Unassociated Document


    
       

      
        
          	 	
                  EXHIBIT
      10.29

                	


        

      

       

      
        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 Robert R. Harl (the
“Executive”).

         

        RECITALS

         

        WHEREAS, the
Executive and the Corporation entered into an Employment Agreement on January
26, 2006 (the "Employment Agreement");

         

        WHEREAS, the
Employment Agreement was amended on June 16, 2006, and on January 15,
2008;

         

        WHEREAS,
the
Executive was elected
to the positions of Chief Executive Officer 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 the President and Chief Executive Officer of the
Corporation and WGI.  He shall report to the Board of Directors of
WGI (the "Board"), 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 the Board 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.

         

                              (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 the
Employment
Period
the Corporation shall pay the Executive a base salary of seven hundred thousand
dollars ($700,000).  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 always remain eligible for bonus consideration annually at the
sole discretion of the Board.  Also, 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,
and subject to Section 4.3 below, the Executive shall be entitled to a cash
bonus for each year during the Employment Period if the “Net
Income Target Performance Objectives” are achieved.  For the purpose
of this Agreement, “Net Income Target Performance Objective” shall be defined as
the “line item” designated as such in the Annual WGI Budget for the year 2006,
2007, 2008, 2009, and 2010, respectively, as approved by the Board for the
relevant year (with
such modifications to such line item as the Board may determine appropriate,
prospectively or retroactively, to permit for events or occurrences the Board
believes should be considered) before
deducting any net income performance bonuses payable to the Executive and/or
otherwise to employees (the “NITPO”).  The maximum cash bonus the
Executive shall be entitled to receive for meeting the NITPO each year during
the Employment Period shall be:

         

        
          
            
            

          

          
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                                        Year

                                      	 	
                                        Maximum Cash
      Bonus

                                      
	 
      	 	 	 
	
                                        2006

                                      	 	$	500,000	 
	
                                        2007

                                      	 	$	750,000	 
	
                                        2008

                                      	 	$	1,050,000	 
	
                                        2009

                                      	 	$	1,050,000	 
	
                                        2010

                                      	 	$	1,050,000	 


                              

                            

                          

                        

                      

                    

                  

                

                 

              

            

          

        

        Except
to the extent provided in the next sentence, any cash bonus earned by the
Executive for any year shall be payable within thirty days following the day the
Audit Committee of the Board certifies to the Board its acceptance of the
financial statements of WGI for such year as prepared by the independent public
accountants for WGI,
but in any event no later than March 15 of the year following the year with
respect to which the bonus is payable.

         

        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

                                    
	 
      	 	 	 
	
                                      January 20,
      2006

                                    	 	 	50,000	 
	
                                      January 1,
      2007

                                    	 	 	100,000	 
	
                                      January 1,
      2008

                                    	 	 	50,000	 
	
                                      January 1,
      2009

                                    	 	 	50,000	 
	
                                      January 1,
      2010

                                    	 	 	50,000	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        The
Executive's rights in (i) the January 20, 2006 restricted stock shares shall
vest with respect to 10,000
shares on each of December 31, 2006, December 31, 2007, December 31, 2008,
December 31, 2009, and December 31, 2010, (ii) the January 1, 2007
restricted stock shares shall vest with respect to10,000
shares on January 1, 2007, and 22,500
shares on each of December 31, 2007, December 31, 2008, December 31, 2009, and
December 31, 2010, (iii) the January 1, 2008 restricted stock shares shall vest
with respect to 16,667 shares on each of December 31, 2008 and December 31,
2009, and with respect to 16,666 shares on December 31, 2010, (iv) the
January 1, 2009 restricted stock shares shall vest with respect to 25,000 shares
on each of December 31, 2009, and December 31, 2010, and (v)  the
January 1, 2010 restricted stock shares shall vest with respect to 50,000 shares
on December 31, 2010.

         

        
          
            
            

          

          
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        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 100,000 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 five equal installments of 20,000 shares each on each of December 31, 2006,
December 31, 2007, December 31, 2008, December 31, 2009, and December 31,
2010.

         

        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 of the Board 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.

         

        
          
            
            

          

          
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        1.7 POST
TERMINATION MEDICAL COVERAGE.  If the Executive's employment
with the Corporation and its affiliates is terminated at the end of the
Employment Period and not by reason of an early termination event described in
Section 4.2 below, then upon termination of Executive’s employment with the
Corporation and its affiliates the Corporation shall permit the Executive and
his eligible dependents the opportunity to elect, at the Executive’s expense, to
continue coverage under the Corporation’s group medical and dental benefits
plans as in effect at such time (the “Medical Plan”).  Such election
shall be made within thirty (30) days of the termination of the Executive’s
employment with the Corporation and its affiliates and, if it is not made within
such period, such election right shall be forever forfeited.  The cost
of such post-employment coverage under the Medical Plan to be charged to the
Executive shall be the cost charged to participants in the Medical Plan who have
elected COBRA Continuation Coverage under such plan.  If the Executive
and/or his dependents elect to participate in the Medical Plan following the
termination of his employment, they shall be required to waive their rights to
obtain COBRA Continuation Coverage under the Medical
Plan.  Notwithstanding the foregoing,
when the Executive subsequently becomes (a) an employee of
another employer or self-employed or (b) eligible to
receive benefits through Medicare, the Corporation’s obligations under this
Section 1.7 shall terminate as of the time the Executive
becomes an employee of another employer or self-employed or as of the
end of
the month in which such Medicare coverage first
becomes available to the Executive and the Executive shall promptly report such
subsequent
employment or benefit eligibility
to the Corporation.  Any dependent coverage provided to the
Executive’s dependents under the Medical Plan as of such subsequent coverage
eligibility shall also terminate at the same time and any covered dependents
shall be eligible to elect COBRA Continuation Coverage under the Medical Plan at
such time.  As used in this Section 1.7, “COBRA Continuation Coverage”
shall mean coverage under the Corporation’s Group Medical Plan pursuant to Part
6 of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

         

        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.

         

        
          
            
            

          

          
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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 and for a period of one
year thereafter, 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.

         

                   This Section 2.1
shall survive the termination of this Agreement for whatever
reason.

         

                   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.

         

        
          
            
            

          

          
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          ARTICLE
III

          CORPORATION’S
REMEDIES FOR BREACH OF ARTICLE II

           

          3.1
CORPORATION’S
REMEDIES FOR BREACH.  It
is recognized that damages in the event of a breach of Article II above by the
Executive would be difficult, if not impossible, to ascertain, and it is
therefore agreed that, if such a breach occurs, the Corporation, in addition to
and without limiting any other remedy or right it may have, shall have the right
to an injunction or other equitable relief, in any court of competent
jurisdiction, enjoining any such breach, and the Executive hereby waives any and
all defenses he may have on the ground of lack of jurisdiction or competence of
the court to grant such an injunction or other equitable relief.  The
existence of this right shall not preclude any other rights and remedies at law
or in equity which the Corporation may
have.

           

          ARTICLE
IV

          EMPLOYMENT
PERIOD

           

          4.1
DURATION.  The
Employment Period shall commence on January 20, 2006 and shall terminate on
December 31, 2010.

           

          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 or WGI
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.

           

          
            
              
              

            

            
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          4.3
COMPENSATION
AND/OR BENEFITS FOLLOWING EARLY TERMINATION.

           

          (a)
In
the event of an early termination of this Agreement during the calendar year
2006 due to a Change in Control, the Corporation shall pay to the Executive and
provide him with the following:

           

          (i)
For
the remainder of calendar year 2006, the Corporation shall continue to pay the
Executive his base salary at the rate specified in Section 1.2(a)
above,

           

          (ii)
During
the remainder of calendar year 2006, 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 until
December 31, 2006, under this Agreement,

           

          (iii)
The
vesting of all stock options granted and restricted stock shares awarded to the
Executive on January 20, 2006, shall be accelerated to the date of the
termination of this Agreement, and

           

          (iv)
A
cash bonus in an amount determined as if the Corporation had exceeded the
performance goals set forth at Section 1.3 above necessary for the Executive to
receive the maximum cash bonus for the 2006 calendar year which cash bonus shall
be payable at the time(s) provided in Section 1.3
above.

           

          (b) In the event of an
early termination of this Agreement after December 31, 2006, 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(j) and 4.3(k) 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(j) and 4.3(k) 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

           

          
            
              
              

            

            
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          (iii) A cash bonus in an
amount determined as if the Corporation had exceeded the performance goals set
forth at Section 1.3 above necessary for the Executive to receive the maximum
cash bonus 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 at the time(s) provided in Section 1.3
above.

           

          (c) 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 even if the
performance goals set forth in Section 1.3 above for such years are met or
exceeded, and the Executive and his dependents and beneficiaries will
receive, subject to
Sections 4.3(j) and 4.3(k) 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.

           

          (d) 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 had met or exceeded the
performance goals set forth in Section 1.3  above for the year in
which the Executive’s death occurs (payable within
three months after the date of the Executive’s death, but in any event
no later than two and one-half months following the end of the calendar year in
which the Executive's death occurs), but no other
amounts in respect of the potential cash bonuses under Section 1.3 above, 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.

           

          (e) 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 had met or exceeded the performance goals
set forth in Section 1.3 above for the year in which the Executive’s termination
of employment with the Corporation occurs (payable within
three months after the date of the Executive’s termination of
employment, but in any event no later than two and one-half months following the
end of the calendar year in which the Executive's termination of employment
occurs), but no other
amounts in respect of the potential cash bonuses under Section 1.3 above, and
(iii)
subject to Sections 4.3(j) and 4.3(k) 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.

           

          
            
              
              

            

            
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          (f) The Executive shall
not be entitled to participate in the Severance Plan until January 1,
2007.  Thereafter, the early termination of this Agreement as
described in Section 4.3 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.

           

          (g) 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.

           

          (h) 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.

           

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

           

          (j) 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.

           

          (k) 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:

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          (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 Sections 4.2(a) and 4.3(b) 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 1.409A-1(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 conduct that is so unacceptable
or offensive that, by its nature, it would render the Executive incapable of
performing his duties hereunder, including, but not limited to, 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 six
months, has passed without
substantial correction of such non-performance, or the
Executive engaging in conduct so reprehensible that a reasonable person would
view the same as compromising the moral and/or ethical principles of the
Corporation, or the Executive being convicted of embezzlement, fraud, perjury,
alteration of documents, robbery, or any other felonious act, 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.

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          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 continuing applicability and
participation of the Executive in the Severance Plan (from and after January 1,
2007) 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 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 Internal Revenue Code of 1986, as
amended.

           

          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.

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

          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 to 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 .

           

          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/ Robert R.
      Harl

                            
	 
      	
                              Robert R.
      Harl

                            


                    

                  

                

              

            

          

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
A

           

          to the Employment
Agreement dated January 20, 2006

          by and
between

          Willbros USA,
Inc. and Robert R.
Harl

           

          WILLBROS
GROUP, INC.

          RESTRICTED
STOCK AWARD AGREEMENT

           

          January
20, 2006

           

          Mr.
Robert R. Harl

          4400
Post Oak Parkway, Suite 1000

          Houston,
Texas 77027

           

          Dear
Randy:

           

          1. Restricted
Stock Award.  Willbros Group, Inc., a
Republic of Panama corporation (the “Company”), hereby grants to you an
aggregate of 50,000 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 10,000 of the Restricted Shares on each of December
31, 2006, December 31, 2007, December 31, 2008, December 31, 2009, and
December 31, 2010.  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.

           

          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          

           

          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.

           

          (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.  For this purpose, no
act, or failure to act, on your part shall be considered “willful” unless done,
or omitted, by you not in good faith and without reasonable belief that your
action or omission was in the best interest of the Company or any of its
Subsidiaries.

           

          
            
              
              

            

            
              A-3

              
                

              

            

            
              
              

            

          

           

          (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.

           

          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/ Michael F.
      Curran
	 
      	 
      	
                                    Name:

                                  	
                                    Michael F.
      Curran

                                  
	 
      	 
      	
                                    Title:

                                  	
                                    President and
      CEO

                                  


                          

                        

                      

                    

                  

                

              

            

          

           

          The foregoing Restricted Stock Award is accepted by
me as of the 20th
day of January, 2006, and I hereby agree to the terms, conditions, and
restrictions set forth above and in the Plan.

           

          
            
              
                	 
      	
                        /s/
      Robert R. Harl

                      
	 
      	
                        Robert
      R. Harl

                      


              

            

          

           

          
            
              
              

            

            
              A-4

              
                

              

            

            
              
              

            

          

           

          

           

          EXHIBIT
B

           

          to the Employment
Agreement dated January 20, 2006

          by and
between

          Willbros USA, Inc.
and Robert R. Harl

           

          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 20th day of January,
2006 ("Effective Date"), by and between WILLBROS GROUP, INC., a Republic of
Panama corporation (the "Company"), and Robert R. Harl, 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, Robert R. Harl 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 100,000 shares of
its common stock, par value $.05 per share ("Share" or "Shares"), at a price of
$18.01 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 December 31, 2006, but no later than
January 20, 2016, 20,000
Shares;

           

          (b) On or after December 31, 2007, but no later than
January 20, 2016, 20,000
Shares;

           

          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          

           

          (c) On or after December 31, 2008, but no later than
January 20, 2016, 20,000
Shares;

           

          (d) On or after December 31, 2009, but no later than
January 20, 2016, 20,000
Shares, and

           

          (e) On or after December 31, 2010, but no later than
January 20, 2016, 20,000
Shares.

           

          Provided,
however, notwithstanding the above exercise periods, each vesting date of the
Option set forth above shall be accelerated one year for each incremental $2.00
that the average of the daily closing sales prices of a share of common stock of
the Company on the New York Stock Exchange over a period of 60 consecutive
trading days exceeds $18.01 per share during the term of the
Option.  Provided further, notwithstanding the above exercise periods,
the Option may become fully exercisable immediately under certain circumstances
set forth in the Plan.

           

          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.

           

          
            
              
              

            

            
              B-2

              
                

              

            

            
              
              

            

          

           

          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.

           

          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.

           

          
            
              
              

            

            
              B-3

              
                

              

            

            
              
              

            

          

           

          (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.

           

          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.

           

          
            
              
              

            

            
              B-4

              
                

              

            

            
              
              

            

          

           

          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.

           

          (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

           

          
            
              
              

            

            
              B-5

              
                

              

            

            
              
              

            

          

           

          (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 and  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-6

              
                

              

            

            
              
              

            

          

           

          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/ Michael F.
      Curran                
      
	 
      	 
      	
                                        Michael
      F. Curran

                                      
	 
      	 
      	
                                        Chairman
      and Chief Executive Officer

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                        "Employee"

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                        /s/ Robert R.
      Harl

                                      
	 
      	
                                        Robert
      R.
Harl

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              B-7