WILLBROS GROUP, INC.
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 25, 2003)
WHEREAS, the WILLBROS GROUP, INC. (the "Company") has heretofore adopted the WILLBROS
GROUP, INC. SEVERANCE PLAN, hereinafter referred to as the "Plan," for the benefit of certain designated
WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending
thereby to provide an uninterrupted and continuing program of benefits;
NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as
of September 25, 2003, except as otherwise indicated herein:
ARTICLE I. DEFINITIONS
1.1 DEFINITIONS. In addition to the terms defined elsewhere herein, the following words and phrases, when
used herein with initial capital letters, shall have the following respective meanings:
1.1.1 "Act" means the United States Securities and Exchange Act of 1934, as amended.
1.1.2 "Annual Base Compensation" means the amount a Participant is entitled to receive as wages or salary on an
annualized basis, excluding all bonus, overtime and incentive compensation, payable by an Employer as
consideration for the Participant's services.
1.1.3 "Board" means the Board of Directors of the Company.
1.1.4 "Change in Control" means and shall be deemed to have occurred if (i) any Person, other than the
Company or a Related Party, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the total voting
power of all the then outstanding Voting Securities, (ii) any Person, other than the Company or a Related Party,
purchases or otherwise acquires under a tender offer, securities representing thirty percent (30%) or more of the
total voting power of all the then outstanding Voting Securities,
(iii) the individuals (a) who as of the Effective Date (with respect to the Company) constitute the Board or (