WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT

This Waiver and Release Agreement (this “Agreement”), made as of the 10th day of February, 2015 and effective as of the Effective Date, defined below, is made by and among Willbros Group, Inc., acting on behalf of itself and its subsidiaries and affiliates (together with all successors thereto, “Company”), and James L. Gibson (“Participant”).

WHEREAS, Participant is eligible for a benefit under that certain Willbros Group, Inc. 2010 Management Severance Plan for Executives (“Severance Plan”) by reason of Participant’s termination of employment on March 31, 2015 (the “Termination Date”);

WHEREAS, Participant is willing to forego severance benefits otherwise owing to him under the Severance Plan, in consideration of (i) the Company’s subsidiary, Willbros United States Holdings, Inc. (“WUSH”), entering into a consulting agreement as set forth in Exhibit A attached hereto, (ii) the elimination of the period of duration of certain of the post-employment covenants under Article VI of the Severance Plan, as provided in Section 3 of this Agreement, and (iii) the other terms and conditions of this Agreement, including, but not limited to, the timely execution, return and non-revocation of this Agreement and the First Acknowledgment and Signature by the First Release Deadline (defined below) and the timely execution, return and non-revocation of the Second Acknowledgment, Release and Signature by the Second Release Deadline (defined below); and

WHEREAS, the provisions of the Severance Plan continue in effect as of and after the Termination Date, except to the extent such provisions are modified in this Agreement;

NOW THEREFORE, in consideration of the representations, covenants and mutual promises set forth in this Agreement, the parties agree as follows:

1.Waiver of Severance Benefit. Participant agrees to waive, and does hereby forfeit and waive, any and all rights to any Severance Benefit (as defined in the Severance Plan) under the Severance Plan.

Except as modified by Participant’s waiver of any and all Severance Benefit and the Company’s waiver of certain provisions of Article VI of the Severance Plan (as provided in paragraph 3 below), the terms and conditions of the Severance Plan, continue in full force and effect.

(a) Time-Based Restricted Stock.    Participant previously has been granted forty-nine thousand two hundred sixty-three (49,263) shares of time-based restricted stock under the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan, as amended (the “2010 Stock Plan”), the ownership of which has not yet vested in Participant as of the date this Agreement is executed by Participant, pursuant to the terms of the Restricted Stock Award Agreements evidencing such grants. All such shares of restricted stock granted to Participant that have not yet vested prior to the Termination Date shall vest in full on the Termination Date. Participant acknowledges that withholding taxes will be due on such shares when vested. Participant may satisfy the withholding requirement in whole by paying cash to the Company to discharge the withholding obligation, such payment to be made no later than twelve (12) days following the Termination Date. If Participant does not elect to satisfy the withholding requirement by paying cash in accordance with the preceding sentence, Participant hereby agrees that the Company may withhold shares of restricted stock having a Fair Market Value (as defined in the 2010 Stock Plan) equal to the minimum statutory total tax which is to be withheld on the transaction.

(b) Unvested Performance-Based Restricted Stock Units. Participant previously has earned and been granted fifteen thousand eighty-four (15,084) restricted stock units under the 2010 Stock Plan, the ownership of which has not yet vested in Participant as of the date this Agreement is executed by Participant, pursuant to the terms of the Restricted Stock Unit Award Agreements evidencing such grants. All such restricted stock units granted to Participant that have not yet vested prior to the Termination Date shall vest in full on the Termination Date. Participant acknowledges that withholding taxes will be due on such units when vested. Participant may satisfy the withholding requirement in whole by paying cash to the Company to discharge the withholding obligation, such payment to be made no later than twelve (12) days following the date on which Participant is notified that units have vested. If Participant does not elect to satisfy the withholding requirement by paying cash in accordance with the preceding sentence, Participant hereby agrees that the Company may withhold shares from such units having a Fair Market Value (as defined in the 2010 Stock Plan) equal to the minimum statutory total tax which is to be withheld on the transaction.

(c) Unearned Performance-Based Restricted Stock Units.    Participant is party with the Company to three Restricted Stock Unit Award Agreements dated May 20, 2014 (the “2014 RSU Award Agreements”), under which he may become entitled to awards of restricted stock units under the 2010 Stock Plan. Each of the 2014 RSU Award Agreements remains in effect in accordance with its terms.

(d)    Participant is a participant in the Company’s Amended and Restated Management Incentive Compensation Program. Participant’s participation in that program remains in effect in accordance with its terms.

3.    Post-employment Restrictive Covenants of Severance Plan. Provided that Participant timely executes and returns the Second Acknowledgement, Release and Signature and the same becomes non-revocable, Company agrees that, effective as of the Effective Date, it does hereby waive and release Participant from, and Company will not enforce, Sections 6.2 (Non-Competition), and 6.3.4 (Non-Solicitation) of the Severance Plan. All other post-employment provisions and restrictions and other terms and conditions of the Severance Plan which survive termination of employment shall continue to apply to the Participant.

4.     Health Coverage. Health coverage under the Willbros United States Holdings, Inc. Comprehensive Welfare Benefits Plan and the Willbros United States Holdings, Inc. Executive Benefits Plan will terminate at the end of the month in which Termination Date occurs. Participant and his dependents will be eligible to elect to continue coverage for the applicable period of time pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as described in information concerning coverage continuation rights which will be separately mailed to Participant.

5.    Consulting Agreement. WUSH and Participant shall enter into the Consulting Agreement attached hereto as Exhibit A, effective as of April 1, 2015; provided that the Consulting Agreement will not be effective (and no compensation thereunder will be paid or payable) until the Second Acknowledgment, Release and Signature has been executed and becomes non-revocable, and, provided, further that Participant shall have resigned, effective as of the Termination Date, from all appointments or positions which he may then hold with the Company or any of its affiliates.

6.    Public Information. The Company agrees to allow Participant’s prior review and comment on any press release, 8‑K filing, and WG Connect posting relating to the termination of his employment with the Company. The Company reserves the right to make any disclosure required by law and/or the rules of the New York Stock Exchange.

7.    Continuing Cooperation. Participant acknowledges that the above recited consideration is consideration to which he is not otherwise entitled and therefore comprise adequate consideration for Participant’s fulfillment of the obligations below. Accordingly, Participant shall comply with the following continuing obligations for a period of three (3) years from the Termination Date:

(a)    Cooperation: Participant agrees to be available by email or telephone to provide transitional information, advice and counsel to Company in matters related to Participant’s former responsibilities.

(b)    Litigation Assistance: Participant shall, upon reasonable notice and written request, and subject to Participant’s availability, furnish such information and assistance to the Company as may reasonably be required by litigation, investigations, arbitrations, and/or other fact-finding or adjudicative proceedings involving the Company. This obligation

includes, without limitation, meeting with counsel for the Company at reasonable times upon request, and providing testimony in court, before an arbitrator, or other convening authority, or upon deposition that is truthful, accurate, and complete, according to information known to Participant. Company agrees it will reimburse Participant for all reasonable out-of-pocket expenses incurred in rendering such assistance upon Participant’s submission of expense records in accordance with Company’s expense reimbursement policy.

8.    Release. Except with respect to all of the Company’s obligations hereunder and under the Severance Plan (to the extent the same are not modified herein), the Participant, and Participant’s heirs, executors, assigns, agents, legal representatives, and personal representatives, hereby release, acquit and forever discharge the Company, its predecessors, successors, parent, subsidiaries, affiliates, operating units and their respective officers, directors, agents, servants, employees, attorneys, stockholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, obligations, promises, acts, agreements, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to the day prior to execution of this Agreement that arose out of or were related to the Participant’s employment with the Company or the Participant’s termination of employment with the Company including, but not limited to, any and all claims or demands pursuant to Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000e, et seq., which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, 42 U.S.C. § 2000e, et seq., 42 U.S.C. §1981, 1983 and 1985, which prohibits violations of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), which prohibits unequal pay based upon gender; the Age Discrimination in Employment Act of 1967, as amended, and as further amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621, et seq., which prohibits age discrimination in employment; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et seq., which protects certain employee benefits; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101, et seq. and the Rehabilitation Act of 1973, which prohibit discrimination against the disabled; the Family and Medical Leave Act of 1993, as amended 29 U.S.C. § 2601, et seq., which provides medical and family leave; the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions; the Texas Pay Day Law; and all other federal, state or local laws or regulations prohibiting employment discrimination, and any claims for wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, discrimination, harassment, defamation, infliction of emotional distress, termination in violation of public policy, retaliation, including workers’ compensation retaliation under state statutes, tort law, contract law, libel, slander, or claims for retaliation, or other claims arising under any local, state or federal regulation, statute or common law. This Release does not apply to the payment of any and all benefits and/or monies earned, accrued, vested or otherwise owing, if any, to the

Participant under the terms of a Company-sponsored tax qualified retirement or savings plan, except that the Participant hereby releases and waives any claims that his termination was to avoid payment of such benefits or payments, and that, as a result of his termination, he is entitled to additional benefits or payments. Additionally, this Release does not apply to any of Participant’s rights or obligations with respect to indemnification or directors’ and officers’ liability coverage to which Participant is entitled or subject in his capacity as a former officer or employee of the Company. This Release does not apply to any claim or rights which might arise out of the actions of the Company after the date the Participant signs this Agreement. Further, notwithstanding anything herein to the contrary, nothing herein or otherwise shall release the Company from any claims, rights or damages that may not be released or waived as a matter of law.

9.    No Inducement. Participant agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Participant is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company or by any person employed by or representing the Company, except for the written provisions and promises contained in this Agreement.

10.    Damages. The parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. It is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available in the case of a breach of this Agreement. It is also agreed that, in the event Participant files a claim against the Company with respect to a claim released by Participant herein (other than a proceeding before the EEOC), the Company may withhold or retain, or require reimbursement of all or any portion of the benefits under this Agreement or the Consulting Agreement until such claim is withdrawn by Participant.

11.    Advice of Counsel; Time to Consider; Revocation. Participant acknowledges the following:

(a)    Participant has read this Agreement, and understands its legal and binding effect. Participant is acting voluntarily and of Participant’s own free will in executing this Agreement.

(b)    Participant has been advised to seek and has had the opportunity to seek legal counsel in connection with this Agreement.

(c)    Participant was given at least twenty-one (21) days to consider the terms of this Agreement before signing it. If Participant elects to take less than twenty-one (21) days to consider this Agreement, he does so knowingly, willingly and on the advice of counsel, with full understanding that he is waiving a statutory right to take the full twenty-one (21) days.

(d)    Participant understands that, if Participant signs this Agreement, Participant may revoke it within seven days after signing it by delivering written notification of intent to revoke within that seven day (7) period. Participant understands that this Agreement, and the First Acknowledgment and Signature, attached hereto, will not be effective until after the seven (7) day period has expired. THE PROVISIONS OF THIS AGREEMENT SHALL BE EFFECTIVE ON THE EIGHTH (8^TH) DAY FOLLOWING THE DATE ON WHICH EMPLOYEE SIGNS THIS AGREEMENT (the “Effective Date”).

(e)    Participant further acknowledges that he has been advised that if he exercises his right to revoke this Agreement after signing it, he will not be eligible for the other benefits described herein to which he is not otherwise lawfully entitled as of the Termination Date.

(f)    The First Release Deadline is the twenty-first (21^st) day from the date of this Agreement, which is the date that this Agreement was provided to Participant.

(g) Participant agrees to execute and return to the Company the Second Acknowledgment, Release and Signature attached hereto, within twenty-one (21) days of the Termination Date (the “Second Release Deadline”) and acknowledges that the release which is Annex A to the Second Acknowledgement, Release and Signature is a separate, second release effective as of the Termination Date.

12.    No Admission. This Agreement shall not be construed as an admission by the Company of any liability whatsoever, or as an admission by the Company of any violation of rights, or of the Participant’s rights, or of any person, or any violation of any order, law, statute, duty or contract.

13.    Severability. If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other portion of this Agreement. Any section or a part of a section declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of the section to the fullest extent possible while remaining lawful and valid.

14.    Amendment. This Agreement shall not be altered, amended, or modified except by written instrument executed by the Company and the Participant. A waiver of any portion of this Agreement shall not be deemed a waiver of any other portion of this Agreement.

15.    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

16.    Headings. The headings of this Agreement are not part of the provisions hereof and shall not have any force or effect.

17.    Rules of Construction. Reference to a specific law shall include such law, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such section.

18.    Applicable Law. The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of Texas without regard to its choice of law principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates specified below.

Date: 9 Feb 2015                 

WILLBROS GROUP, INC., acting on behalf of itself and its Subsidiaries and Affiliates

By: /s/ Lori Pinder                    

Title:    Corporate Secretary                

Date:     9 Feb 2015                    

I HEREBY ACKNOWLEDGE that Willbros Group, Inc. (the “Company”), in accordance with the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, informed me in writing that:

(1) I should consult with an attorney before signing the Waiver and Release Agreement (“Agreement”) that was provided to me.

(2) I may review the Agreement for a period of up to twenty-one (21) days prior to signing the Agreement. If I choose to take less than twenty-one (21) days to review the Agreement, I do so knowingly, willingly and on advice of counsel.

(3) For a period of seven (7) days following the signing of the Agreement, I may revoke the Agreement, and that the Agreement will not become effective or enforceable until the seven (7) day revocation period has elapsed.

I HEREBY FURTHER ACKNOWLEDGE receipt of the Agreement on the 9th day of February, 2015.

Accepted this 9 day of Feb , 2015.

/s/ J. L. Gibson

            JAMES L. GIBSON

WITNESS:

Lisa Miller    2/9/15                                        

I HEREBY ACKNOWLEDGE that Willbros Group, Inc. (the “Company”), in accordance with the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, informed me in writing that:

(1) I should consult with an attorney before signing the Second Acknowledgment, Release and Signature, which includes the release attached hereto as Exhibit B, effective as of the Termination Date that was provided to me.

(2) I may review the Second Acknowledgement, Release and Signature for a period of up to twenty-one (21) days after the Termination Date prior to signing the Second Acknowledgement, Release and Signature. If I choose to take less than twenty-one (21) days to review the Second Acknowledgment, Release and Signature, I do so knowingly, willingly and on advice of counsel.

(3) For a period of seven (7) days following the signing of the Second Acknowledgment, Release and Signature, I may revoke the execution of the Second Acknowledgment, Release and Signature, and that the Second Acknowledgment, Release and Signature will not become effective or enforceable until the seven (7) day revocation period has elapsed.

(4) The Company shall not accept my signed Second Acknowledgment, Release and Signature prior to my Termination Date.

(5) Capitalized terms which are not defined in this Second Acknowledgment, Release and Signature and the Annex A hereto have the meaning assigned in the Agreement.

Accepted this 1 day of April , 2015.

/s/ J. L. Gibson

            JAMES L. GIBSON

WITNESS:

/s/ Lisa Miller                                                

Except with respect to all of the Company’s obligations under the Agreement and under the Severance Plan (to the extent the same are not modified in the Agreement), the Participant, and Participant’s heirs, executors, assigns, agents, legal representatives, and personal representatives, hereby release, acquit and forever discharge the Company, its predecessors, successors, parent, subsidiaries, affiliates, operating units and their respective officers, directors, agents, servants, employees, attorneys, stockholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, obligations, promises, acts, agreements, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to the day prior to the Termination Date that arose out of or were related to the Participant’s employment with the Company or the Participant’s termination of employment with the Company including, but not limited to, any and all claims or demands pursuant to Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000e, et seq., which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, 42 U.S.C. § 2000e, et seq., 42 U.S.C. §1981, 1983 and 1985, which prohibits violations of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), which prohibits unequal pay based upon gender; the Age Discrimination in Employment Act of 1967, as amended, and as further amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621, et seq., which prohibits age discrimination in employment; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et seq., which protects certain employee benefits; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101, et seq. and the Rehabilitation Act of 1973, which prohibit discrimination against the disabled; the Family and Medical Leave Act of 1993, as amended 29 U.S.C. § 2601, et seq., which provides medical and family leave; the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions; the Texas Pay Day Law; and all other federal, state or local laws or regulations prohibiting employment discrimination, and any claims for wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, discrimination, harassment, defamation, infliction of emotional distress, termination in violation of public policy, retaliation, including workers’ compensation retaliation under state statutes, tort law, contract law, libel, slander, or claims for retaliation, or other claims arising under any local, state or federal regulation, statute or common law. This Release does not apply to the payment of any and all benefits and/or monies earned, accrued, vested or otherwise owing, if any, to the Participant under the terms of a Company-sponsored tax qualified retirement or savings plan, except that the Participant hereby releases and waives any claims that his termination was to avoid payment of such benefits or payments, and that, as a result of his termination, he is entitled to additional benefits or payments. Additionally, this Release does not apply to any of Participant’s rights or obligations with respect to indemnification or directors’ and officers’ liability coverage to which Participant is entitled or subject in his capacity as a former officer or employee of the Company. This Release does not apply to any

claim or rights which might arise out of the actions of the Company after the date the Participant signs this Second Acknowledgment, Release and Signature. Further, notwithstanding anything herein to the contrary, nothing herein or otherwise shall release the Company from any claims, rights or damages that may not be released or waived as a matter of law.