SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made by and between Willbros United States Holdings, Inc. (formerly known as Willbros USA, Inc.) (“Company”) and John T. Dalton (“Executive”) and is effective on the day of execution of this Agreement by Executive (the “Effective Date”).

Company and Executive have reached a mutual understanding with regard to the terms of Executive's termination of employment as Senior Vice President and General Counsel of Company.

In order to achieve a final and amicable resolution of the employment relationship in all its aspects and in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1.             Termination of Employment:   Executive's employment as Senior Vice President and General Counsel of Company will terminate effective March 31, 2009 (the “Termination Date”). Executive hereby resigns his position as an officer of Company and as an officer and/or director of any subsidiary or affiliate of Company effective on the Termination Date. Executive will receive his regular base salary through the Termination Date and payment for any accrued and unused vacation on the regular Company payday for Executive employees next following the Termination Date.

2.             Benefits under Employment Agreement and Severance Plan:   Executive and Company have entered into an Amended and Restated Employment Agreement dated December 31, 2008 (the “Employment Agreement”), providing certain benefits to Executive in the event of Company's termination of Executive's employment during the term of the Employment Agreement without cause. Executive is also a participant in the Willbros Group, Inc. Severance Plan, as amended and restated effective September 25, 2003 (the “Severance Plan”) that provides certain benefits to Executive in the event of an involuntary termination without cause. It is the intent of the parties that Executive receive the full benefits to which he is entitled pursuant to the Employment Agreement and the Severance Plan as a result of the involuntary termination of his employment without cause. Attached as Exhibit A is a letter representing the mutual understanding of the parties as to how the benefits under the Employment Agreement and Severance Plan will be administered and paid. The Separation Payment and certain other consideration described below constitute benefits to which Executive is not otherwise entitled under the Employment Agreement, the Severance Plan or any other agreement, promise or Company sponsored benefit plan.

3.             Separation Payment:   In consideration of the release and other obligations of Executive as set forth below, Company will pay to Executive within ten (10) days after the Effective Date, the lump sum amount of Two Hundred Twenty Thousand Dollars  ($220,000) less standard payroll withholding (the “Separation Payment”).

4.             Payment in lieu of Bonus:   Executive is not entitled to a bonus payment for bonus plan year 2011 pursuant to the Employment Agreement. In lieu of such bonus, Company will pay Executive the amount of Four Hundred Twenty-Four Thousand Five Hundred Dollars ($424,500). This payment will be made in lump sum, less standard payroll withholding, within ten (10) days after the Effective Date.

5.             Medical Insurance Coverage:   Company will take those steps required by the plan to include coverage for Executive and his eligible dependents under Company's Group Medical Plan and the Group Accident and Medical Expense Reimbursement Insurance Policy from the Termination Date through October 31, 2011 (the “Medical Coverage Continuation Period”) or the date that said coverage is terminated for all participants, whichever occurs first. Provided, however, that such coverage shall cease if Executive becomes an employee of any employer offering comparable group medical coverage for which Executive is eligible during the Medical Coverage Continuation Period. Company acknowledges that following the termination of the Medical Coverage Continuation Period, Executive shall be entitled to continue participation for a limited period of time in Company's Group Medical Plan under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Such limited period of time will be determined under the COBRA regulations. Detailed information concerning the costs and procedures applicable to such medical coverage will be provided separately by Company. Executive acknowledges that such extension of the coverage during the Medical Coverage Continuation Period is one benefit owed by Company to the Executive and his dependants as set forth in Section 1.2 (b) of the Employment Agreement and may result in taxable income to Executive for federal income tax purposes.

6.             Stock Options:   As a participant in the Willbros Group, Inc. 1996 Stock Plan (“Stock Plan”), Executive has vested incentive stock options to purchase Fifty Thousand (50,000) shares of common stock of Willbros Group, Inc. (“WGI”) at the price of Seven Dollars and Twenty-Six Cents ($7.26) per share. Under the terms of the option agreement evidencing such options, such options must be exercised within three months from the Termination Date. However, with the concurrence of the Compensation Committee of the WGI Board of Directors, Company will extend the exercise period of each option for the full remaining term of such option until October 30, 2012. Executive acknowledges, however, that such extended exercise period may cause Executive's incentive stock options to be treated as non-qualified stock options for federal income tax purposes. Executive further acknowledges that any of Executive's incentive stock options which are exercised more than three (3) months after the Termination Date will be treated as non-qualified stock options for federal income tax and employment tax purposes.

7.             Vesting of Restricted Stock:   Executive has been granted 55,875 shares of restricted stock under the Stock Plan ownership of which has not yet vested in Executive pursuant to the terms of the Restricted Stock Award Agreements evidencing such grants. Company agrees that all of such shares of restricted stock granted to Executive shall vest in full as of the Termination Date. Executive acknowledges that standard payroll withholding will be due on such shares when vested on the Termination Date. Executive has elected to satisfy the withholding requirements by paying cash to discharge the payroll obligation, such payment to be made no later than twelve (12) days following the Termination Date.

8.             Other Benefits:   Neither this Agreement nor the release contained herein shall waive Executive's right to any vested benefit under any Company sponsored pension or retirement plan, or otherwise affect or diminish Executive’s benefits, entitlements, and other rights under the Employment Agreement through the end of the Employment Period on October 31, 2011.

9.             Certification of Code of Business Conduct and Ethics:   In accordance with Company policy, Executive shall acknowledge his compliance with the Willbros Group, Inc. Code of Business Conduct and Ethics and WGI's Foreign Corrupt Practices Act Compliance Policy by completing, signing and returning to Company a certification of compliance with the referenced policy with respect to that portion of calendar year 2009 preceding the Termination Date.

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

11.             Release by Executive of Company:   Except for the obligations specifically set forth in this Agreement, Executive fully and forever relieves, releases, and discharges Company, 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 Company, 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 Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et seq., which protects certain employee benefits; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101, et seq., which prohibits discrimination against the disabled; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., which provides medical and family leave; the Fair Labor Standards Act, 29 U.S.C. § 201, et seq., including the Wage and Hour Laws relating to payment of wages, including, but not limited to, vacation pay, commissions, and bonuses; and all other federal, state or local laws or regulations prohibiting employment discrimination and/or governing the payment of wages, benefits, and other forms of compensation. This release also includes but is not limited to a release by Executive of any claims for breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic opportunities, unlawful interference with employment rights, defamation, intentional or negligent infliction of emotional distress, fraud, wrongful t