1, 1995, and any
successor plan), Employee, or Employee's guardian or legal representative, shall
have a period up to the later of one year after commencement of Employee's
Disability or 10 years after the date hereof within which to exercise the
Option, to the extent Employee could have exercised the Option at the date of
commencement of Employee's Disability, unless the Committee, in its sole
discretion, extends such period.  The Option, to the extent not
exercised during such period, shall terminate upon the expiration of such
period.

    


    (c)           If
Employee's employment terminates as a result of Retirement (meaning retirement
from employment with the Company and its Subsidiaries in accordance with the
terms of a Company or Subsidiary retirement plan), Employee shall have a period
of up to five years from the date of Retirement (but not beyond 10 years after
the date hereof) within which to exercise the Option, to the extent Employee
could have exercised the Option at the date of Employee's Retirement, unless the
Committee, in its sole discretion, extends such period (but not beyond 10 years
after the date hereof).  The Option, to the extent not exercised
during such period, shall terminate upon expiration of such period.

    


    (d)           In
the event of termination of Employee's employment with the Company and its
Subsidiaries for any reason other than death, Disability or Retirement, as
described in paragraphs (a), (b) or (c) of this Section 7, Employee shall have a
period of up to three months from the date of termination of employment (but not
beyond 10 years after the date hereof) within which to exercise the Option, to
the extent Employee could have exercised the Option at the date of Employee's
termination of employment.  The Option, to the extent not exercised
during such period, shall terminate upon expiration of such period.

    


    8.           SHARES RESERVED;
TAXES.   The Company shall at all times during the term of
the Option reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.  The Company
shall pay all original issue taxes with respect to the issue of Shares pursuant
hereto and all other fees and expenses necessarily incurred in connection
therewith.


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    9.           INVESTMENT
REPRESENTATION.   Employee represents to the Company and
agrees that if Employee exercises the Option, in whole or in part, at a time
when there is not in effect under the United States Securities Act of 1933, as
amended, a registration statement relating to the Shares issuable upon exercise
hereof and available for delivery a prospectus meeting the requirements of
Section 10 of said Act, Employee will acquire such Shares upon such exercise for
the purpose of investment and not with a view to their resale or distribution
and that, upon each such exercise of the Option, Employee will furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance.  Such written agreement shall also state that such
Shares shall not be transferred except pursuant to an effective registration
statement under said Act or in accordance with an exemption from registration
thereunder.  The certificates issued for all Shares issued hereunder
shall bear the following legend if a registration statement relating to the
Shares issuable upon exercise hereof is not in effect at the time of exercise of
the Option:

    


    The
securities evidenced by this certificate have not been registered under the U.S.
Securities Act of 1933 or any other securities laws.  These securities
have been acquired for investment and may not be sold or transferred for value
in the absence of an effective registration of them under the U.S. Securities
Act of 1933 and any other applicable securities laws, or receipt by the Company
of an opinion of counsel or other evidence acceptable to the Company that such
sale or transfer is exempt from registration under such acts and
laws.

    


    10.           PAYMENT OF WITHHOLDING
TAX.   Upon exercise by Employee of the Option, the
Company shall have the right to deduct from any cash amounts otherwise payable
to Employee any amounts required to satisfy all tax withholding requirements
imposed upon such exercise under applicable federal, state, local or other
laws.  Alternatively, to satisfy any such withholding requirements,
the Company may, at the request of Employee, but shall not be required to (a)
withhold from the number of Shares to be issued that number of Shares (based on
the Fair Market Value of the Shares at the time of such exercise) necessary to
satisfy such tax withholding requirements or (b) accept delivery from Employee
of shares of common stock of the Company then owned by Employee (such shares
being valued at their Fair Market Value at the time of such exercise) as is
sufficient to satisfy such tax withholding requirements.

    


    11.           NO TRANSFERABILITY; LIMITED
EXCEPTIONS TO TRANSFER RESTRICTIONS.

    


    (a)           Unless
otherwise expressly provided in this Section 11, the Option shall not be
transferable.

    


    (b)           All
or a portion of the Option may be transferred by Employee to (i) the spouse,
children, stepchildren or grandchildren of Employee ("Immediate Family
Members"), (ii) a trust or trusts for the benefit of Employee and/or Immediate
Family Members, (iii) an entity or entities whose beneficiaries or beneficial
owners are Employee and/or Immediate Family Members, or (iv) such other persons
or entities as may be approved by the Committee, in its sole discretion;
provided, that, in each case, subsequent transfers of such transferred Option
shall be prohibited except for transfers to the transferees described in this
paragraph (b) or by will or the laws of descent and
distribution.  Following transfer, any such Option shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to transfer; provided, that, for purposes of Sections 3, 6, 7, 9 and 12 hereof,
the term "Employee" shall be deemed to refer to the transferee except for the
events of termination of employment and other employment aspects of said
Sections relating to Employee which shall continue to refer to
Employee.  The events of termination of employment of Section 7
shall continue to be applied with respect to Employee, following which the
Option shall be exercisable by the transferee only to the extent, and for the
periods specified in Section 7.  Employee shall remain subject to any
withholding taxes incurred upon exercise by transferee of a transferred
Option.


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    (c)           The
transfer restrictions set forth in paragraph (a) of this Section 11 shall not
apply to:

    


    (i)           transfers
to the Company;

    


    (ii)           the
designation of a beneficiary to receive benefits in the event of Employee's
death or, if Employee has died, transfers to Employee's beneficiary, or, in the
absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution;

    


    (iii)           transfers
pursuant to a domestic relations order; or

    


    (iv)           if
Employee has suffered a Disability, permitted transfers on behalf of Employee by
Employee's guardian or legal representative.

    


    12.           NOTICES.   All
notices required or permitted to be given pursuant to this Agreement shall be in
writing and delivered by hand, telegram or mail, addressed as
follows:

    


    
      
        	
                If
      to the Company:

              	
                c/o  Dennis
      G. Berryhill

              
	 
      	
                Vice
      President & Secretary

              
	 
      	
                Willbros
      USA, Inc.

              
	 
      	
                4400
      Post Oak Parkway, Suite 1000

              
	 
      	
                Houston,
      Texas  77027

              
	 
      	 
      
	
                If
      to Employee:

              	
                The
      address for Employee set forth on the

              
	 
      	
                records
      of the Company or a
Subsidiary

              


      

    

    


    Each
notice shall be deemed to have been given on the date it is
received.  Such addresses may be changed by notice given by the party
making such change delivered to the other party hereto.

    


    13.           BINDING
AGREEMENT.   This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
legal representatives, beneficiaries, successors and assigns.

    


    14.           GOVERNING
LAW.   This Agreement shall be governed by and construed
in accordance with the laws of the Republic of Panama.


    
      
         


      

      
        B-5

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Employee has
executed this Agreement, and the Company has caused this Agreement to be
executed by its duly authorized officer, effective as of the day and year first
above written.

    


    
      
        
          
            
              
                
                  
                    	
                            "Company"

                          
	 
      	 
      
	
                            WILLBROS
      GROUP, INC.

                          
	 
      	 
      
	
                            By:

                          	/s/
      Dennis G. Berryhill
	 
      	
                            Dennis
      G. Berryhill

                          
	 
      	
                            Secretary

                          
	 
      	 
      
	"Employee"
	 
      	 
      
	
                            /s/
      Van A. Welch

                          
	 
      	
                            Van
      A.
Welch

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        B-6