SEPARATION AGREEMENT AND RELEASE

EXHIBIT 10.1

SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into this 21st day of December, 2006, by and between WILLBROS USA, INC. (“Employer”) and MICHAEL F. CURRAN (“Employee”).

WITNESSETH:

WHEREAS, Employee is employed by Employer pursuant to that certain Employment Agreement dated December 31, 2004 (the “Employment Agreement”); and

WHEREAS, Employee will retire from his employment with Employer effective December 29, 2006 (“Retirement Date”); and

WHEREAS, Employer and Employee wish to achieve a final and amicable resolution of all issues related to their employment relationship;

NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth below, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

On the Retirement Date Employer shall pay to Employee Ninety-Six Thousand Nine Hundred Fifty U.S. Dollars (U.S. $96,950), less applicable withholding taxes, in full satisfaction of Employee’s accrued, but unused vacation pay rights.

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include coverage for Employee and his eligible dependents under Employer’s Group Medical Plan for 2007 and 2008 on the same terms as Employee would be entitled were he an employee of the Employer for 2007 and 2008. Employer acknowledges that following 2008 Employee will be entitled to continue participation for a limited period of time in Employer’s Group Medical Plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Detailed information concerning the costs and procedures applicable to such insurance coverage will be provided separately by Employer.

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Employee agrees to assist Employer, its affiliates and their respective attorneys in any litigation, claim, dispute, or governmental investigation brought by or against Employer or its affiliates as to which Employee may have knowledge of the facts and circumstances. Employee agrees to immediately notify Employer upon receipt of any subpoena or deposition notice compelling his testimony related to matters arising out of his employment with Employer. Subject to Section 13, Employer shall reimburse Employee for all reasonable expenses incurred in complying with this provision.

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If any of the payments or benefits which Employee has the right to receive from Employer pursuant to this Agreement (the “Payments”) are later determined to be subject to the tax imposed by Section 409A, or any interest or penalties with respect to such tax (such tax, together with any such interest or penalties, are hereinafter collectively referred to as the “409A Tax”), Employer shall pay to Employee an additional payment (a “Gross-up Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax imposed on any Gross-up Payment, Employee retains an amount of the Gross-up Payment equal to the 409A Tax imposed upon the Payments. The Compensation Committee of the Board of Directors of WGI shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Employee shall notify Employer immediately in writing of any claim by the Internal Revenue Service which, if successful, would require Employer to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee of the Board of Directors of WGI) within five days of the receipt of such claim. Employer shall notify Employee in writing at least five days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If Employer decides to contest such claim, then Employee shall cooperate fully with Employer in such action; provided, however, Employer shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Employee harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a result of Employer’s action. If, as a result of Employer’s action with respect to a claim, Employee receives a refund of any amount paid by Employer with respect to such claim, then Employee shall promptly pay such refund to Employer. If Employer fails to timely notify Employee whether it will contest such claim or Employer determines not to contest such claim, then Employer shall immediately pay to Employee the portion of such claim, if any, which it has not previously paid to Employee.

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This undertaking by Employer as described in this Section 13 is subject to change if it is later determined that Employee engaged in actions which (i) were improper in the view of the SEC and/or the DOJ, or (ii) could have reasonably been expected by Employee to have been contrary to the best interests of Employer. Accordingly, this undertaking is not an irrevocable undertaking by Employer to indemnify Employee in the future for all legal costs or fines or penalties that Employee may incur in connection with the Investigation or legal proceedings related thereto. In general, those future determinations, if any, will be made on the basis of the terms of this undertaking, applicable law and the relevant facts and circumstances established during the Investigation which relate to the matters for which Employee is then seeking indemnity.

For the reasons stated above, this undertaking shall not be deemed to be a waiver of any such rights or defenses in connection with such future indemnification determinations by Employer in respect of Employee’s particular status in the Investigation. If Employer or its legal counsel at any time makes a determination denying Employee future indemnification, Employer will immediately notify Employee in writing specifying in reasonable detail the reasons supporting such a determination.

This undertaking by Employer to make legal counsel available to Employee and to defray, at the Retirement Date, the costs and expenses incurred by Employee in connection with the Investigation has arisen, in part, due to Employee’s many years of good and loyal service to Employer. Accordingly, these amounts constitute expenses for a business purpose and are not personal expenses. Payment of these amounts is not intended to be, and Employer expressly stipulates that they are not, a “personal loan” under Section 402 of the Sarbanes-Oxley Act.

(a) Except for the obligations of Employer specifically set forth in this Agreement or referenced in this Agreement as continuing obligations, Employee fully and forever relieves, releases, and discharges Employer, WGI and all of their respective representatives, officers, directors, shareholders, predecessors, successors, parents, subsidiaries, operating units, affiliates, divisions, employees and attorneys from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions, and causes of action, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Employee’s employment with and termination from Employer, including but not limited to any and all claims pursuant to Title VII of the Civil Rights Act of

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1964, 42 U.S.C. § 2000e, et seq., as amended by the Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, 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 Employment 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., which prohibits discrimination against the disabled; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., which provides medical and family leave; the Fair Labor Standards Act, 29 U.S.C. § 201, et seq., including the Wage and Hour Laws relating to payment of wages; and all other federal, state or local laws or regulations prohibiting employment discrimination. This release also includes, but is not limited to, a release by Employee of any claims for breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic opportunities, unlawful interference with employment rights, defamation, intentional or negligent infliction of emotional distress, fraud, wrongful termination, wrongful discharge in violation of public policy, breach of any express or implied covenant of good faith and fair dealing, that Employer has dealt with Employee unfairly or in bad faith, and all other common law contract and tort claims. Employee is not waiving any rights or claims that may arise after the Retirement Date.

(b) Except for the obligations of Employee specifically set forth in this Agreement or referenced in this Agreement as continuing obligations, Employer, on behalf of itself and its affiliates, fully and forever relieves, releases, and discharges Employee, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions, and causes of action, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Employee’s employment with and termination from Employer. Employer is not waiving any rights or claims that may arise after the Retirement Date.

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public domain through a means other than a disclosure prohibited hereunder). In addition, Employee shall continue to comply fully with the use and disclosure restrictions set forth in all third party confidentiality agreements entered into by the Employer or its affiliates on or prior to the Retirement Date to the extent such third party agreements are known to Employee.

The curing of a violation of the requirements of Section 17 shall not preclude Employer from seeking the recovery of its actual damages resulting from such violation.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first mentioned above.

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