WILLBROS GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED 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
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 a non-
qualified stock option under the Plan;
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
(a) On or after ______________, but no later than ______________, ________
(b) On or after______________, but no later than ______________, ________ Shares;