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 Paym