UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

Willbros Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

WILLBROS GROUP, INC.
Five Post Oak Park
4400 Post Oak Parkway
Suite 1000
Houston, Texas 77027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 26, 2010

To the Stockholders of
WILLBROS GROUP, INC.:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Willbros Group, Inc., a Delaware corporation (the “Company”), will be held at the Hilton Post Oak Hotel, 2001 Post Oak Boulevard, Houston, Texas 77056, on May 26, 2010, at 9:00 a.m., local time, for the following purposes:

	1.		To elect three Class II directors for three-year terms;
	2.		To consider and act upon a proposal to approve the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan;
	3.		To consider and act upon a proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for 2010; and
	4.		To transact such other business as may properly come before the meeting or any adjournment thereof.

     Stockholders of record at the close of business on April 9, 2010, the record date for the 2010 Annual Meeting, are entitled to notice of, and to vote at, the meeting. Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, we hope you will take the time to vote your shares. If you are a stockholder of record, you may vote over the Internet, by telephone or by completing and mailing the enclosed proxy card in the envelope provided. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

By Order of the Board of Directors,

Lori Pinder
Deputy Corporate Secretary

Houston, Texas
April 23, 2010

     Important Notice Regarding the Availability of Proxy Materials for the 2010 Annual Meeting of Stockholders to be Held on May 26, 2010:

     Stockholders may view this proxy statement, our form of proxy and our 2009 Annual Report to Stockholders over the Internet by accessing our website at http://www.willbros.com.

WILLBROS GROUP, INC.
Five Post Oak Park
4400 Post Oak Parkway
Suite 1000
Houston, Texas 77027

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 26, 2010

SOLICITATION AND REVOCATION OF PROXIES

     This proxy statement is furnished in connection with the solicitation by the Board of Directors of Willbros Group, Inc., a Delaware corporation (the “Company,” “Willbros,” “we,” “our” or “us”), of proxies to be voted at the Annual Meeting of Stockholders of the Company to be held on May 26, 2010, or at any adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting. This proxy statement and accompanying proxy were first sent on or about April 23, 2010, to stockholders of record on April 9, 2010.

     If the accompanying proxy is properly executed and returned or a stockholder votes his or her proxy by Internet or by telephone, the shares represented by the proxy will be voted at the Annual Meeting. If a stockholder indicates in his or her proxy a choice with respect to any matter to be acted upon, that stockholder’s shares will be voted in accordance with such choice. If no choice is indicated, such shares will be voted:

•

“FOR” the election of all of the nominees for directors listed below;

•

“FOR” the approval of the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan; and

•

“FOR” the ratification of the appointment of the independent registered public accounting firm.

A stockholder giving a proxy, whether by mail, Internet or telephone, may revoke it by giving written notice of revocation to the Secretary of the Company at any time before it is voted, by executing another valid proxy bearing a later date and delivering such proxy to the Secretary of the Company prior to or at the Annual Meeting, by a later-dated vote by Internet or by telephone, or by attending the Annual Meeting and voting in person.

     The expenses of this proxy solicitation, including the cost of preparing and mailing this proxy statement and accompanying proxy, will be borne by us. Such expenses will also include the charges and expenses of banks, brokerage firms and other custodians, nominees and fiduciaries for forwarding solicitation material regarding the Annual Meeting to beneficial owners of our common stock. Solicitation of proxies may be made by mail, telephone, personal interviews or by other means by the Board of Directors or our employees who will not be additionally compensated therefor, but who may be reimbursed for their out-of-pocket expenses in connection therewith. In addition, we have retained Georgeson Inc. (“Georgeson”) to aid in the solicitation of proxies. For those services, we will pay Georgeson a fee of $10,000 plus out-of-pocket disbursements and expenses.

STOCKHOLDERS ENTITLED TO VOTE

     Stockholders of record at the close of business on April 9, 2010, will be entitled to vote at the Annual Meeting. As of April 9, 2010, there were issued and outstanding 39,680,392 shares of our common stock, par value $.05 per share. Each share of common stock is entitled to one vote. There is no cumulative voting with respect to the election of directors. The presence in person or by proxy of the holders of a majority of the shares issued and outstanding at the Annual Meeting and entitled to vote will constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been reached. Votes will be tabulated by an inspector of election appointed by our Board of Directors. With regard to the election of directors, votes may be cast for or against each nominee; abstentions do not count as votes for or against the director’s election. Abstentions on all of the other proposals will have the effect of a negative vote. A broker non-vote will have no effect on the outcome of the election of directors or the other proposals.

     If you hold your shares through an account with a bank or broker, the bank or broker may vote your shares on some matters even if you do not provide voting instructions. Brokerage firms have the authority under the New York Stock Exchange Rules to vote shares on certain matters (such as the ratification of auditors) when their customers do not provide voting instructions. However, on other matters (such as the election of directors and the approval of the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan), when the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that matter and a “broker non-vote” occurs. Please note that the New York Stock Exchange rules have changed and an uncontested election of directors is no longer considered a routine matter. This means that brokers may not vote your shares on the election of directors if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

PROPOSAL ONE

ELECTION OF DIRECTORS

     Our Certificate of Incorporation provides that our Board of Directors (the “Board of Directors”) shall consist of not less than three nor more than twelve directors, as determined from time to time by resolution of the Board of Directors. The number of directors is currently fixed at eight. The Board of Directors is divided into three nearly equal classes. The terms of such classes are staggered so that only one class is elected at the annual meeting of stockholders each year for a three-year term. The term of the current Class II directors (Messrs. McNabb, Sluder and Williams) will expire at the Annual Meeting. The terms of the current Class III directors (Messrs. Bayer, Berry and DeKraai) and Class I directors (Messrs. Harl and DiPaolo) will expire at the annual meetings of stockholders to be held in 2011 and 2012, respectively.

     In accordance with the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors has nominated John T. McNabb, II, Robert L. Sluder and S. Miller Williams for election as Class II directors. Messrs. McNabb, Sluder and Williams, who currently serve as Class II directors and whose terms expire at the Annual Meeting, are each standing for re-election as a Class II director for a term expiring at the annual meeting of stockholders in 2013 and until his successor is duly elected and qualifies, or until the earlier of his death, retirement or resignation.

     The persons named as proxies in the accompanying proxy, who have been designated by the Board of Directors, intend to vote, unless otherwise instructed in such proxy, for the election of Messrs. McNabb, Sluder and Williams. Should any nominee named herein become unable for any reason to stand for election as a director, it is intended that the persons named in such proxy will vote for the election of such other person or persons as the Nominating/Corporate Governance Committee may recommend and the Board of Directors may propose to replace such nominee. We know of no reason why any of the nominees will be unavailable or unable to serve.

     Our Bylaws require that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee in order to elect that nominee in an uncontested election. All of our director nominees are currently serving on the Board of Directors. If a director nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board of Directors as a “holdover director.” Under our Corporate Governance Guidelines, the Board of Directors expects a director nominee up for re-election to tender his or her resignation if he or she fails to receive the required number of votes for re-election. In addition, the Nominating/Corporate Governance Committee will nominate for election or re-election as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (i) the failure of an incumbent director to receive the required vote at the next annual meeting at which he or she faces re-election and (ii) Board of Directors’ acceptance of such resignation. Our Nominating/Corporate Governance Committee would make a recommendation to the Board of Directors about whether to accept or reject the resignation of an incumbent director that failed to receive the required vote for re-election, or whether to take other action. The Board of Directors would act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it.

     The following information, including principal occupation or employment for the past five or more years and a summary of each individual’s experience, qualifications, attributes or skills that have led to the conclusion that each individual should serve as a director in light of our current business and structure, is furnished with respect to each nominee and each of the continuing members of the Board of Directors.

     Each of our directors possesses a combination of attributes that qualifies him for service on the Board of Directors. The directors were specifically recruited for these attributes, which include domestic and international business experience specifically related to the industries in which we operate, knowledge based on specialized education or training such as engineering, accounting and finance, and senior executive management experience that demonstrates leadership qualities and a practical understanding of organizations, processes, business strategies, risk management and how to drive change and growth. We believe that the qualifications, skills and experiences of the directors, individually and collectively, have resulted in the Board of Directors being effective.

     The Board of Directors recommends a vote “FOR” each of the following nominees for directors.

Nominees for Directors (Class II Directors with Terms Expiring May 2010)

     John T. McNabb, II, age 65, has served as non-executive Chairman of the Board since September 2007. He was elected to the Board of Directors in August 2006. Mr. McNabb is founder and Chairman of the Board of Directors of Growth Capital Partners, L.P., an investment and merchant banking firm that has provided financial advisory services to middle market companies throughout the United States since 1992. He has served as a Principal of Southwest Mezzanine Investments, the investment affiliate of Growth Capital Partners, L.P. since 2001. Previously, he was a Managing Director of Bankers Trust New York Corporation and a Board member of BT Southwest, Inc., the southwest U.S. merchant banking affiliate of Bankers Trust, from 1989 to 1992. Mr. McNabb started his career, after serving in the U.S. Air Force during the Vietnam conflict, with Mobil Oil in its exploration and production division. He has served on the boards of six public companies, including Hiland Partners, LP, Warrior Energy Services Corporation and Vintage Petroleum, Inc. Mr. McNabb earned both his undergraduate degree and MBA from Duke University.

     Mr. McNabb’s service as a partner in two independent exploration and production companies and a company specializing in directional drilling, and his extensive experience leading management teams and serving as a financial advisor to energy industry companies enables him to chair our Board of Directors with respect to industry matters. His background in finance and accounting also provides the necessary expertise to serve on the Audit Committee of the Board of Directors and to be considered one of our audit

committee financial experts. Mr. McNabb’s significant prior and current service on the boards of numerous public and private companies ideally suit him in industry, finance, corporate governance and oversight matters to serve as Chairman of the Board.

     Robert L. Sluder, age 60, was elected to the Board of Directors in May 2007. Mr. Sluder was President of Kern River Gas Transmission Company, a unit of MidAmerican Energy/Berkshire Hathaway, from February 2002 to December 2005, when he retired. Kern River is the owner and operator of a 1,700-mile interstate natural gas pipeline between southwestern Wyoming and southern California. In addition, he served as President of Alaska Gas Transmission Company, formed in 2003 to facilitate the delivery of North Slope reserves to Canadian and U.S. markets. He was Senior Vice President and General Manager of The Williams Companies in Salt Lake City from December 2001 to February 2002 and Vice President of Williams Operations from January 1996 to December 2001. Mr. Sluder served as Senior Vice President and General Manager of Kern River from 1995 to 1996 and as Director, Operations for Kern River from 1991 to 1995. Prior to that time, he held a variety of engineering and construction supervisory positions with various companies.

     Mr. Sluder brings to our Board of Directors an extensive engineering background and a wealth of operational and managerial experience with respect to one of our core businesses, the construction and maintenance of large diameter pipelines. His decades of senior management level experience in the oil and gas industry provides in-depth business and strategic knowledge and insight that strengthens our Board of Directors’ collective qualifications, skills and experience.

     S. Miller Williams, age 58, was elected to the Board of Directors in May 2004. Since August 2009, he has been Executive Vice President — Finance and Administration of Soltherm Energy LLC, a renewable energy company. He has been Managing Director of Willvest, LLC, an investment and corporate development advisory firm, since 2004. He was Executive Vice President of Strategic Development of Vartec Telecom, Inc., an international consumer telecommunications services company, from August 2002 until May 2004, and was appointed interim Chief Financial Officer of Vartec in November 2003. From 2000 to August 2003, Mr. Williams was Executive Chairman of the Board of PowerTel, Inc., a public company which provided telecommunications services in Australia. From 1991 to 2002, he served in various executive positions with Williams Communications Group, a subsidiary of The Williams Companies that provided global network and broadband media services, where his last position was Senior Vice President — Corporate Development, General Manager - International and Chairman of WCG Ventures, the company’s venture capital fund. He was President and owner of MediaTech, Incorporated, a manufacturer and dealer of computer tape and supplies, from 1987 until the company was sold in 1992. He is a former director of eLEC Communications Corp.

     Mr. Williams’ prior service in corporate development positions and as executive chairman of a public company and a member of the boards of directors of businesses in the telecommunications industry, enables him to contribute significantly to our Board of Directors with respect to strategic planning, acquisitions and various oversight matters, including enterprise risk management. His experience in accounting and finance positions, including prior service as a chief financial officer of a company with approximately $1.0 billion in revenues, provides the necessary financial reporting and accounting expertise to serve as Chairman of the Audit Committee of the Board of Directors.

Directors Continuing in Office

Class III
(Term Expires May 2011)

     Michael J. Bayer, age 62, was elected to the Board of Directors in December 2006. Mr. Bayer is the President and Chief Executive Officer of Dumbarton Strategies, Washington, D.C. Since 1992, Mr. Bayer has acted as a consultant engaged in enterprise strategic planning and mergers and acquisitions, specializing in the energy and national security sectors. Mr. Bayer is the Chairman of the U.S. Department of Defense’s Business Board, and a member of the Sandia National Laboratory’s

National Security Advisory Panel, the U.S. Department of Defense’s Science Board and the Chief of Naval Operations Executive Panel. Mr. Bayer’s previous U.S. Government service included appointments as a member of the U.S. European Command Senior Advisory Group, a member of the Board of Visitors of the United States Military Academy, Chairman of the U.S. Army Science Board, and Chairman of the Air Force Secretary’s Advisory Group. Earlier in his career, he was Counsel to a senior member of the U.S. House of Representatives, Deputy Assistant Secretary at the U.S. Department of Energy, Malcolm Baldrige’s Associate Deputy Secretary of Commerce, Counselor to the United States Synthetic Fuels Corporation, Counselor to President Bush’s Commission on Aviation Security and Terrorism, and the Federal Inspector for the Alaska Natural Gas Transportation System. He has also served on a number of non-partisan task forces to improve the management and efficiency of the Department of Defense. Mr. Bayer currently serves on the Board of Directors of DynCorp International, Inc. and SIGA Technologies, Inc. He is a former director of CACI International Inc, Duratek, Inc. and Stratos Global Corporation.

     Mr. Bayer’s in-depth understanding of federal regulatory matters, including his service in the Departments of Energy and Defense and with the Alaska Natural Gas Transportation System, enable him to contribute significantly to our Board of Directors on matters relating to our growing government services business. His extensive experience on public company boards strengthens the Board of Directors’ collective qualifications, skills and experiences, particularly relating to corporate governance matters, and provides the necessary expertise to serve as Chairman of the Nominating/Corporate Governance Committee of the Board of Directors.

     William B. Berry, age 57, was elected to the Board of Directors in February 2008. Mr. Berry served as Executive Vice President, Exploration and Production, of ConocoPhillips, a major international integrated energy company, from 2003 until his retirement in December 2007. He has over 30 years of experience with ConocoPhillips and Phillips Petroleum Company, which became a part of ConocoPhillips in August 2002. While at these companies, he served at various times in other executive positions including President, Asia Pacific; Senior Vice President of Exploration and Production, Eurasia-Middle East; Vice President of Exploration and Production, Eurasia; Vice President of International Exploration and Production, New Ventures; Country Manager for International Exploration and Production in China; Manager, Corporate Planning; and Operations Manager responsible for exploration and production and gas gathering and processing for Phillips’ Permian Basin operations. He served these companies in various locations including London, England; Abidjan, Ivory Coast; Stavanger, Norway; Shekou and Beijing, China; and Singapore. Mr. Berry was recognized by the government of China as one of the 31 outstanding foreign experts in 1996. He currently serves on the Board of Directors of Nexen Inc.

     Mr. Berry’s extensive engineering background, and his three decades of operational experience as a senior executive with a fully integrated multinational energy company, including service in several regions of the globe which are of significant interest to the Company, enable him to provide a significant contribution to our Board of Directors. His extensive industry experience also contributes valuable insight into all areas of our day-to day operations of our businesses. He has the necessary experience with respect to executive compensation matters to serve as Chairman of the Compensation Committee of the Board of Directors.

     Arlo B. DeKraai, age 62, was elected to the Board of Directors in November 2007. Mr. DeKraai joined Willbros in November 2007 in conjunction with the acquisition of the Company’s downstream business segment (“InServ”) and served as President of that segment and Executive Vice President of Willbros Group, Inc. until his retirement in February 2010. Prior to the acquisition, he had been Chairman, President and Chief Executive Officer of InServ, a downstream construction, turnaround, maintenance and turnkey projects company, since 1994 when he founded the company as Cust-O-Fab Service Co. Mr. DeKraai has over 40 years experience working in the downstream oil and gas construction, turnaround and maintenance industries. He began his career working for Texaco Inc. in its refining operations. He entered the construction and turnaround business in various capacities and ultimately was the founder and President of Midwest Industrial Contractors in 1983, as a provider of construction and maintenance services for the refinery and petrochemical sector. Mr. DeKraai was

named Distinguished Engineer of South Dakota State University (“SDSU”) in 2005, and serves on the Board of Governors of The Enterprise Institute, an affiliate of SDSU.

     Mr. DeKraai’s 36 years of experience with respect to the downstream construction, turnaround and maintenance industries, and his exceptional background in engineering and as the founder of InServ, allow him to provide significant input to our Board of Directors with respect to all matters affecting our Downstream Oil and Gas segment.

Class I
(Term Expires May 2012)

     Robert R. Harl, age 59, was elected to the Board of Directors and President and Chief Operating Officer of the Company in January 2006, and as Chief Executive Officer in January 2007. Mr. Harl has over 30 years experience working with Kellogg Brown & Root (“KBR”), a global engineering, construction and services company, and its subsidiaries in a variety of officer capacities, serving as President of several of the KBR business units. Mr. Harl’s experience includes executive management responsibilities for units serving both upstream and downstream oil and gas sectors as well as power, government and infrastructure sectors. He was President and Chief Executive Officer of KBR from March 2001 until July 2004 when he was appointed Chairman, a position he held until January 2005. KBR filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in December 2003 in order to discharge certain asbestos and silica personal injury claims. The order confirming KBR’s plan of reorganization became final in December 2004, and the plan of reorganization became effective in January 2005. Mr. Harl was engaged as a consultant to the Company from August 2005 until he became an executive officer and director of the Company in January 2006.

     As the current President and CEO of the Company, Mr. Harl provides a management representative on the Board of Directors with extensive knowledge of our day-to-day operations. As a result, he can facilitate the Board of Directors’ access to timely and relevant information and its oversight of management’s strategy, planning and performance. In addition, Mr. Harl brings to the Board of Directors considerable management and leadership experience, and extensive knowledge of the international energy industry and our business, especially as it relates to engineering, procurement and construction.

     Edward J. DiPaolo, age 57, was elected to the Board of Directors in May 2009. Mr. DiPaolo is a consultant for Growth Capital Partners, L.P, an investment and merchant banking firm, and has served in that capacity since 2003. From 1976 to 2002, Mr. DiPaolo was with Halliburton Company, most recently as Group Senior Vice President of Global Business Development. Previously, Mr. DiPaolo was the North American Regional Vice President and Far East Regional Vice President within Halliburton. In this role, he was responsible for overall operations of Halliburton Energy Services’ North America and Far East operations. He currently serves on the Board of Directors of the following public companies: Evolution Petroleum Corporation, Superior Well Services, Inc. and Boots & Coots, Inc. (where he also served as interim Chairman of the Board), as well as several private company boards, including Edgen Murray Corporation, which previously was an SEC reporting company. Mr. DiPaolo received his undergraduate degree in Agricultural Engineering from West Virginia University in 1976 and serves on the Advisory Board for the West Virginia University College of Engineering.

     Mr. DiPaolo’s engineering background, along with his extensive international experience, his knowledge of our customer base, and his service on numerous public company boards, enables him to provide a significant contribution to matters relating to our domestic and international operations and board governance. His executive leadership and industry experiences provide in-depth business, financial and strategic knowledge that strengthens the Board of Directors.

Corporate Governance

     The Board of Directors and corporate management utilize their best individual efforts to adopt and implement best practices of corporate governance that are appropriate for Willbros under the circumstances. Each believes strongly that effective corporate governance practices underpin our efforts

to focus the entire organization on generating long-term stockholder value through conscientious actions in an ethical manner. The directors have a wide range of business and industry experience, which provides insightful perspective on significant matters and an understanding of the challenges we face. Each director brings specific qualifications and expertise to help promote our strategic interests and add stockholder value. Our commitment to sound, independent oversight is demonstrated by the composition of the Board of Directors, which has been comprised of a majority of independent directors since our initial public offering in 1996. In 2007, the Board of Directors determined that it was good corporate governance practice to appoint an independent director to serve as Chairman of the Board. In September 2007, Mr. McNabb, an independent director, was named to such position.

     The Board of Directors has Corporate Governance Guidelines, a Code of Business Conduct and Ethics for directors, officers and employees, and an additional separate Code of Ethics for the Chief Executive Officer and Senior Financial Officers (“Codes”). The Corporate Governance Guidelines were revised and updated in May 2009. The Corporate Governance Guidelines and Codes are available on our website at http://www.willbros.com under the “Governance” caption on the “Investors” page.

     We are committed and dedicated to employing sound, ethical business practices, complying with the law in all areas of the world in which we work, and demanding the highest standards of integrity from our employees. There is common agreement that effective corporate governance requires the checks and balances provided by a proactive Board of Directors and corporate management actively engaged with others in the organization.

     Director Independence. The Board of Directors has affirmatively determined that each of Messrs. Bayer, Berry, DiPaolo, McNabb, Sluder and Williams, current directors of the Company, are “independent” under the current director independence standards of the New York Stock Exchange. Messrs. Gerald J. Maier and James B. Taylor, Jr., who served as directors until their retirement on May 27, 2009, were also independent. In reaching its conclusion, the Board of Directors determined that each of those individuals met the “bright line” independence standards of the New York Stock Exchange and has no other material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). In making the determination of independence, the Board of Directors not only used the “bright line” independence standards of the New York Stock Exchange, but also considered the standard that no relationships exist that are required to be reported under the caption “Certain Relationships and Related Transactions” in this proxy statement pursuant to the rules and regulations of the Securities and Exchange Commission. These standards are set forth on Exhibit A to this proxy statement. Mr. Harl is not considered to be independent because of his current employment as a senior executive officer of the Company. Mr. DeKraii is not considered to be independent because of his former employment as a senior officer of the Company and of our subsidiary, InServ.

     Board Meetings and Attendance. The Board held four meetings during the year ended December 31, 2009. During that year, each of our directors attended at least 75 percent of the aggregate number of Board meetings and meetings held by all committees on which he then served. In addition, the Board of Directors took action 12 times during 2009 by unanimous written consent.

     Director Attendance at Annual Meeting of Stockholders. Each director is encouraged to participate in our annual meetings of stockholders. All of our directors attended the 2009 annual meeting.

     Board Leadership Structure and Role in Risk Oversight. The Board of Directors has no policy mandating the separation of the offices of Chairman of the Board and Chief Executive Officer. Until September 2007, we operated under the traditional U.S. board leadership structure with our Chief Executive Officer also serving as Chairman of the Board. In light of certain investigations of former Willbros executives, the Board of Directors determined that an independent leader who ensures that management acts strictly in the best interest of the Company would better serve our stockholders, and protect stockholders from future management actions that could harm stockholders.

     As the oversight responsibilities of directors continues to increase, we believe it is beneficial to have an independent chairman whose sole job for the Company is leading the board. We believe the separation of the Chairman and Chief Executive Officer roles provides strong leadership for our board, while positioning our Chief Executive Officer as the leader of the Company in the eyes of our customers, employees and other stakeholders. The Chairman of the Board is responsible for:

•

providing leadership to the Board of Directors and facilitating communication among the directors;

•

setting the board meeting agendas in consultation with the Chief Executive Officer;

•

presiding at board meetings, executive sessions and stockholder meetings; and

•

facilitating the flow of information between management and the directors on a regular basis.

     If, in the future, the Chief Executive Officer is serving as Chairman of the Board, then the Board of Directors will name a lead director who would, among other specified responsibilities, serve as the leader of the independent directors and facilitate communication between the Chairman/CEO and the other directors.

     Our Board of Directors has six independent members and only two non-independent members. A number of our independent board members are currently serving or have served as members of senior management or as directors of other public companies. Our Audit, Compensation and Nominating/Corporate Governance Committees are comprised solely of independent directors, each with a different independent director serving as chair of the committee. We believe that the number of independent, experienced directors that make up our Board of Directors, along with the independent oversight of the board by the non-executive Chairman, benefits our Company and our stockholders.

     The Audit Committee and Executive Committee are jointly responsible for overseeing the Company’s risk management processes on behalf of the Board of Directors. These committees receive reports from management at least quarterly regarding the Company’s assessment of risks. In addition, the Audit and Executive Committees and the full Board of Directors focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board of Directors’ appetite for risk. While the Board of Directors oversees the Company’s risk management, Company management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our board leadership structure supports this approach.

     Board Committees. The Board of Directors has a standing Executive Committee, Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee. Each of the current members of each of the committees, other than the Executive Committee, qualifies as an “independent” director under the current listing standards of the New York Stock Exchange.

          The table shows the current membership of the Committees and identifies our independent directors:

								Nominating/		Independent
Name		Executive		Audit		Compensation		Governance		Directors
Michael J. Bayer				X				X*		X
William B. Berry						X*		X		X
Arlo B. DeKraai
Edward J. DiPaolo						X		X		X
Robert R. Harl		X
John T. McNabb, II		X		X						X
Robert L. Sluder				X		X				X
S. Miller Williams		X		X*						X

     Executive Committee. The Executive Committee is authorized to act for the Board of Directors in the management of our business and affairs, except with respect to a limited number of matters which include:

•

changing the size of the Board of Directors;

•

filling vacancies on the Board of Directors;

•

amending our Bylaws;

•

disposing of all or substantially all of our assets; and

•

recommending to our stockholders an amendment to our Certificate of Incorporation or a merger or consolidation involving the Company.

The Executive Committee held seven meetings during 2009.

     Audit Committee. The Board of Directors has determined that it has two audit committee financial experts serving on the Audit Committee, Messrs. Williams and McNabb. The Audit Committee has a written charter, which was revised and updated in May 2008 and is available on our website at http://www.willbros.com. We have in place and circulated a “whistleblower policy” entitled, “Procedure of the Audit Committee on Reporting and Investigating Complaints with Regard to Possible Accounting Irregularities.” The Audit Committee appoints the independent registered public accounting firm that will serve each year as independent auditor of our financial statements and perform services related to the completion of such audit. The Audit Committee also has the responsibility to:

•

review the scope and results of the audit with the independent auditor;

•

review with management and the independent auditor our interim and year-end financial condition and results of operations;

•

consider the adequacy of our internal accounting, bookkeeping, and other control procedures; and

•

review and pre-approve any non-audit services and special engagements to be performed by the independent auditor and consider the effect of such performance on the auditor’s independence.

The Audit Committee also generally reviews and approves the terms of material transactions and arrangements, if any, between us and our directors, officers and affiliates. The Audit Committee held nine meetings during 2009. In addition, the Audit Committee took action once during 2009 by unanimous written consent.

     Compensation Committee. The Compensation Committee has a written charter, which was revised and updated in May 2008 and is available on our website at http://www.willbros.com. The Compensation Committee reviews and takes action for and on behalf of the Board of Directors with respect to compensation, bonus, incentive and benefit provisions for our officers, and administers our 1996 Stock Plan. If the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan is approved by the stockholders at the Annual Meeting, the Compensation Committee will also administer this Plan. In addition, the Compensation Committee recommends the form and amount of non-employee director compensation to the Board of Directors, and the Board of Directors makes the final determination. The Compensation Committee has authority under its charter to obtain advice and seek assistance from compensation consultants and from internal and outside legal, accounting and other advisors.

     The Compensation Committee has discretion under its charter to form and delegate some or all of its authority to subcommittees composed entirely of independent directors. During 2009, the Compensation Committee did not form or utilize a subcommittee and it has no current plans to do so.

     More information describing the Compensation Committee’s processes and procedures for considering and determining executive compensation, including the role of our Chief Executive Officer and consultants in determining or recommending the amount or form of executive compensation, is included in the Compensation Discussion and Analysis below.

     The Compensation Committee meets at such times as may be deemed necessary by the Board of Directors or the Compensation Committee. The Compensation Committee held seven meetings during 2009. In addition, the Compensation Committee took action six times during 2009 by unanimous written consent.

     Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee has a written charter, which was revised and updated in March 2010 and is available on our website at http://www.willbros.com. The Nominating/Corporate Governance Committee also has put in place, with the approval of the Board of Directors, Corporate Governance Guidelines. The Nominating/Corporate Governance Committee is responsible for recommending candidates to fill vacancies on the Board of Directors as such vacancies occur, as well as the slate of nominees for election as directors by stockholders at each annual meeting of stockholders. The Nominating/Corporate Governance Committee has the authority under its charter to retain a professional search firm to identify candidates. It is also responsible for developing and recommending to the Board of Directors the Corporate Governance Guidelines applicable to the Company. Additionally, the Nominating/Corporate Governance Committee makes recommendations to the Board of Directors regarding changes in the size of the Board of Directors and recommends nominees for each committee. The Nominating/Corporate Governance Committee held four meetings during 2009.

     Consideration of Director Nominees. The Nominating/Corporate Governance Committee will consider director candidates submitted to it by other directors, employees and stockholders. In evaluating such candidates, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors, and to address the director qualifications discussed below. Any stockholder recommendations of candidates proposed for consideration by the Nominating/Corporate Governance Committee should include the nominee’s name and qualifications for director and should be addressed to: Secretary, Willbros Group, Inc., Five Post Oak Park, 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027. In addition, as described below, our Bylaws permit stockholders to nominate directors for consideration at a meeting of stockholders.

     The Nominating/Corporate Governance Committee regularly assesses the appropriate size of the Board of Directors and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director. Candidates may come to the attention of the Committee through current directors, professional search firms, stockholders or other persons.

     Once a prospective nominee has been identified, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The initial determination focuses on the information provided to the Committee with the recommendation of the prospective candidate and the Committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or others. If the Committee determines, after consultation with the Chairman of the Board of Directors and other directors as appropriate, that additional consideration is warranted, it may request a professional search firm to gather additional information about the candidate. The Committee then evaluates the candidate against the qualifications considered by the Committee for director candidates, which include:

•

an attained position of leadership in the candidate’s field of endeavor;

•

business and/or financial expertise;

•

demonstrated exercise of sound business judgment;

•

expertise relevant to our lines of business;

•

diversity of the candidate;

•

corporate governance experience; and

•

the ability to serve the interests of all stockholders.

     The Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. Although the Committee may also consider other aspects of diversity, including race, gender and national origin, these factors are not a prerequisite for any prospective nominee. Consequently, while the Committee evaluates the mix of experience and skills of the Board of Directors as a group, the Committee does not monitor the effectiveness of its policies with respect to diversity of race, gender or national origin.

     The Committee also assesses each candidate’s qualifications as an “independent director” under the current director independence standards of the New York Stock Exchange. The candidate must be able to devote the time, energy and attention as may be necessary to properly discharge his or her responsibilities as a director. As part of this evaluation, one or more members of the Committee, and others as appropriate, will interview the candidate. After completing this evaluation, the Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation of the Committee.

     Our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. To nominate a director, stockholders must follow the procedures specified in our Bylaws. Stockholders must submit the candidate’s name and qualifications in writing to our Secretary at the following address: Secretary, Willbros Group, Inc., Five Post Oak Park, 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027. Any such submission must, among other things, be accompanied by, as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) all information relating to such person as would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (3) a statement from such person that such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors. Additionally, any such submission generally must be submitted not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. For further information, see “Other Matters — Proposals of Stockholders” in this proxy statement and Section 2.10 of our Bylaws. Stockholders may contact our Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

     Executive Sessions. Executive sessions of the non-management directors are held periodically. The sessions are chaired by the independent, non-executive Chairman of the Board. Any non-management director may request that an additional executive session be scheduled. Executive sessions of the independent directors only are held at least once each year.

     Communications with the Board of Directors. The Board of Directors provides a process by which stockholders and other interested parties may communicate with the Board, the non-management or independent directors as a group or any of the directors. Stockholders and other interested parties may send written communications to the Board of Directors, the non-management or independent directors as a group or any of the directors at the following address: Secretary, Willbros Group, Inc., Five Post Oak Park, 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027. All communications will be compiled by the Company’s Secretary and submitted to the Board of Directors, the non-management or independent directors or the individual director.

PROPOSAL TWO

APPROVAL OF THE WILLBROS GROUP, INC.
2010 STOCK AND INCENTIVE COMPENSATION PLAN

     We are asking for approval of the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan (the “2010 Plan”), which will allow us to grant stock-based and cash-based compensation to our employees (including employees of our subsidiaries). Upon approval of the 2010 Plan by our stockholders, no further awards will be made under our 1996 Stock Plan (as amended, the “1996 Plan”), which is currently our only active equity compensation plan for employees.

     The 2010 Plan is being submitted to a vote of the stockholders in order to comply with New York Stock Exchange rules and to allow us to deduct for federal income tax purposes the “performance-based compensation” that is paid under the 2010 Plan, as permitted by Section 162(m) of the Internal Revenue Code (all Section references are to the Internal Revenue Code unless otherwise noted). Stockholder approval will also allow us to grant incentive stock options under the 2010 Plan.

     A copy of the 2010 Plan can be found in the accompanying Exhibit B, and the following summary of the 2010 Plan’s material terms is qualified in its entirety by reference to the full text. Stockholders are urged to read the full 2010 Plan as set forth in Exhibit B.

Summary of the 2010 Plan

     The purpose of the 2010 Plan is to attract, motivate and retain the services of our employees by enabling them to participate in our growth and financial success through cash-based and stock-based awards, and to align their individual interests to those of our stockholders. The 2010 Plan will become effective only upon approval by our stockholders.

     Shares Issuable Under the Plan. The 2010 Plan authorizes the issuance of 2,100,000 shares of our common stock, representing approximately 5.3 percent of our outstanding shares of common stock. The closing sale price of a share of our common stock, as quoted on the New York Stock Exchange on April 15, 2010, was $13.14. The 2010 Plan also contains limits on the awards granted to any participants who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (“Insiders”). Accordingly, unless the Compensation Committee of the Board of Directors (the “Committee”), determines that an award to an Insider will not be designed to qualify as performance-based compensation under Section 162(m):

•

The maximum number of shares that may be awarded in the form of stock options or stock appreciation rights to any Insider in any fiscal year is 250,000 shares.

•

The maximum number of shares that may be awarded in the form of restricted stock or restricted stock units to any Insider in any fiscal year is 250,000 shares.

•

The maximum number of shares that may be awarded in the form of performance shares or performance units to any Insider in any fiscal year is 250,000 shares or an amount equal to the value of 250,000 shares.

•

The maximum amount that may be awarded in the form of cash-based awards to any Insider in any fiscal year is $9,500,000.

•

The maximum number of shares that may be awarded in the form of other stock-based awards to any Insider in any fiscal year is 250,000 shares.

     Burn Rate Commitment. In order to address potential stockholder concerns regarding the number of restricted stock awards or awards of stock options, stock appreciation rights or other stock awards we intend to grant in any given year, the Board of Directors commits to our stockholders that over the next three years (commencing on January 1, 2010), it will not grant a number of restricted stock awards or shares subject to options, stock appreciation rights or other stock awards to employees or non-employee directors at an average rate greater than 2.61 percent of the number of shares of our common stock that

we believe will be outstanding over such three-year period. For purposes of calculating the number of shares granted in a year, any full-value awards will count as equivalent to 1.5 shares.

     Administration. The Compensation Committee of the Board of Directors (the “Committee”) administers the Plan and has authority to make awards under the Plan, to set the terms of the awards, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Subject to the limitations specified in the 2010 Plan, the Committee may delegate its non-administrative authority to appropriate company officers.

     Eligibility. All employees of the Company and its subsidiaries are eligible to receive awards under the 2010 Plan, as determined by the Committee or the Board of Directors. As of the date of this proxy statement, we have approximately 3,700 employees who are eligible to participate in the 2010 Plan. Awards under the 2010 Plan may be granted in any one or a combination of the following forms:

	•		incentive stock options under Section 422;
	•		non-qualified stock options;
	•		stock appreciation rights;
	•		restricted stock;
	•		restricted stock units;
	•		performance shares;
	•		performance units;
	•		cash based awards; and
	•		other stock-based awards.

     Cancellation, Forfeiture, Expiration or Cash Settlement of Awards. If an award expires or is canceled, forfeited or settled for cash, then any shares subject to such award may, to the extent of such expiration, cancellation, forfeiture or cash settlement, be used again for new grants under the 2010 Plan. Likewise, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award may also be used again for new grants.

     Types of Awards. Each type of award that may be granted under the 2010 Plan is described below:

     Stock Options. The Committee may grant non-qualified stock options or incentive stock options to purchase shares of our common stock. The Committee will determine the number and exercise price of the options, and the time or times that the options become exercisable, provided that the option exercise price may not be less than the fair market value of a share of common stock on the date of grant. The term of an option will also be determined by the Committee, but may not exceed ten years.

     The option exercise price may be paid in cash; by check; in shares of common stock; through a “cashless” exercise arrangement with a broker; or in any other manner authorized by the Committee. Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under Section 422.

     Stock Appreciation Rights. A stock appreciation right may be granted by the Committee in its discretion. The Committee may grant free standing stock appreciation rights, tandem stock appreciation rights or any combination of these forms of stock appreciation rights. The grant price for each stock appreciation right shall be determined by the Committee and shall be specified in the award agreement, but in no event shall the grant price be less than the fair market value of a share of our common stock on the date the stock appreciation right is granted. The grant price of tandem stock appreciation rights shall be equal to the option price of the related option. The term of the stock appreciation right shall be determined by the Committee and specified in the award agreement which relates to the stock appreciation right, but may not exceed ten years. Outstanding stock appreciation rights may be exercised on whatever terms and conditions the Committee imposes. Tandem stock appreciation rights may be exercised for all or part of the shares subject to the related option on the surrender of the right to exercise equivalent portions of the related option. A tandem stock appreciation right may be exercised only with

respect to the shares for which the related option is unexercisable. With respect to a tandem stock appreciation right granted in connection with an incentive stock option: (a) the tandem stock appreciation right will expire no later than the expiration of the underlying incentive stock option; (b) the value of the payout with respect to the tandem stock appreciation right will be for no more than 100 percent of the difference between the option price of the underlying incentive stock option and the fair market value of the shares subject to the underlying incentive stock option at the time the tandem stock appreciation right is exercised; and (c) the tandem stock appreciation right may be exercised only when the fair market value of the shares subject to the incentive stock option exceeds the option price of the incentive stock option.

     On the exercise of a stock appreciation right, a participant will be entitled to receive payment in an amount determined by multiplying: (a) the difference between the fair market value of a share of common stock on the date of exercise and the grant price; by (b) the number of shares with respect to which the stock appreciation right is exercised. In the discretion of the Committee, the payment of the stock appreciation right exercised may be in cash, shares of equivalent value (based on the fair market value on the date of exercise of a stock appreciation right), in some combination thereof or in any other form approved by the Committee.

     Restricted Stock. Shares of common stock may be granted by the Committee to an eligible employee and made subject to restrictions on sale, pledge or other transfer by the employee for a certain period (the restricted period). All shares of restricted stock will be subject to such restrictions as the Committee may provide in an award agreement with the participant, including provisions obligating the participant to forfeit or resell the shares to us in the event of termination of employment or if specified performance goals or targets are not met. A participant’s rights with respect to such shares shall be subject to the restrictions provided in the award agreement and the 2010 Plan. To the extent an award of restricted stock is intended to qualify as performance based compensation under Section 162(m), it must be granted subject to the attainment of performance goals and meet the additional requirements imposed by Section 162(m).

     Restricted Stock Units. A restricted stock unit represents the right to receive from us, on the respective scheduled vesting or payment date for such restricted stock unit, one share of common stock. An award of restricted stock units may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Committee may determine, subject to the provisions of the 2010 Plan. To the extent an award of restricted stock units is intended to qualify as performance based compensation under Section 162(m), it must be granted subject to the attainment of performance goals and meet the additional requirements imposed by Section 162(m).

     Performance Shares, Performance Units and Cash-Based Awards. Performance shares, performance units and cash-based awards may be granted in such amounts and subject to such terms and conditions as determined by the Committee at the time of grant and as set forth in the award agreement. The Committee will set performance goals, which, depending on the extent to which they are met, will determine the number and/or value of the performance shares/units and cash-based awards that will be paid out to the participant.

     Participants will receive payment of the value of performance shares/units earned after the end of the performance period. Payment of performance shares/units will be made in shares, cash or a combination thereof that have an aggregate fair market value equal to the value of the earned performance shares/units and cash-based awards at the close of the applicable performance period as the Committee determines. Shares may be granted subject to any restrictions deemed appropriate by the Committee.

     Other Stock-Based Awards. The 2010 Plan also authorizes the Committee to grant participants awards of common stock and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of our common stock (other stock-based awards). The Committee has discretion to determine the participants to whom other stock-based awards are to be made, the times at which such awards are to be made, the

sizes of such awards, the form of payment, and all other conditions of such awards, including any restrictions, deferral periods or performance requirements.

     Performance-Based Compensation. Awards may be granted to employees who are “covered employees” under Section 162(m) that are intended to be “performance-based compensation” so as to preserve the tax deductibility of the awards for federal income tax purposes. These performance-based awards may be either equity or cash awards, or a combination of both. Holders are only entitled to receive payment for a Section 162(m) performance-based award for any given performance period to the extent that pre-established performance goals set by the Committee are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria:

	•		net earnings or net income (before or after taxes);
	•		earnings per share;
	•		net operating profit;
	•		operating earnings;
	•		operating earnings per share;
	•		return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue);
	•		cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital or investments);
	•		earnings before or after taxes, interest, depreciation, and/or amortization and impairment of intangible assets;
	•		gross or operating margins;
	•		share price (including, but not limited to, growth measures and total stockholder return);
	•		margins;
	•		operating efficiency;
	•		customer satisfaction;
	•		employee satisfaction;
	•		working capital targets;
	•		revenue or sales growth;
	•		growth of assets;
	•		productivity ratios;
	•		expense targets;
	•		measures of health, safety or environment;
	•		market share;
	•		credit quality (including, but not limited to, days sales outstanding);
	•		economic value added;
	•		price earnings ratio;
	•		improvements in capital structure; and
	•		compliance with laws, regulations and policies.

     With respect to particular performance-based awards, the Committee is permitted to make certain equitable and objectively determinable adjustments to the performance goals; provided, that any awards that are intended to qualify as “performance-based compensation” must be made in accordance with the requirements of Section 162(m). Upon certification of achievement of the performance goals for a particular performance period set forth in an award that is intended to qualify as “performance-based compensation,” the Committee may reduce or eliminate, but not increase, the amount specified in the original award. Generally, a holder of a performance-based award must be employed by or providing services to us throughout an applicable performance period in order to be eligible to receive any payment pursuant to an award that is intended to qualify as “performance-based compensation.”

     Transferability. Except as otherwise provided in an award agreement or permitted by the Committee, no award may be transferred other than by will or the laws or descent and distribution or, in the case of certain types of awards, to a trust of which the award recipient is the sole beneficiary for his or her lifetime or pursuant to a domestic relations order.

     Adjustments. Equitable adjustments to the terms of the 2010 Plan and any awards will be made as necessary to reflect any stock splits, spin-offs, extraordinary stock dividends and similar transactions.

     Amendment and Termination. Amendments to the Plan. The Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the 2010 Plan in whole or in part; provided, however, that:

•

without the prior approval of our stockholders, options and stock appreciation rights issued under the 2010 Plan will not be repriced, replaced, or regranted through cancellation or by lowering the exercise price of a previously granted option or the grant price of a previously granted stock appreciation right; and

•

to the extent necessary under any applicable law, regulation or exchange requirement, no amendment shall be effective unless approved by our stockholders in accordance with applicable law, regulation, or exchange requirement.

     Change of Control. In the event of a change of control of our Company, as defined in the 2010 Plan, all awards will become fully vested and exercisable, all restrictions or limitations on any awards will generally lapse and, unless otherwise provided in the award agreement, all performance criteria and other conditions relating to the payment of awards will generally be deemed to be achieved or waived unless the Committee determines in good faith before the occurrence of the change of control that outstanding awards will be honored or assumed or new rights having substantially equivalent economic value will be substituted for the outstanding awards.

     Payment of Withholding Taxes. We may withhold from any payments or stock issuances under the 2010 Plan, or collect as a condition of payment, any taxes required by law to be withheld. Subject to the Committee’s right to approve, any award recipient may, but is not required to, satisfy his or her withholding tax obligation by electing to deliver currently owned shares of our common stock or to have us withhold, from the shares the participant would otherwise receive, shares of our common stock, in each case having a value equal to the minimum amount required to be withheld.

Federal Income Tax Consequences

     If a holder is granted a nonqualified stock option under the 2010 Plan, the holder should not have taxable income on the grant of the option. Generally, the holder should recognize ordinary income at the time of exercise in an amount equal to the fair market value of a share of our common stock at such time, less the exercise price paid. The holder’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the holder exercises such option. Any subsequent gain or loss generally will be taxable as a capital gain or loss. We generally should be entitled to a federal income tax deduction at the time and for the same amount as the holder recognizes ordinary income.

     A holder of an incentive stock option will not recognize taxable income upon grant. Additionally, if the applicable employment-related requirements are met, the holder will not recognize taxable income at the time of exercise. However, the excess of the fair market value of our common stock received over the option price is an item of tax preference income potentially subject to the alternative minimum tax. If any of the requirements for incentive stock options under the Code are not met, the incentive stock option will be treated as a nonqualified stock option and the tax consequences described above for nonqualified stock options will apply. Once an incentive stock option has been exercised, if the stock acquired upon exercise is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the excess of the fair market value on the date of exercise over the exercise price (less any diminution in value of the stock after exercise) will be taxed as ordinary income and we will be entitled to a deduction to the extent of the amount so included in the income of the holder. Appreciation in the stock subsequent to the

exercise date will be taxed as long term or short term capital gain, depending on whether the stock was held for more than one year after the exercise date.

     The current federal income tax consequences of other awards authorized under the 2010 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as nonqualified stock options; restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through an election under Section 83(b)); restricted stock units, other stock-based awards and other types of awards are generally subject to tax at the time of payment based on the fair market value of the award on that date. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the holder recognizes income, subject to Section 162(m) with respect to covered employees.

     Section 162(m) denies a deduction to any publicly held corporation for compensation paid to covered employees in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. Qualified “performance-based compensation” is disregarded for purposes of the deduction limitation. The 2010 Plan has been designed to meet the requirements of Section 162(m), but it is possible that compensation attributable to awards under the 2010 Plan (when combined with all other types of compensation received by a covered employee from us or because of other factors) may not comply with all of the requirements of Section 162(m), thereby preventing us from taking a deduction.

     If, on a change of control of our Company, the exercisability or vesting of an award is accelerated, any excess on the date of the change of control of the fair market value of the shares or cash issued under accelerated awards over the purchase price of such shares, if any, may be characterized as “parachute payments” (within the meaning of Section 280G) if the sum of such amounts and any other such contingent payments received by the employee exceeds an amount equal to three times the “base amount” for such employee. The base amount generally is the average of the annual compensation of such employee for the five years preceding such change in ownership or control. An “excess parachute payment,” with respect to any employee, is the excess of the parachute payments to such person, in the aggregate, over and above such person’s base amount. If the amounts received by an employee upon a change-in-control are characterized as parachute payments, such employee will be subject to a 20 percent excise tax on the excess parachute payment and we will be denied any deduction with respect to such excess parachute payment.

2010 Plan Benefits

     No determination has been made as to the types or amounts of awards that will be granted to specific individuals under the 2010 Plan. Information on equity-based awards recently granted under our existing plan to each of our named executive officers is provided below under the headings “Summary Compensation Table” and “Grants of Plan-Based Awards During Fiscal Year 2009.”

Vote Required

     Approval of the 2010 Plan requires the affirmative vote of the majority of shares of common stock present or represented, and entitled to vote thereon, at the Annual Meeting. To meet New York Stock Exchange listing standards, however, more than 50 percent of the outstanding shares of our common stock must cast a vote on this proposal.

     The Board of Directors recommends a vote “FOR” this proposal to approve the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan.

PROPOSAL THREE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Audit Committee has appointed Grant Thornton LLP as the independent registered public accounting firm (“independent auditor”) of the Company for the fiscal year ending December 31, 2010. Grant Thornton has been the independent auditor of Willbros since May 2007. A proposal will be presented at the Annual Meeting asking the stockholders to ratify the appointment of Grant Thornton as the Company’s independent auditor for 2010. If the stockholders do not ratify the appointment of Grant Thornton, the Audit Committee will reconsider the appointment.

     The affirmative vote of the holders of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote is required for the adoption of this proposal. The Board of Directors recommends a vote “FOR” the ratification of Grant Thornton as the Company’s independent auditor for 2010.

     A representative of Grant Thornton will be present at the Annual Meeting. Such representative will be given the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Fees of Independent Registered Public Accounting Firm

     Effective May 25, 2007, Grant Thornton LLP was engaged as the Company’s independent registered public accounting firm. The following table sets forth the fees for the fiscal period to which the fees relate:

		2009				2008
Audit fees		$	1,696,962			$	2,499,962
Audit-related fees			—				—
Tax fees			—				—
All other fees			—				—
Total		$	1,696,962			$	2,499,962

     All fees are presented in the year to which they relate rather than the year in which they were billed. Fees billed for audit services performed in 2009 and 2008 consisted of professional services rendered for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting and the review of quarterly financial statements. Audit services also included fees for the issuance of auditors’ consents, assistance with and review of documents filed with the SEC, statutory audit fees, work done by tax professionals in connection with the audit and quarterly reviews and accounting consultations and research work necessary to comply with the standards of the Public Company Accounting Oversight Board.

Audit Committee Pre-Approval Policy

     It is the policy of the Audit Committee to pre-approve audit, audit-related, tax and all other services specifically described by the Audit Committee on a periodic basis up to a specified dollar amount. All other permitted services, as well as proposed services exceeding such specified dollar amount, are separately pre-approved by the Audit Committee.

PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

     The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2010, by

•

each person who is known by us to own beneficially more than five percent of the outstanding shares of common stock,

•

each of our directors and nominees for director,

•

each of our executive officers named in the Summary Compensation Table below, and

•

all of our executive officers and directors as a group.

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed in the table, based on information furnished by such owners, have sole investment and voting power with respect to such shares.

		Shares
		Beneficially				Percentage
Name of Owner or Identity of Group		Owned(1)				of Class(1)
Keeley Asset Management Corp.			3,042,710	(2)			7.7
FMR LLC			2,955,736	(3)			7.4
Wells Fargo & Company			2,510,261	(4)			6.3
Arlo B. DeKraai			472,998	(5)			1.2
Robert R. Harl			466,188	(6)			1.2
Clayton W. Hughes			223,980	(7)			*
John T. Dalton			158,048	(8)			*
Van A. Welch			143,070	(9)			*
Jerritt M. Coward			75,005	(10)			*
John T. McNabb, II			43,936				*
Michael J. Bayer			12,508				*
Robert L. Sluder			10,388				*
S. Miller Williams			14,322	(11)			*
William B. Berry			8,271				*
Edward J. DiPaolo			2,227				*
All executive officers and directors as a group (12 people)			1,673,642	(12)			4.2

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     The following discussion and analysis may contain statements regarding future company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Role of the Compensation Committee

     The Compensation Committee (for purposes of this analysis, the “Committee”) of the Board has responsibility for discharging the Board’s responsibilities with respect to compensation of the Company’s executives. In particular, the Committee annually reviews and approves corporate goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, evaluates the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation based on this evaluation. In doing so, the Committee reviews all elements of the CEO’s compensation. The Committee also approves or makes recommendations to the Board with respect to non-CEO compensation, incentive compensation plans and equity-based plans. In addition, the Committee administers the Company’s stock and bonus plans. Pursuant to its charter, the Committee has the sole authority to retain and terminate compensation consultants, including sole authority to approve the consultant’s fees and other retention terms. For a more complete description of the responsibilities of the Committee, see “Corporate Governance—Board Committees—Compensation Committee.”

Role of the CEO in Compensation Decisions

     The Committee makes all compensation decisions for the CEO and approves recommendations regarding non-equity compensation and equity awards for all of our other executive officers.

     The CEO annually reviews the performance of each of the named executive officers, excluding himself, develops preliminary recommendations regarding salary adjustments and annual and long-term award amounts, and provides these recommendations to the Committee. The Committee or the Board can exercise its discretion in modifying any recommendation and makes the final decisions.

Role of the Compensation Consultant

     The Committee engaged Towers Perrin as its independent consultant for a six-year period ending in July 2009. In December 2008, Towers Perrin conducted a review of our total compensation program for 32 selected senior management positions, including the CEO and the three executive officers immediately below the CEO.

     In the summer of 2009, after a competitive evaluation process in which several firms were considered, the Committee selected Mercer to serve as its independent consultant beginning in August 2009. Mercer provides executive compensation consulting services to the Committee, regularly attends Committee meetings and reports directly to the Committee on matters relating to compensation for our named executive officers.

     During 2009, the Committee requested that Mercer:

•

conduct a review of our total compensation program for 44 selected senior management positions, including the CEO and the other named executive officers; and

•

present alternatives and assist in developing recommendations related to the size and structure of long-term incentive awards for our CEO and other key executives.

Compensation Philosophy and Objectives

     As a leading provider of construction and engineering services to industry and governmental entities, our long-term success depends on our ability to attract, motivate and retain highly talented individuals at all levels of the organization.

     The Committee bases its executive compensation decisions on the same objectives that guide our company in establishing all of our compensation programs:

•

Compensation should be based on the level of job responsibility, individual performance and company performance. As employees progress to higher levels in the organization, an increasing proportion of their pay should be linked to company performance and stockholder returns because they are more able to affect our results.

•

Compensation should reflect the value of the job in the marketplace. To attract and retain a highly skilled work force, we must remain competitive with the compensation of other premier employers who compete with us for talent.

•

Compensation should reward performance. Our programs should deliver compensation in the top-tier when our employees and our company perform accordingly; likewise, where individual performance falls short of expectations and/or company performance lags the industry, the programs should deliver lower-tier compensation. In addition, the objectives of pay-for-performance and retention must be balanced. Even in periods of downturns in our performance, the programs should continue to ensure that successful, high-achieving employees will remain motivated and committed to our company.

•

Compensation should foster the long-term focus required for success in our industry.

Setting Executive Compensation

     Based on the foregoing objectives, the Committee has structured our annual and long-term incentive-based cash and non-cash executive compensation programs to motivate executives to enhance long-term stockholder value.

     A significant percentage of total compensation is allocated to incentives as a result of the philosophy mentioned above. There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Committee reviews competitive information provided by the independent consultant and management’s recommendations to determine the appropriate level and mix of incentive compensation.

     In implementing our compensation philosophy, the Committee also compares our CEO’s total compensation to the total compensation of the other named executive officers over time. However, the Committee has not established a targeted level of difference between the total compensation of the CEO and the median total compensation level for the next lower tier of management. The Committee also considers internal pay equity among the other named executive officers, and in relation to the next lower tier of management, in order to maintain compensation levels that are consistent with the individual contributions and responsibilities of those executive officers.

     For named executive officers, the Committee generally targets “actual direct total compensation,” consisting of base salary, plus the most recent actual annual incentive award earned, plus the estimated annualized present value of long-term incentive grants, at a level up to the 75th percentile of compensation paid to similarly situated executives of the companies comprising a peer group of publicly-traded energy, engineering and construction and oilfield services companies. This objective was established in recognition of the intense competition in our industry for top executive-level talent. This objective is also based on the Committee’s understanding that we have faced very significant challenges over the past few years. Significant variations above and below this objective will occur as dictated by the experience level, responsibilities and performance of the individual and other factors such as the need to maintain internal pay equity. In 2009, our ability to provide short- and long-term compensation at the targeted levels was significantly constrained by a number of factors, including the need to reduce expenses, and the dilution that our stockholders would experience if we were to issue long-term incentive equity awards at targeted levels in light of the Company’s current stock price.

     With the assistance of the independent consultant, the Committee reviews the composition of the peer group periodically to ensure the companies are relevant for comparative purposes. The companies comprising the Towers Perrin peer group in December 2008 were:

		Chicago Bridge & Iron Co.		McDermott International, Inc.
		Emcor Group		NATCO Group
		ENGlobal Corporation		Oceaneering International, Inc.
		Exterran Holdings, Inc.		Quanta Services
		Global Industries Ltd.		Shaw Group, Inc.
		Key Energy Services		Tetra Technologies, Inc.
		Matrix Service Company

The companies comprising the Mercer peer group in August 2009 were:

		Chicago Bridge & Iron Co.		NATCO Group
		Emcor Group		Oceaneering International, Inc.
		Exterran Holdings, Inc.		Quanta Services
		Foster Wheeler		Shaw Group, Inc.
		Global Industries Ltd.		Team Inc.
		Key Energy Services		Tetra Technologies, Inc.
		Matrix Service Company

For comparison purposes, our annual revenue was above and market capitalization was below the median of the Towers Perrin peer group at the time the December 2008 study was conducted and at the time 2009 salaries were set in early 2009. Our annual revenue and market capitalization were each below the median of the Mercer peer group as of November 2009. However, the Committee considered the Mercer peer group to be appropriate in light of the Company’s growth plans and because the Company competes directly with companies significantly larger in revenue and assets and for executive talent of a similar caliber.

     The August 2009 compensation review conducted by Mercer indicated that the actual direct total compensation levels in 2009 for our Senior Vice President and Chief Financial Officer, Van A. Welch, and our Executive Vice President, Arlo B. DeKraai, who retired in February 2010, were between the market median and the 75^th percentile. However, the actual direct total compensation level for our President and CEO, Robert R. Harl, was between the 25^th percentile and the market median, and the actual direct total compensation levels for our President of Upstream Oil and Gas, Jerrit M. Coward, and Clayton W. Hughes, who served as our President of Downstream Oil and Gas in 2009 and until his reassignment to a non-executive officer position in March 2010, were below the 25^th percentile. Although the Committee continues to target actual direct total compensation up to the 75^th percentile, significant near-term obstacles, including the need to maintain low rates of overhead in an extremely competitive market, are likely to prevent the Committee from reaching the targeted level of compensation with respect to each executive officer over the next few years.

Employment and Separation Agreements

     We have entered into employment agreements with Messrs. Harl, Welch and Hughes. Mr. Harl receives compensation in accordance with his employment agreement, and Mr. Welch receives long-term incentives in accordance with his employment agreement. Mr. Hughes’ employment agreement does not specify his compensation, other than an initial award of restricted stock under our 1996 Stock Plan. Accordingly, the overall compensation of Messrs. Welch and Hughes, other than Mr. Welch’s long-term incentives, is determined in the same manner as the compensation for the other executive officers. We also had an employment agreement with our Senior Vice President and General Counsel, John T. Dalton, until his resignation from the Company on March 31, 2009, and our Executive Vice President, Arlo B. DeKraai, until his retirement from the Company in February 2010. The employment agreements of Messrs. Dalton and DeKraai did not specify their compensation, other than an initial award of restricted stock to Mr. DeKraai under our 1996 Stock Plan. Thus, prior to their departures, the overall compensation of Messrs. Dalton and DeKraai was determined in the same manner as the compensation for the other executive officers.

     The Committee believed it was necessary for us to enter into employment agreements with Messrs. Harl and Welch in January 2006 and August 2006, respectively, in order to secure their employment with the Company, especially given Mr. Harl’s alternative employment options and Mr. Welch’s compensation package at his previous employer. The Committee believed it was necessary to enter into an employment agreement with Mr. Dalton in November 2006 to secure his continued employment in light of numerous factors, including his critical role interfacing with governmental entities and his in-depth knowledge of operational, legal and commercial issues associated with selling our assets and operations in Nigeria. The Committee also believed that it was necessary to enter into employment agreements with Mr. DeKraai and Mr. Hughes to secure their continued employment following the acquisition of Integrated Service Company LLC (“InServ”) in November 2007. Mr. DeKraai is the founder of InServ.

     In connection with his resignation from the Company on March 31, 2009, Mr. Dalton entered into a separation agreement with us. Pursuant to his employment agreement and his separation agreement, Mr. Dalton was provided certain benefits that were more generous than he would have been entitled to receive under the terms of our Restated Executive Severance Plan, which are described under the caption “Executive Severance Plan — Separation” below. The Committee believed that such additional benefits were necessary and appropriate in light of Mr. Dalton’s contributions to the Company prior to his departure, the need to ensure a smooth transition of his responsibilities and to draw upon his continued

assistance with respect to several matters, including interviews or testimony in connection with prior governmental investigations and cooperation with the monitor appointed in connection with the resolution of the Department of Justice’s prior investigation of the Company. Additional information on payments and benefits provided to Mr. Dalton pursuant to his employment agreement and separation agreement are described under “Potential Payments Upon Termination or Change in Control — Employment Agreements” and “- Separation Agreements.”

2009 Executive Compensation Components

     For the fiscal year ended December 31, 2009, the principal components of compensation for our named executive officers were:

	•		base salary;
	•		annual cash incentive awards;
	•		long-term equity incentive compensation;
	•		retirement and other benefits; and
	•		perquisites.

     The Committee believes that this program balances both the mix of cash and equity compensation and the mix of currently-paid and longer-term compensation and benefits in a way that furthers the compensation objectives discussed above. Following is a discussion of the Committee’s considerations in establishing each of the components for the named executive officers.

     Base Salary

     The level of base salary paid to executive officers is determined on the basis of performance, experience, job responsibility and such other factors as may be appropriately considered by the Committee. Each year, the Committee reviews the base salaries of the executives and considers salary adjustments based on individual performance, overall financial results of the Company, competitive position relative to the marketplace, duration of time since the last salary increase, industry merit practices and cost-of-living indicators. The Committee uses the independent consultant report with respect to the marketplace in general and the base salaries of executives within the peer group, including amounts budgeted for merit raises within the energy industry, in order to establish base salaries which are competitive in the marketplace.

     In December 2008, the Committee reviewed survey data indicating that executive officers in the industry would receive salary increases of approximately 3.7 percent for 2009. However, based on the economic downturn in the energy industry and the overall global recession, company management recommended and the Committee approved a salary freeze for executives, including the CEO and each of the named executive officers, effective March 1, 2009. The salary freeze was implemented even though the Company generated strong financial results and record cash flows from operations in 2008 and notwithstanding peer group compensation data which indicated that base salaries for the named executive officers were below the targeted 75^th percentile. Accordingly, the named executive officers did not receive a salary increase in 2009. In September 2009, to correct a market inequity in Mr. Harl’s base salary under his employment agreement, as supported by compensation information provided by Mercer, the Committee approved an increase in Mr. Harl’s base salary from $700,000 to $900,000. In light of the Company’s 2009 cost reduction initiatives, including significant reductions in force, Mr. Harl refused to accept the salary increase in 2009 and at least the first half of 2010.

     On October 1, 2009, in order to improve cash flow in the continuing sluggish economic environment and further align management with the interests of the Company’s stockholders, management recommended, and the Committee and the Board approved, the issuance of restricted stock in lieu of 25 percent of the base salaries of the named executive officers and in lieu of 15 percent of the base salaries of other key employees for the remainder of 2009. Named executive officers were awarded a number of shares of restricted stock with a value equivalent to the amount of the cash reduction. Key employees

below the named executive officer level received restricted stock with a value equivalent to 110 percent of the amount of the cash reduction. The restricted shares were granted under the 1996 Stock Plan and will vest in equal annual installments over a period of three years. Executives who voluntarily resign will forfeit their unvested shares. All unvested restricted shares will automatically vest for any executives who are involuntarily terminated. Mercer reviewed the recommendation to award restricted stock to key employees with a value equivalent to 110 percent of the amount of the cash reduction and concluded that the additional 10 percent provided to key employees was fair in light of the significant risk of forfeiture during the three-year vesting period.

     In December 2009, the Committee and the Board approved an extension of the above program for the first quarter of 2010. The program was discontinued in the second quarter of 2010 for all of the named executive officers and key employees, with the exception of Messrs. Harl and Welch.

     Performance-Based Incentive Compensation

     Annual Cash Incentive Award. Pursuant to his current employment agreement, Mr. Harl may earn a cash bonus of up to 150 percent of his base salary (or $1,050,000 for 2009) for 2009 and 2010 if certain net income target performance objectives approved by our Board are achieved. The net income target performance goal is generally defined as the line item designated as such in our annual budget for the relevant year as approved by the Board, before deducting any net income performance bonuses payable to Mr. Harl and/or otherwise to employees.

     The Committee determined that the Company did not meet the 2009 net income target performance goal of $60.7 million.

     Mr. Harl’s employment agreement further provides that he will remain eligible for bonus consideration at the sole discretion of the Board. However, in light of (i) the continuing impact of weak industry conditions on the Company’s financial results, (ii) the Committee’s decision discussed below not to award cash bonuses to the named executive officers for 2009 under the Management Incentive Compensation Program, and (iii) Mr. Harl’s strong recommendation that he not receive a bonus for 2009, the Committee also elected not to award a discretionary bonus to Mr. Harl under his current employment agreement. This decision was made notwithstanding the Committee’s view that Mr. Harl exhibited extraordinary leadership skills during a severe economic downturn.

     Management Incentive Compensation Program. In March 2007, the Committee replaced its prior program for awarding discretionary cash incentive awards with a Management Incentive Compensation Program (the “MIC Program”). The short-term cash incentive awards for key employees, including each of our named executive officers, are determined in accordance with the MIC Program, except for Mr. Harl, whose short-term cash incentives are determined by his employment agreement.

     The Committee administers our MIC Program to provide the short-term incentive compensation element of our total direct compensation program. The MIC Program is designed to motivate and reward named executive officers and other key employees for their contributions to achieving business goals that we believe drive our earnings and create stockholder value. Although the MIC Program is a cash based incentive program, the Committee has sole discretion under the MIC Program to pay an award earned under the MIC Program with stock issued under our 1996 Stock Plan and to set the terms and conditions of such stock award.

     Under the MIC Program, the Committee may establish, for each participant designated by the Committee to participate in the Program, an annual target incentive award. The target MIC Program awards are expressed as a percentage of the participant’s base salary. Typically, the target incentive award for each named executive officer has been threshold (25 percent), target (50 percent) and maximum (100 percent).

     The payment amount, if any, of an MIC Program award may be determined based on the attainment of performance measures, which may include financial and operational performance measures and with

respect to each participant, that participant’s individual performance. Annual financial and operational performance measures may be established by the Committee based on recommendations from management. For our named executive officers other than Mr. Harl, the portion of an award which is based on individual performance is determined by the Committee based on the recommendations of Mr. Harl.

     Financial and operational performance measures may be comprised of threshold, target and maximum performance levels which, if achieved, result in payments of 25 percent, 50 percent and 100 percent of each target financial and operational performance measure component, respectively. If a threshold financial or operational measure is not achieved, no amount is paid on a MIC Program award under that financial or operational measure component.

     For our 2008 MIC Program awards, our Committee set the performance levels of the financial and operational measures based on three metrics: earnings per share, safety and “days sales outstanding,” a construction industry formula which measures, and is a reflection of, the procedures and practices applied to minimize the number of days required to collect revenue earned.

     With respect to bonus awards for 2009, in March 2009, the Company became increasingly concerned that the steep and rapid downward shift in the business environment, which it did not anticipate, could affect the Company’s results and total stockholder return for 2009. Accordingly, because the economic turmoil and uncertainty created a lack of visibility, the Committee decided not to commit to any bonus award amounts as a percentage of base salary or to establish any financial or operational performance metrics for 2009 under the MIC Program. The Committee decided instead to make bonus awards on a discretionary basis rather than a set formula after it had an opportunity to review the Company’s operational and financial outcomes and successes for 2009.

     In light of the continuing impact of weak industry conditions on the Company’s 2009 financial results, the Committee declined to award any bonuses to the named executive officers in 2009.

     The Committee may establish performance metrics for 2010, but retain full discretion to make bonus awards which vary from a set formula in order to address the uncertainties associated with the economic environment and the Company’s pending acquisition of InfrastruX Group, Inc.

     Long-term Equity Compensation

     In 1996, the Board of Directors and the stockholders of the Company approved the 1996 Stock Plan. The 1996 Stock Plan permits the Committee to grant various stock-based awards, including options, stock appreciation rights, restricted stock and restricted stock rights, to executive officers and key management employees of the Company based on competitive practices and the Company’s overall performance. Stock options, restricted stock and restricted stock rights awards are designed to provide grantees with the opportunity to acquire a proprietary interest in the Company and to give such persons a stronger incentive to work for our continued success. An option award may be either an incentive stock option (an “ISO”) or a non-qualified stock option (a “NSO”). The Committee takes into account management’s recommendations regarding the number of shares or options and the number of shares of restricted stock or restricted stock rights to be awarded to specific employees.

     To date, the Committee has granted ISO, NSO and restricted stock and restricted stock rights awards to executive officers and key employees from time to time. We use stock options, restricted stock and restricted stock rights awards as long-term incentive devices since such awards provide the clearest tie between enhanced stockholder wealth and executive pay.

     Although we may award a limited number of stock options in special situations, since 2004, we have issued primarily restricted stock and restricted stock rights to our executive officers. The Committee believes that restricted stock and restricted stock rights offer advantages over stock options, including the following:

•

Restricted stock provides an equally motivating form of incentive compensation, while enabling us to issue fewer shares, thereby reducing potential dilution.

•

Since our stock price has historically been volatile, stock options provide limited retention value, especially during periods when the strike price for our stock options exceeds the market price for our common stock.

To date, all of our restricted stock awards are time vested. We have not awarded restricted stock or restricted stock rights with performance conditions. The Committee continues to evaluate market practice and structure of long-term equity compensation regarding the prevalence and design features of performance-based long-term incentive awards. The Committee intends to implement changes in 2011 to its long-term incentive strategy for the named executive officers, including incorporating performance contingent awards as part of the equity program. The changes in the structure of the equity program to include performance-based equity grants will also apply to the CEO.

     In March 2009, based on market data provided by Towers Perrin, we issued long-term equity incentive awards by granting restricted stock and restricted stock rights to our key employees, including our named executive officers, as follows:

		Number of
Name		Restricted Shares
Jerrit Coward			20,000
Arlo DeKraai			10,000
Clayton Hughes			10,000

The restricted stock awards to Messrs. Coward, DeKraai and Hughes provide for vesting in four equal annual installments. However, under a Separation Agreement and Release effective February 25, 2010, the vesting of 38,193 shares of restricted stock previously awarded to Mr. DeKraai, including the 10,000 restricted shares awarded in 2009, was accelerated to his February 28, 2010, retirement date. The Committee accelerated the vesting of the awards in order to reward Mr. DeKraai for his exemplary service to the Company and to provide consideration for the release he granted to the Company in connection with his retirement.

     In addition to the March 2009 awards to Messrs. Coward, DeKraai and Hughes, we awarded 50,000 shares of restricted stock to Mr. Harl in January 2009, of which 25,000 shares vested on December 31, 2009, and the remainder will vest on December 31, 2010. Twenty-five thousand shares of restricted stock were awarded to Mr. Welch in August 2009, which will vest with respect to 12,500 shares on each of August 28, 2010, and August 28, 2011. These awards were made in accordance with Mr. Harl’s and Mr. Welch’s respective employment agreements.

     When making 2009 long-term equity incentive grants, the Committee noted the major contributions by each of the named executive officers to the Company’s significant achievements in 2008, including:

•

2008 was one of the most meaningful years for Willbros in its 100 year history;

•

We generated strong financial results and record cash flows from operations, as we continued to reap the benefits of our efforts to further position Willbros as a leader in the engineering and construction industry;

•

We made significant progress towards key strategic objectives to expand and support our growth; and

•

We also made substantial progress towards operational and financial improvements to our business model, preparing us for the challenges of the current market environment, including:

o

Improving our strategic planning process to better align our resources with both current opportunities and long term growth objectives;

o

Redirecting our sales process to most efficiently target the right customers with the right opportunities;

o

Reducing our costs through improved procurement processes and procedures;

o

Reinforcing our project execution skills, particularly as we began to see a shift toward more fixed price contracts in our U.S. pipeline construction business;

o

Lowering our effective tax rate; and

o

Receiving stockholder approval to re-domicile the Company from Panama to Delaware which, among other benefits, better positioned us for U.S. government contracts.

     In evaluating the appropriate amount and value of long-term equity incentive grants to be awarded to our named executive officers, the Committee also considered the fact that, unlike many of our competitors, the Company does not provide a defined benefit pension plan or excess plan for highly compensated employees, or a supplemental executive retirement plan or post-retirement health benefits.

     In December 2009, the Committee and the Board reviewed the vesting provisions of certain awards of restricted stock previously made to Mr. Harl in January 2008. A total of 26,000 of such restricted shares would not have vested until December 31, 2011, and 2012, which is after the term of Mr. Harl’s current employment agreement expires on December 31, 2010. The Committee and the Board (with Mr. Harl abstaining) approved the accelerated vesting of such shares on December 31, 2010. The Committee changed the vesting schedule for such shares in order for vesting to coincide with the expiration date of his current employment agreement and because the Committee believes that the long-term equity incentive awards to Mr. Harl continue to be below market when compared to the peer group.

     In addition, in January 2010, the Committee awarded 50,000 shares of restricted stock to Mr. Harl, all of which will vest on December 31, 2010. This award was made in accordance with Mr. Harl’s employment agreement.

     Timing and Pricing of Stock Option Awards

     All awards of stock options under the aforementioned programs previously made and which may be made in the future are made at or above the market price at the time of the award. Any awards of stock options to executives would typically be made at the Committee’s regularly scheduled meetings in January or March. Newly hired or promoted executives may receive awards of stock options on the date on which they are hired or promoted or on the date of a Committee meeting on or around the hire or promotion date.

     Stock Ownership Guidelines

     At this time, we do not have any guidelines in place which require our executive officers to acquire and hold our common stock. However, our named executive officers have historically acquired and maintained a significant ownership position in our common stock.

     Retirement and Other Benefits

     We have a defined contribution plan that is funded by participating employee contributions and the Company. We match employee contributions, including contributions by our named executive officers, up to a maximum of four percent of salary, in the form of cash. All contributions in the form of our common stock were suspended in 2005, and removed as an option on January 9, 2006.

     We suspended the on-going matching contribution beginning May 1, 2009, and instead provided for a discretionary matching contribution for the remainder of 2009. Based on our financial performance and profitability, no discretionary match was made for the period May 1, 2009 through December 31, 2009. In January 2010, the Company reinstated employer matching of employee contributions, including contributions by our named executive officers, up to a maximum of four percent of salary, in the form of cash.

     Perquisites

     We provide our named executive officers with a limited number of perquisites that the Committee believes are reasonable and consistent with our overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites provided to our named executive officers.

     An item is not considered a perquisite if it is integrally and directly related to the performance of the executive’s duties. An item is considered a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for our convenience, unless it is generally available on a non-discriminatory basis to all employees.

We provide the following:

•

Executive Life Plan. Our executive officers may be reimbursed for up to $3,500 in premiums paid for the purchase of life insurance to meet their family needs.

•

Medical. Each of our executive officers is reimbursed for the expense of an annual fully comprehensive medical examination with the physician of his or her choice. In addition, we sponsor an executive medical program for our executive officers, which provides for reimbursement for the executive officer and eligible dependents for eligible medical expenses not covered by the Willbros Group Medical Plan and which provides an accidental death and dismemberment benefit. We believe the Company benefits from these perquisites by encouraging our executive officers to protect their health.

•

Vehicle Fuel and Maintenance Allowance. We reimbursed our named executive officers in 2009 for fuel expenses.

Executive Severance Plan

     Change in Control

     In October 1998, the Committee approved and recommended, and the Board adopted, the Willbros Group, Inc. Severance Plan (the “Executive Severance Plan”), effective January 1, 1999. The Board adopted the Executive Severance Plan in lieu of entering into new employment agreements with the executive officers at that time. Since the Executive Severance Plan was scheduled to expire on December 31, 2003, the Committee approved and recommended, and the Board adopted, a restated and amended Severance Plan (the “Restated Executive Severance Plan”), effective September 25, 2003. Of our executive officers, Messrs. Harl and Welch are the only participants in the Restated Executive Severance Plan.

     The initial term of the Restated Executive Severance Plan ended on December 31, 2006. On the last day of the initial term, and on each successive anniversary of such date, the term of the Plan is extended automatically for an additional successive one-year term, unless we give notice to the participants that no such extension shall occur.

     The Board adopted the Restated Executive Severance Plan as part of its ongoing, periodic review of our compensation and benefits programs and in recognition of the importance to us and our stockholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. A properly designed change in control program protects stockholder interests by enhancing employee focus during rumored or actual change in control activity through:

•

incentives to remain with the Company despite uncertainties while a transaction is under consideration or pending;

•

assurance of severance and benefits for terminated employees; and

•

access to the equity component of total compensation after a change in control.

     The Restated Executive Severance Plan provides that a participant whose employment is terminated other than for cause by the Company when a change in control of the Company is imminent or within three years after a change in control of the Company has occurred, shall be entitled to severance compensation:

•

equal to 300 percent of the participant’s annual base compensation;

•

equal to 300 percent of the participant’s greatest annual cash bonus received during the 36-month period ending on the date of the change in control;

•

equal to the aggregate annual incentive plan target opportunity that could have been earned in the year in which the termination of employment occurs;

•

that provides full vesting of all of the participant’s outstanding stock options, restricted stock awards and other equity-based awards; and

•

that extends the participant’s and his dependents’ coverage under the benefit plans for 24 months.

     The Restated Executive Severance Plan also provides that a participant who voluntarily terminates his employment due to:

•

reduction of compensation or other benefits, including incentive plans,

•

reduction in scope of participant’s authorities, duties, or title, or

•

material change in the location of a participant’s principal place of employment by the Company,

when a change in control of the Company is imminent or within 18 months after a change in control of the Company has occurred, shall be entitled to a severance payment equal to the same severance compensation discussed above applicable to the entitlement provided by termination of employment other than for cause by the Company.

     Separation

     In addition to providing severance benefits to participants whose employment is terminated in connection with a change in control, the Restated Executive Severance Plan provides that a participant whose employment is terminated other than for cause by the Company prior to a change in control of the Company shall be entitled to a severance payment equal to 100 percent of his base salary then in effect. A participant who receives a severance payment under the Restated Executive Severance Plan will be subject to either a one-year or two-year competition restriction depending on the basis for the termination. A participant in the Restated Executive Severance Plan whose employment is terminated other than for cause will only be entitled to severance benefits either as described above in connection with a change in control or as described in this paragraph in the absence of a change in control.

     Additional payments may be required or permitted in some circumstances either in accordance with the terms of an executive officer’s employment agreement or as a result of negotiations with executives. For example, we entered into separation agreements specifying pay and benefits with executive officers Jay Dalton and Arlo DeKraai in March 2009 and February 2010, respectively.

     The benefits provided which are not in connection with a change in control, whether pursuant to the Restated Executive Severance Plan, or an executive officer’s employment agreement or separation agreement, provide severance payments and other benefits in an amount the Company believes is appropriate, taking into account the time it is expected to take a separated employee to find another job. Separation benefits are intended to ease the consequences to an employee of an unexpected termination of employment. We benefit by requiring a general release from separated employees and from competition and/or non-solicitation restrictions.

     The Committee has generally been provided with information illustrating the payments that the named executive officers, including the CEO, would be entitled to under various termination scenarios. The Committee evaluates and examines CEO compensation based on marketplace data and reviews the impact of such compensation awards on an annual basis.

     Tax Payments

     All taxes on severance payments made under the Restated Executive Severance Plan are the participant’s responsibility; provided, however, the Restated Executive Severance Plan provides that the participant is entitled to receive a payment in an amount sufficient to make the participant whole for an excise tax on excess parachute payments imposed under Section 4999 of the U.S. Internal Revenue Code.

     The effects of Section 4999 generally are unpredictable and can have widely divergent and unexpected effects based on an executive’s personal compensation history. Therefore, to provide an equal level of benefit across individuals without regard to the effect of the excise tax, we determined that Section 4999 gross-up payments are appropriate for our most senior level executives.

Management Severance Plan

     In September 2005, the Committee approved and recommended, and the Board adopted, the Willbros Group, Inc. Management Severance Plan (as amended and restated effective January 2006, the “Management Severance Plan”). Of our executive officers, only Mr. Coward is a participant in the Management Severance Plan. The initial term of the Management Severance Plan ended on December 31, 2006. On the last day of the initial term, and on each successive anniversary of such date, the term of the Plan is extended automatically for an additional successive one-year term, unless we give notice to the participants that no such extension shall occur.

     The Management Severance Plan provides that a participant whose employment is terminated other than for cause by the Company or who voluntarily terminates his employment for “good reason” within two years after a change in control of the Company has occurred, shall be entitled to severance compensation equal to:

•

100 percent of the participant’s annual base compensation;

•

100 percent of the participant’s greatest annual cash bonus received during the 36-month period ending on the date of the change in control;

•

the aggregate annual incentive plan target opportunity that could have been earned in the year in which the termination of employment occurs, prorated for the amount of time served in the year in which the termination occurred;

•

the actual cost incurred by the participant for health continuation coverage for a period of 12 months from the date of termination, less the cost the participant would have incurred for comparable coverage if the participant had remained an employee of the Company; and

•

the participant’s cost for life insurance benefits, for a period of 12 months following termination of employment, under life insurance benefit plans maintained by the Company immediately prior to the participant’s termination.

A participant in the Management Severance Plan may also be entitled to receive a payment in an amount sufficient to make the participant whole for any excise tax on excess parachute payments imposed under Section 4999 of the U.S. Internal Revenue Code.

Tax and Accounting Implications

     Policy Regarding Tax Deductibility of Executive Compensation

     Section 162(m) of the U.S. Internal Revenue Code places a $1,000,000 per person limitation on the United States tax deduction a U.S. publicly-held corporation (or a U.S. subsidiary of a publicly-held corporation) may take for compensation paid to the Company’s CEO and its four other highest paid executive officers, except compensation which constitutes performance-based compensation as defined by the U.S. Internal Revenue Code is not subject to the $1,000,000 limit. While we generally prefer to optimize the deductibility of compensation paid to our executive officers, we also intend to maintain the flexibility necessary to provide cash and equity compensation in line with our stated compensation philosophy and competitive market practice even if these amounts are not fully deductible. In doing so, the Committee may utilize alternatives such as deferring compensation to qualify compensation for deductibility.

     Nonqualified Deferred Compensation

     On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. We believe we have operated in good faith compliance with the statutory provisions, which were effective January 1, 2005, and the final regulations, which were effective January 1, 2008, and that our deferred compensation arrangements were in documentary compliance with statutory and regulatory requirements as of December 31, 2008.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management of Willbros and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

William B. Berry, Chairman
Robert L. Sluder
Edward J. DiPaolo (elected May 27, 2009)

Summary Compensation Table

     The following table summarizes the total compensation paid or earned by each of the named executive officers for the fiscal years ended December 31, 2009, 2008 and 2007. Messrs. DeKraai and Hughes joined Willbros on November 20, 2007, and Mr. Hughes was promoted to President of Downstream Oil and Gas in July 2009. Mr. Coward was promoted to President of Upstream Oil and Gas in December 2008. Mr. Dalton resigned on March 31, 2009. Mr. DeKraai retired as an officer and employee on February 28, 2010, but will continue as a member of the Board of Directors. The amounts listed below in the “Stock Awards” and “All Other Compensation” columns include amounts paid or accrued pursuant to employment and separation arrangements between us and Mr. Dalton.

     We have employment agreements with Messrs. Harl, Welch and Hughes and had employment agreements with Mr. Dalton until March 31, 2009, when he resigned, and Mr. DeKraai until February 28, 2010, when he retired. For additional information regarding these employment agreements, see the caption “Potential Payments Upon Termination or Change in Control — Employment Agreements” below. The Company entered into a separation agreement with Mr. Dalton on March 31, 2009, when he resigned. For additional information regarding his separation agreement, see the caption “Potential Payments Upon Termination or Change of Control — Separation Agreements” below.

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
																						Incentive				Deferred
														Stock				Option				Plan				Compensation				All Other
						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Name and Principal Position		Year				($)(1)				($)(2)				($)(3)				($)(3)				($)				($)(4)				($)(5)				($)
Robert R. Harl			2009				700,000				—				423,500				—				—				—				26,971	(6)			1,150,471
President and Chief			2008				700,000				—				4,052,383				—				892,000				—				9,200				5,653,583
Executive Officer			2007				600,000				—	(7)			2,993,000				—				—				—				9,200				3,602,200
Van A. Welch			2009				408,000				—				323,000				—				—				—				6,000				737,000
Senior Vice President			2008				398,834				—				1,217,946				—				308,040				—				9,200				1,934,020
and Chief Financial Officer			2007				360,503				—				761,490				—				—	(8)			—				19,007				1,141,000
Arlo B. DeKraai			2009				409,008				—				89,400				—				—				—				6,000				504,408
Executive Vice President			2008				334,329				—				1,141,500				—				253,001				—				6,327				1,735,157
			2007				38,379				24,740				—				—				—				—				—				63,119
Jerrit M. Coward			2009				323,958				—				178,800				—				—				—				6,000				508,758
President of Upstream Oil and Gas
Clayton W. Hughes			2009				325,008				—				89,400				—				—				—				6,000				420,408
President of Downstream Oil and Gas
John T. Dalton			2009				101,887	(9)			—				1,121,700	(10)			—				—				—				2,833,933	(11)			4,057,520
Former Senior Vice President			2008				403,894				—				805,860				—				277,134				1,075				33,277				1,521,240
and General Counsel			2007				386,250				—				1,086,455				—				—	(8)			6,466				11,702				1,490,873

Grants of Plan-Based Awards During 2009

     The following table provides information about stock and option awards and non-equity and equity incentive plan awards granted to our named executive officers during the year ended December 31, 2009. There can be no assurance that the Grant Date Fair Value of Stock and Option Awards will ever be realized.

																																		All Other				All Other
																																		Stock				Option
																																		Awards:				Awards:								Grant Date
																																		Number of				Number of				Exercise or				Fair Value
										Estimated Possible Payouts Under												Estimated Future Payouts Under												Shares of				Securities				Base Price				of Stock
										Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards												Stock				Underlying				of Option				and Option
		Grant				Approval				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Awards
Name		Date				Date				($)				($)				($)				(#)				(#)				(#)				(#)(1)(2)				(#)				($ / Sh)				($)
Robert R. Harl			—				—				525,000	(3)			787,500	(3)			1,050,000	(3)			—				—				—				—				—				—				—
			1/1/09				12/4/08				—				—				—				—				—				—				50,000				—				—				423,500
			10/29/09				10/29/09				—				—				—				—				—				—				2,873				—				—				40,337
			12/2/09				12/2/09				—				—				—				—				—				—				26,000	(4)			—				—				0	(4)
Van A. Welch			8/28/09				8/28/09				—				—				—				—				—				—				25,000				—				—				323,000
			10/29/09				10/29/09				—				—				—				—				—				—				1,674				—				—				23,503
Arlo B. DeKraai			3/12/09				3/12/09				—				—				—				—				—				—				10,000				—				—				89,400
			10/29/09				10/29/09				—				—				—				—				—				—				1,678				—				—				23,559
Jerrit M. Coward			3/12/09				3/12/09				—				—				—				—				—				—				20,000				—				—				178,800
			10/29/09				10/29/09				—				—				—				—				—				—				1,334				—				—				18,729
Clayton W. Hughes			3/12/09				3/12/09				—				—				—				—				—				—				10,000				—				—				89,400
			10/29/09				10/29/09				—				—				—				—				—				—				1,334				—				—				18,729
John T. Dalton			3/12/09				3/12/09				—				—				—				—				—				—				5,000				—				—				44,700
			3/31/09				3/31/09				—				—				—				—				—				—				105,875				—				—				1,077,000	(5)

Outstanding Equity Awards at Fiscal Year-End for 2009

     The following table summarizes the option and stock awards that we have made to our named executive officers, which were outstanding as of December 31, 2009.

		Option Awards																				Stock Awards
																																		Equity
																														Equity				Incentive
										Equity																				Incentive				Plan
										Incentive																				Plan				Awards:
										Plan																				Awards:				Market or
										Awards:																Market				Number of				Payout Value
		Number of				Number of				Number of												Number of				Value of				Unearned				of Unearned
		Securities				Securities				Securities												Shares or				Shares or				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Units of				Units of				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option								Stock That				Stock That				Rights That				Rights That
		Options				Options				Unearned				Exercise				Option				Have Not				Have Not				Have Not				Have Not
		(#)				(#)				Options				Price				Expiration				Vested				Vested				Vested				Vested
Name		Exercisable				Unexercisable				(#)				($)				Date				(#)				($)(1)				(#)				($)
Robert R. Harl			80,000				20,000	(2)			—				18.01				1/19/16				170,149	(3)			2,870,414				—				—
Van A. Welch			37,500				12,500	(4)			—				17.79				8/27/16				53,895	(5)			909,209				—				—
Arlo B. DeKraai			—				—				—				—				—				36,678	(6)			618,758				—				—
Jerrit M. Coward			10,000				—				—				16.10				11/16/16				36,424	(7)			614,473				—				—
Clayton W. Hughes			—				—				—				—				—				31,334	(8)			528,605				—				—
John T. Dalton			50,000				—				—				7.26				10/29/12				—	(9)			—				—				—

Option Exercises and Stock Vested During 2009

     The following table provides information about the value realized by our named executive officers upon exercise of option awards and vesting of stock awards during the year ended December 31, 2009.

		Option Awards								Stock Awards
		Number of Shares				Value Realized				Number of Shares				Value Realized
		Acquired on Exercise				on Exercise				Acquired on Vesting				on Vesting
Name		(#)				($)(1)				(#)				($)(2)
Robert R. Harl			—				—				107,944				1,690,403
Van A. Welch			—				—				20,869				249,409
Arlo B. DeKraai			—				—				—				—
Jerrit M. Coward			—				—				8,212				70,589
Clayton W. Hughes			—				—				—				—
John T. Dalton			—				—				76,125				713,300

Potential Payments Upon Termination or Change in Control

     The following tables show potential payments to our named executive officers under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios involving a change in control or termination of each of such named executive officers, assuming a December 31, 2009, termination date and, where applicable, using the closing price of our common stock of $16.87 (as reported on the New York Stock Exchange) as of December 31, 2009. These amounts are estimates only. The actual amounts to be paid out can only be determined at the time of such officer’s separation from us.

     Mr. Dalton resigned on March 31, 2009. For a discussion of the amounts paid to Mr. Dalton in connection with his separation from us, see the discussion under the caption “Potential Payments Upon Termination or Change in Control — Separation Agreements,” below.

Robert R. Harl

																						Involuntary or
Executive Benefits and														Involuntary								Good Reason
Payments		Voluntary				Early				Normal				Not for Cause				For Cause				Termination				Death or
Upon Termination		Termination				Retirement				Retirement(1)				Termination				Termination				(Change in Control)				Disability
Compensation:
Base Salary ($700,000)		$	0			$	0			$	0			$	700,000	(2)		$	0			$	2,100,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	1,050,000	(4)		$	0			$	3,726,000	(5)		$	1,050,000	(6)
Long-term Incentives
Stock Options
Unvested and Accelerated		$	0			$	0			$	0			$	0	(7)		$	0			$	0	(7)		$	0	(7)
Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	3,713,914	(8)		$	0			$	3,713,914	(8)		$	3,713,914	(8)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)9		$	0			$	0			$	0			$	14,160			$	0			$	19,092			$	0
PRH&IC Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	10,950	(10)		$	0
280G Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	3,820,696	(11)		$	0
Total		$	0			$	0			$	0			$	5,478,074			$	0			$	13,390,652			$	4,763,914

Van A. Welch

																						Involuntary or
Executive Benefits and														Involuntary								Good Reason
Payments		Voluntary				Early				Normal				Not for Cause				For Cause				Termination				Death or
Upon Termination		Termination				Retirement				Retirement(1)				Termination				Termination				(Change in Control)				Disability
Compensation:
Base Salary ($408,000)		$	0			$	0			$	0			$	673,200	(2)		$	0			$	1,224,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	1,020,000	(4)		$	0			$	1,944,120	(5)		$	510,000	(6)
Long-term Incentives
Stock Options
Unvested and Accelerated		$	0			$	0			$	0			$	0	(7)		$	0			$	0	(7)		$	0	(7)
Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	1,330,959	(8)		$	0			$	1,330,959	(8)		$	1,330,959	(8)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)(9)		$	0			$	0			$	0			$	22,400			$	0			$	22,780			$	0
PRH&IC Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	10,950	(10)		$	0
280G Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	1,639,642	(11)		$	0
Total		$	0			$	0			$	0			$	3,046,559			$	0			$	6,172,451			$	1,840,959

Arlo B. DeKraai

																						Involuntary or
Executive Benefits and														Involuntary								Good Reason
Payments		Voluntary				Early				Normal				Not for Cause				For Cause				Termination				Death or
Upon Termination		Termination				Retirement				Retirement(1)				Termination				Termination				(Change in Control)				Disability
Compensation:
Base Salary ($409,000)		$	0			$	0			$	0			$	363,058	(2)		$	0			$	363,058	(2)		$	0
Short-term Incentive		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Long-term Incentives
Stock Options
Unvested and Accelerated		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	618,758	(3)		$	0			$	618,758	(3)		$	618,758	(3)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)		$	0			$	0			$	0			$	0			$	0			$	0			$	0
PRH&IC Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	0			$	0
280G Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Total		$	0			$	0			$	0			$	981,816			$	0			$	981,816			$	618,758