SEPARATION AGREEMENT AND RELEASE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12.      Release by Executive of Willbros.   Except for the obligations specifically set forth in this Agreement, and any continuing indemnity and insurance obligations owed to Executive, Executive fully and forever relieves, releases, and discharges Willbros, its predecessors, successors, parent, subsidiaries, operating units, affiliates, divisions, and the agents, representatives, officers, directors, shareholders, employees and attorneys of each of the foregoing, from all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions, and causes of action whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive's employment with and termination from Willbros, including but not limited to any and all claims pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. , as amended by the Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, 42 U.S.C.§§1981, 1983 and 1985, which prohibits violations of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), which prohibits unequal pay based upon gender; the Age Discrimination in Employment Act of 1967, as amended, and as further amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621, et seq., which prohibits age discrimination in employment; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et seq. , which protects certain employee benefits; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101, et seq. , which prohibits discrimination against the disabled; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq ., which provides medical and family leave; the Fair Labor Standards Act, 29 U.S.C. § 201, et s