WILLBROS GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into effective as of the __________ day of ________________, 200____ ("Effective Date"), by and between Willbros Group, Inc., a Delaware corporation (the "Company"), and _______________________, an individual ("Employee").

WHEREAS, the Board of Directors of the Company (the "Board") has adopted the Willbros Group, Inc. 1996 Stock Plan, as amended (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, _____________________ 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 an option under the Plan which qualifies as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended;

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 ___________________ shares of its common stock, par value $.05 per share ("Share" or "Shares"), at a price of $______________ 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 ______________________, but no later than ________________________, ____________________ Shares;

(b)           On or after _________________, but no later than _______________________, _____________________ Shares;

(c)           On or after ______________________, but no later than _______________________, _____________ Shares; and

(d)           On or after _____________________, but no later than _______________, ____________________ Shares.

Provided, however, 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 a combination of such methods; or (d) 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.            INCENTIVE STOCK OPTION .   The Option is intended to qualify as an "incentive stock option" as such term is defined at Section 422 of the Internal Revenue Code of 1986, as amended, and shall be construed in accordance with such intent and any provision of this Agreement which may be inconsistent with such intent is deemed to be modified to the extent necessary to be consistent with such intent; provided, however, Employee acknowledges and understands that the status of the Option as an "incentive stock option" depends on various factors relating to the Plan, the Option and the grant thereof (including the exercise price of the Option), and that the Option may be determined not to qualify as an "incentive stock option."

5.            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 Emplo