AMENDMENT NUMBER 1 TO WILLBROS GROUP, INC. SEVERANCE PLAN

1. Introduction .  On September 25, 2003, the Board of Directors of Willbros Group, Inc. (the “Company”) approved and adopted an amendment to and restatement of the Willbros Group, Inc. Severance Plan (as amended, the “Plan”).  The Plan provides for the payment of benefits to a Participant in the event a Participant's employment with the Company or a Subsidiary is terminated under certain circumstances.  Terms used in this Amendment Number 1 and not defined herein have the meanings ascribed to such terms in the Plan.

2. Purpose .  Section 409A of the Internal Revenue Code, and Treasury Regulations promulgated thereunder, set forth rules which must be followed in connection with the payment of "non-qualified deferred compensation" (as such term is defined in section 409A and Treasury Regulations) to avoid the imposition of taxes on the recipients of such "nonqualified deferred compensation."  The purpose of this Amendment Number 1 is to redefine the benefits payable under the Plan so that such benefits do not constitute "nonqualified deferred compensation" subject to section 409A.

3. Amendments .  The Plan shall be amended as follows:

(a) Subsection 3.3.2(iii) is revised to delete the "and" at the end of such subsection.

(b) Subsection 3.3.2(iv) is revised to read as follows:

"(iv) such Participant and those of his dependents (including his spouse) who were covered under the medical and dental insurance benefit plans maintained by the Employer on the day prior to such Participant's termination of employment shall continue to be covered under such plans during the period beginning on the date of such Participant's termination of employment and continuing until the end of the period for which such Particpant would, but for the Plan, be entitled to continuation coverage under section 4980B of the Code (if the Particpant elected such coverage and paid the applicable premiums) at a cost to such Participant that is no greater than the lesser of (a) the cost of such coverage paid by such Participant immediately prior to such Participant's termination of employment or (b) the cost of such coverage paid by such Participant immediately prior to the Change in Control; provided, however, that (I) the benefits and terms of each such coverage shall be no less favorable in the aggregate than that provided to such Participant immediately prior to the Change in Control and (II) coverage under a particular medical or dental insurance benefit plan shall immediately end upon such Participant's obtainment of new employment and coverage under a similar welfare benefit plan maintained by such Participant's new employer (with such Participant being obligated hereunder to promptly report such new coverage to the Company); provided, further, that if such continued coverage will have adverse tax consequences to such Participant as compa