UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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Willbros Group, Inc.

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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 23, 2011

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 Junior League of Houston, 1811 Briar Oaks Lane, Houston, Texas 77027, on May 23, 2011, at 9:00 a.m., local time, for the following purposes:

	1.		To elect three Class III directors for three-year terms;
	2.		To conduct an advisory vote on executive compensation;
	3.		To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation; 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 6, 2010, the record date for the 2011 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.

Houston, Texas
April 25, 2011

     Important Notice Regarding the Availability of Proxy Materials for the 2011 Annual Meeting of Stockholders to be Held on May 23, 2011:

     Stockholders may view this proxy statement, our form of proxy and our 2010 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 23, 2011

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 23, 2011, 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 25, 2011, to stockholders of record on April 6, 2011.

     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 compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC; and
	•		“FOR” the approval of an annual advisory vote on the compensation of our named executive officers.

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 $13,000 plus out-of-pocket disbursements and expenses.

STOCKHOLDERS ENTITLED TO VOTE

     Stockholders of record at the close of business on April 6, 2011, will be entitled to vote at the Annual Meeting. As of April 6, 2011, there were issued and outstanding 48,549,240 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 Proposal Two will have the effect of a negative vote. Abstentions on Proposal Three will have no effect on the frequency preferred by our stockholders. 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 routine matters when their customers do not provide voting instructions. However, on other matters (including Proposals One, Two and Three) 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 on how to vote. Please be sure to give specific voting instructions to your broker so 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 ten. 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 III directors (Messrs. Bayer, Berry, DeKraai and Levande) will expire at the Annual Meeting. The terms of the current Class I directors (Messrs. Harl, DiPaolo and Lonergan) and Class II directors (Messrs. McNabb, Sluder and Williams) will expire at the annual meetings of stockholders to be held in 2012 and 2013, respectively.

     In accordance with the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors has nominated William B. Berry, Arlo B. DeKraai and Daniel E. Lonergan for election as Class III directors. Messrs. Berry and DeKraai, who currently serve as Class III directors and whose terms expire at the Annual Meeting, are each standing for re-election as a Class III director for a term expiring at the annual meeting of stockholders in 2014 and until his successor is duly elected and qualifies, or until the earlier of his death, retirement or resignation. Michael J. Bayer, who currently serves as a Class III director and whose term expires at the Annual Meeting, is not seeking re-election as a director, as he has elected to retire from the Board of Directors as of the date of the Annual Meeting. The Board position being vacated by Mr. Bayer will remain vacant. Our Certificate of Incorporation provides that any Board vacancies may be filled by the affirmative vote of a majority of the remaining directors. The Nominating/Corporate Governance Committee and the Board of Directors have not yet identified anyone to fill the vacancy. Accordingly, the accompanying proxy solicits your vote for only three directors.

     In accordance with a Stockholder Agreement (the “Stockholder Agreement”) dated March 11, 2010, between the Company and InfrastruX Holdings, LLC (“InfrastruX”), and in connection with the acquisition of InfrastruX, effective July 1, 2010, the Company increased the size of its Board of Directors from eight to ten members and appointed the following individuals as the designees of the former owners of InfrastruX: (i) Alan B. Levande, as a Class III director for an initial term expiring at the 2011 Annual Meeting, and (ii) Daniel E. Lonergan as a Class I director for an initial term expiring at the annual meeting of stockholders in 2012. Mr. Levande is not standing for election and his term will expire at the 2011 Annual Meeting. In accordance with the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors subsequently nominated Mr. Lonergan for election as a Class III director to fill the seat that will be vacated by Mr. Levande at the 2011 Annual Meeting for a term expiring at the annual meeting of stockholders in 2014 and until his successor is duly elected and qualifies, or until the earlier of his death, retirement or resignation. The Nominating/Corporate Governance Committee further recommended that the Board of Directors appoint Michael C. Lebens to fill the vacancy in Class I that is expected to be created by Mr. Lonergan’s resignation as a Class I director and his election as a Class III director. The Board of Directors has agreed to appoint Mr. Lebens as a Class I director following the 2011 Annual Meeting and for an initial term expiring at the annual meeting of stockholders in 2012. For a more complete discussion of the Stockholder Agreement, see “Certain Relationships and Related Transactions — Stockholder Agreement” below.

     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. Berry, DeKraai and Lonergan. 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 III Directors with Terms Expiring May 2014)

     William B. Berry, age 58, 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 with 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 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 the day-to-day operation 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 63, 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 was Chairman, President and Chief Executive Officer of InServ, a downstream construction, turnaround, maintenance and turnkey projects company he founded in 1994 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, 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 several decades 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.

     Daniel E. Lonergan, age 54, was appointed to the Board of Directors in July 2010, subsequent to the closing of the acquisition of InfrastruX. Mr. Lonergan is a Senior Managing Director and founding member of Tenaska Capital Management and has more than 25 years of experience in the energy and power industries in strategic planning, mergers, acquisitions, business development, finance, financial reporting and administration. Tenaska Capital Management manages two power and energy-focused private equity funds which have approximately $4 billion in assets under management.

     Mr. Lonergan joined Tenaska in 1997 as Vice President of Tenaska’s finance division. Prior to joining Tenaska, Mr. Lonergan held a variety of executive positions in the energy sector, including Vice President of Finance for the non-regulated businesses of MidAmerican Energy Company, where he was responsible for all finance, accounting, planning and administrative functions; and a variety of other financial management positions with Iowa-Illinois Gas and Electric. Mr. Lonergan received a B.A. in Political Science and an M.B.A. from the University of Iowa.

     Mr. Lonergan’s extensive knowledge of the energy and power industry provides a considerable contribution to our Board of Directors. His experience in mergers and acquisitions, finance and business development also enable him to make significant contributions with respect to strategic and operational planning.

     One Board position in Class III will be vacant.

Directors Continuing in Office

Class I
(Term Expires May 2012)

     Robert R. Harl, age 60, 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. In October 2010, Mr. Harl relinquished the role of Chief Operating Officer prior to another officer’s promotion to Chief Operating Officer.

     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 58, was elected to the Board of Directors in May 2009. Mr. DiPaolo is an Energy Partner 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, he was the North American Regional Vice President and Far East Regional Vice President within Halliburton. In this role, Mr. DiPaolo was responsible for overall operations of Halliburton Energy Services’ North American and Far East operations. He currently serves on the board of directors of the following SEC reporting companies: Evolution Petroleum Corporation and Edgen Murray Corporation, as well as several private company boards, including Bourland & Leverich Holdings LLC. Mr. DiPaolo also serves as chairman and chief executive officer of Inwell Inc., a drilling services company specializing in directional and horizontal drilling. He has also served on the boards of Superior Well Services, Inc., Boots & Coots, Inc. (where he also served as interim Chairman of the Board) and Innercor Subsurface Technologies. 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, knowledge of our customer base, and service on numerous public company boards, enable him to provide a significant contribution to matters relating to our domestic and international operations and board governance. His executive leadership and industry experience provide in-depth business, financial and strategic knowledge that strengthens our Board of Directors.

     Upon his election as a Class III director, Mr. Lonergan will resign as a Class I director and the Board of Directors has agreed to appoint Michael C. Lebens, age 59, to fill the vacancy in Class I and to serve until the 2012 annual meeting of stockholders. Mr. Lebens is President and Chief Executive Officer of the Engineering and Operations Group of Tenaska, Inc., an independent energy company. Mr. Lebens has oversight responsibility for engineering, construction, operations and asset management for a portfolio of approximately 6,700 megawatts of power generating assets. He joined Tenaska in 1987 as project manager for a power plant being constructed in Texas. Since 1990, Mr. Lebens has directed project management and operations for all of Tenaska’s power generating projects.

     Mr. Lebens has more than 35 years of management experience in the energy industry, including the development, design and construction of major power generation facilities and other energy related projects.

     Before joining Tenaska, Mr. Lebens held positions with InterNorth, Inc., Gibbs and Hill, and Burns and McDonnell. Mr. Lebens earned his B.S. and M.S. degrees in Mechanical Engineering from the University of Nebraska.

     Mr. Lebens’ extensive knowledge of the energy and power industry will provide considerable insight to our Board of Directors with respect to our Utility Transmission and Distribution segment. His strong engineering background will also allow him to contribute significantly to our Board of Directors on matters relating to our engineering operations.

Class II
(Term Expires May 2013)

     John T. McNabb, II, age 66, 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 seven public companies, including Hiland Partners, LP, Warrior Energy Services Corporation, Hugoton Energy Corporation and Vintage Petroleum, Inc. and currently serves on the board of Continental Resources, 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 shareholder in 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 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 petroleum industry, finance, corporate governance and oversight matters to serve as Chairman of the Board.

     Robert L. Sluder, age 61, 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 59, was elected to the Board of Directors in May 2004. In April 2011, he became Chief Operating Officer and Chief Financial Officer of Cable & Wireless Holdings Bermuda, Ltd, a telecommunications services company based in Bermuda. Since August 2009, he has been Executive Vice President — Finance and Administration of Soltherm Energy LLC, a renewable energy investment 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 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 that 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 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.

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 and ethical actions. 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 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, Levande, Lonergan, McNabb, Sluder and Williams, current directors of the Company, are “independent” under the current director independence standards of the New York Stock Exchange. Mr. Lebens, who will be appointed to fill the vacancy created by Mr. Lonergan’s election as a Class III director, has also been determined by the Board of Directors to be “independent” under the independence standards of the New York Stock Exchange. 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 between Messrs. Bayer, Berry, DiPaolo, McNabb, Sluder and Williams, on the one hand, and the Company on the other, 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. DeKraai is not considered to be independent because of his former employment as a senior executive officer of the Company.

     In reviewing the independence of Messrs. Levande, Lonergan and Lebens in light of the transactions discussed below under the caption “Certain Relationships and Related Transactions — Transactions with Related Persons,” the Board of Directors considered whether their indirect relationship with the Company as officers of a group of affiliated companies that do business with Willbros would impair their independence. The Board of Directors, with Messrs. Levande and Lonergan abstaining, affirmatively determined that Messrs Levande, Lonergan and Lebens are independent notwithstanding such relationship for several reasons, including the following:

	•		As officers of a company for which we are performing engineering and construction services, Messrs. Levande, Lonergan and Lebens do not stand to benefit personally from the relationship.
	•		The transactions, which are undertaken in the ordinary course of business, are all the product of arms length negotiations and are conducted on terms that are no less favorable than those that would be included in a transaction with an unrelated third party.
	•		The dollar amount of the transactions is immaterial both as to us and as to the consolidated group of companies with whom Messrs. Levande, Lonergan and Lebens are affiliated.
	•		The transactions will not impair the judgment of Messrs. Levande, Lonergan and Lebens to act in the best interests of Willbros.

     Board Meetings and Attendance. The Board held seven meetings during the year ended December 31, 2010. 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 nine times during 2010 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 who were serving as directors at that time attended the 2010 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 with the ability to evaluate whether management is acting 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 continue 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 eight 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 chairman 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 Director’s 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

Alan B. Levande

X

X

Daniel E. Lonergan

X

X

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 for those matters which are expressly delegated to another committee of the Board of Directors, and except with respect to a limited number of matters which are reserved for the full Board, including:

	•		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 five meetings and took action once by unanimous consent during 2010.

     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 is available on our website at http://www.willbros.com under the “Governance” caption on the “Investors” page. 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 2010.

     Compensation Committee. The Compensation Committee has a written charter, which is available on our website at http://www.willbros.com under the “Governance” caption on the “Investors” page. 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 the Willbros Group, Inc. 1996 Stock Plan (the “1996 Stock Plan”) and the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan (the “2010 Stock 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 2010, 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 six meetings during 2010. In addition, the Compensation Committee took action nine times during 2010 by unanimous written consent.

     Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee has a written charter, which is available on our website at http://www.willbros.com under the “Governance” caption on the “Investors” page. 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 2010.

     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: Corporate 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: Corporate 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 or 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 Corporate 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: Corporate 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 Corporate Secretary and submitted to the Board of Directors, the non-management or independent directors or the individual director.

PROPOSAL TWO

ADVISORY VOTE TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION

     Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are seeking an advisory vote from our stockholders to approve our named executive officer compensation, as set forth below.

     We are asking for stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules, which disclosures include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.

     As discussed below under the heading “Compensation Discussion and Analysis,” our executive compensation and benefit programs are designed to attract, motivate and retain a talented management team and to appropriately reward individual contributions to the achievement of our strategic goals. The Board of Directors believes this approach establishes a solid alignment of our executives’ and stockholders’ interests.

     Our 2010 financial performance was influenced by an extremely challenging market and weak industry conditions. In light of these continuing challenges, we have put in place a number of responsible and stockholder-focused compensation policies, programs and practices, including the following:

	•		We elected to pay no short-term cash bonus awards to the named executive officers under our Management Incentive Compensation Program with respect to 2009 and 2010.
	•		We negotiated a new employment agreement with our President and Chief Executive Officer (“CEO”), Robert R. Harl, in which we greatly increased the portion of his compensation that will be determined by both personal and corporate performance goals.
	•		We eliminated the tax gross-up feature and added a “cut back” provision to Mr. Harl’s new employment agreement which provides that, if the payments and benefits otherwise required under the employment agreement would constitute a “parachute payment” under the U.S. Internal Revenue Code, then the payments and benefits will be reduced so that no portion of the amounts received by Mr. Harl will be subject to the excise tax imposed under Section 4999 of the U.S. Internal Revenue Code.
	•		We added a similar cut back provision to the new Willbros Group, Inc. 2010 Management Severance Plan, which was adopted in October 2010 and provides severance benefits to all of our executive officers other than Mr. Harl and our Senior Vice President and Chief Financial Officer, Van A. Welch.
	•		We initiated a process that culminated with the addition of performance-based conditions to some of our 2011 long-term incentive awards, the vesting of which were previously exclusively time-based.
	•		We implemented stock ownership guidelines for our executive officers and directors.
	•		We added clawback language to our management incentive compensation program and our long-term incentive award agreements that will allow us to enforce a clawback policy which we intend to adopt after the SEC approves final rules implementing the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

     Approval of this advisory vote requires the affirmative vote of the majority of shares present in person or by proxy at the Annual Meeting and entitled to vote for the adoption of this proposal. The Board of Directors recommends a vote “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

     The Board of Directors welcomes our stockholders’ views on this subject, and will carefully consider the outcome of this vote consistent with the best interests of all stockholders. As an advisory vote, however, the outcome is not binding on us or the Board.

PROPOSAL THREE

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

     Pursuant to Section 14A of the Exchange Act, we are seeking an advisory vote from our stockholders on whether future advisory votes on executive compensation of the nature reflected in Proposal Two above should occur every year, every two years or every three years.

     After careful consideration and dialogue with our stockholders, the Board of Directors has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for our company at this time. The Board recommends that stockholders vote for future advisory votes on executive compensation to occur every year.

     While our executive compensation programs are designed to promote a long-term connection between pay and performance, the Board of Directors recognizes that executive compensation disclosures are made annually. Given that the “say-on-pay” advisory vote provisions are new, holding an annual advisory vote on executive compensation provides us with more direct and immediate feedback on our compensation disclosures. However, stockholders should note that the advisory vote on executive compensation occurs well after the beginning of the compensation year. In addition, the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another. Therefore, in many cases, it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

     We believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

     This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board. Stockholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders are not voting to approve or disapprove the Board of Director’s recommendation.

     The option of one year, two years or three years that receives the greatest number of affirmative votes will be considered to be the preferred option of stockholders. The Board of Directors recommends that you vote to conduct future advisory votes on executive compensation every year.

     The Board of Directors welcomes our stockholders’ views on this subject, and will carefully consider the outcome of this vote consistent with the best interests of all stockholders. As an advisory vote, however, the outcome is not binding on us or the Board.

INDEPENDENT AUDITOR

     Grant Thornton LLP has been the independent registered public accounting firm (“independent auditor”) of Willbros since May 2007. Historically, although not required, a proposal has been presented at the annual meeting of stockholders asking the stockholders to ratify the appointment of the independent auditor. However, such a proposal will not be presented at the Annual Meeting because the Audit Committee has not yet selected an independent auditor for 2011. The Audit Committee has recently requested management of the Company to solicit bids for audit services for 2011 from several independent auditors, including the Company’s existing auditor, Grant Thornton LLP. Accordingly, under the circumstances, the Board of Directors is not in a position to recommend to the stockholders an independent auditor for 2011.

     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

     The following table sets forth the fees we incurred for services provided by our independent auditor, Grant Thornton LLP, for 2010 and 2009:

		2010				2009
Audit fees		$	1,987,958			$	1,696,692
Audit-related fees			—				—
Tax fees			—				—
All other fees			—				—
Total		$	1,987,958			$	1,696,692

     Audit fees relate to professional services rendered in connection with the audit of our annual consolidated financial statements and for reviews of our interim consolidated financial statements included on Form 10-Q, work related to the evaluation of the effectiveness of the Company’s internal control over financial reporting, work in connection with other statutory and regulatory filings, as well as out-of-pocket expenses incurred in the performance of audit services.

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, 2011, 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)
InfrastruX Holdings, LLC			7,919,576	(2)			16.3
Wells Fargo & Company			4,335,015	(3)			8.9
Tontine Overseas Associates, L.L.C			4,118,949	(4)			8.5
Atlas Master Fund, Ltd.			2,463,491	(5)			5.1
Robert R. Harl			575,939	(6)			1.2
Arlo B. DeKraai			472,998	(7)			*
Van A. Welch			221,125	(8)			*
Jerritt M. Coward			102,614	(9)			*
James L. Gibson			91,315				*
Richard E. Cellon			41,667				*
John T. McNabb, II			55,936				*
Michael J. Bayer			20,508				*
Robert L. Sluder			15,388				*
William B. Berry			13,271				*
Edward J. DiPaolo			7,227				*
S. Miller Williams			5,000	(10)			*
Alan B. Levande			0	(11)			*
Daniel E. Lonergan			0	(12)			*
Michael C. Lebens			0	(13)			*
All executive officers and directors as a group (16 people)			1,546,311	(14)			3.2

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

     Although market conditions began to improve late in the year, 2010 was exceptionally difficult for us, as we continued to be challenged by weaker demand for our services and poor visibility on project timing. Despite these challenges, we made significant progress toward expanding our geographic presence and service offerings, with the goal of growing our revenue stream with more recurring services and providing improved stability and predictability in our financial results. This progress included:

	•		completing a major investment in the utility transmission and distribution market with the acquisition of InfrastruX Group, Inc. (“InfrastruX”);
	•		expanding our geographic presence and service offerings in the U.S. Upstream segment to mitigate the seasonality of pipeline construction; and
	•		refocusing our business model on North America and expanding our markets to include the unconventional shale developments in the U.S., the oil sands of Canada and the industrial process and refining markets.

     Our compensation policies and objectives during 2010 were influenced by our expectation that the adverse economic and industry conditions that affected our 2009 financial results would continue during 2010. As a result, the Compensation Committee of the Board of Directors (for purposes of this analysis, the “Committee”), took a cautious approach in fiscal 2010 with respect to such matters as base salary increases and bonus awards, while moving aggressively to further align the interests of management with those of our stockholders.

     Highlighted below are some of the key recent actions and decisions with respect to our executive compensation programs, as approved by the Committee with counsel from its independent compensation consultant, Mercer:

	•		In light of general market trends and the difficulty in establishing short-term targets due to the uncertain timing of our acquisition of InfrastruX, we initially reserved the ability to pay discretionary bonuses and ultimately elected to pay no short-term cash bonus awards to the named executive officers under our Management Incentive Compensation Program with respect to both 2009 and 2010.
	•		We negotiated a new employment agreement with our President and Chief Executive Officer, Robert R. Harl, in which we greatly increased the portion of his compensation that will be determined by both personal and corporate performance goals.
	•		We eliminated the tax gross-up feature and added a “cut back” provision to Mr. Harl’s new employment agreement.
	•		We added a similar cut back provision to the new Willbros Group, Inc. 2010 Management Severance Plan, which was adopted in October 2010 and provides severance benefits to all of

			our executive officers other than Mr. Harl and our Senior Vice President and Chief Financial Officer, Van A. Welch.
	•		We changed the long-term incentive award program for our named executive officers by making a portion of their 2011 long-term incentive awards contingent upon the achievement of performance targets. Prior to 2011, the vesting of our long-term incentive awards was exclusively time-based.
	•		We implemented stock ownership guidelines for our executive officers and directors in order to further align their interests with those of our stockholders.
	•		We added clawback language to our Management Incentive Compensation Program and our long-term incentive award agreements for 2011 that will allow us to enforce a clawback policy which we intend to adopt after the SEC approves final rules implementing the clawback provisions of the Dodd-Frank legislation.

Role of the Compensation Committee

     The Committee 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 CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and 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 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 CEO periodically 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 can exercise its discretion in modifying any recommendation and makes the final decisions.

Role of the Compensation Consultant

     After a competitive evaluation process in which several firms were considered, in August 2009, the Committee selected Mercer to serve as its independent consultant. 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.

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 incentive-based cash and equity 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 equity or short-term and long-term incentive compensation. Rather, the Committee reviews competitive information provided by Mercer 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. Thus, for example, in connection with James Gibson’s promotion to President, Downstream Oil and Gas in March 2010 and the adjustments that were made to his compensation, the Committee increased the base salary of Jerrit Coward, the Company’s President, Upstream Oil and Gas by $30,000, or approximately 9.2 percent, and awarded Mr. Coward 15,000 shares of restricted stock. These changes were implemented to ensure that the compensation of the heads of both business segments was competitive with peer group data and to maintain consistent base salary and incentives among two executives with similar responsibilities.

     For named executive officers, the Committee generally targets “total direct compensation,” consisting of base salary, the target annual incentive award and the estimated annualized present value of long-term incentive grants, at a level up to the 75^th percentile of compensation paid to similarly situated executives of the companies comprising a peer group of publicly traded energy, engineering and construction, oilfield services and power industry 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, including a decline in capital expenditures in some of the Company’s most significant markets. The 2009 compensation review conducted by Mercer indicated that the total direct compensation levels in 2009 for several of our senior executives were below the market median and, in some cases, below the 25^th percentile of the peer group. Significant variations above and below this objective will occur as dictated by the experience level, responsibilities and performance of the individual. In 2009 and 2010, 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, the decision to forego the payment of annual cash bonus awards for those years 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 prevailing stock price at the time.

Accordingly, the Committee has acknowledged that the goal of setting total direct compensation at a level up to the 75^th percentile of the peer group may not be attainable in the near future.

     With the assistance of Mercer, the Committee reviews the composition of the peer group periodically to ensure the companies are relevant for comparative purposes. For purposes of setting 2010 compensation, the peer group consisted of the following companies (the “2010 Peer Group”):

Chicago Bridge & Iron Co.		Matrix Service Company
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.

Our annual revenue and market capitalization were each below the median of the 2010 Peer Group as of the end of 2009. However, the Committee considered the 2010 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. The 2010 Peer Group excluded NATCO Group, which was a member of the peer group in 2009 but was removed following its acquisition by Cameron International in November 2009. This reduced the peer group from 13 companies to 12 companies for 2010.

2010 Executive Compensation Components

     For the fiscal year ended December 31, 2010, the principal components of compensation for our named executive officers were:

	•		base salary;
	•		annual cash incentive awards; and
	•		long-term equity incentive compensation.

     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 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 and industry merit practices. 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.

     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. In light of the continuation of weak industry conditions in 2010, the Committee elected to increase base salaries for named executive officers only where necessary to correct market inequities or reflect increased responsibilities as a result of promotions or acquisitions. Accordingly, 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 and 2010 cost reduction initiatives, including significant reductions in force, Mr. Harl refused to accept the salary increase in 2009 and 2010. In connection with his promotion to President—Willbros Government Services and his subsequent promotion to President, Downstream Oil and Gas, Richard Cellon’s salary was increased from $225,000 to $247,500 in February 2010 and to $300,000 in November 2010. In connection with his promotion to President, Downstream Oil and Gas and his subsequent promotion to Chief Operating Officer, Mr. Gibson’s salary was increased from $266,896 to $355,000 in March 2010 and to $450,000 in October 2010. In April 2010, in connection with Mr. Gibson’s promotion to President, Downstream Oil and Gas, and in an effort to ensure that the base salaries of the heads of both business segments were competitive with peer group data, the Committee approved an increase in Mr. Coward’s base salary from $325,000 to $355,000. In August 2010, based on the recommendation of the CEO and in recognition of his increased responsibilities subsequent to the acquisition of InfrastruX, the Committee approved an increase in Mr. Welch’s base salary from $408,000 to $448,000.

     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. 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 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 was fair in light of the significant risk of forfeiture during the three-year vesting period.

     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. It was discontinued for Messrs. Harl and Welch in the third quarter of 2010.

     Performance-Based Incentive Compensation

     Annual Cash Incentive Award. Pursuant to his employment agreement, in 2010, Mr. Harl was entitled to earn a cash bonus of up to 150 percent of his base salary if certain net income target performance objectives approved by our Board were 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 2010 net income target performance goal of $27.7 million, and consequently, no bonus was awarded to Mr. Harl in respect of this performance goal.

     Mr. Harl’s employment agreement further provided that he would 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 2010 under the Management Incentive Compensation Program, and (iii) Mr. Harl’s strong recommendation that he not receive a bonus for 2010, the Committee also elected not to award a discretionary bonus to Mr. Harl under his employment agreement. This decision was made notwithstanding the Committee’s view that Mr. Harl exhibited extraordinary leadership during a very challenging year.

     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 the 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 to pay an award earned under the MIC Program with stock issued under our 2010 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.

     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 that is based on individual performance is determined by the Committee based on the recommendation of Mr. Harl.

     Financial and operational performance measures may be comprised of threshold, target and maximum performance levels. If a threshold financial or operational measure is not achieved, no amount is paid on an MIC Program award under that financial or operational measure component.

     With respect to bonus awards for 2010, due to a continuation of the weak capital spending environment that began in 2009 and the difficulty in establishing short-term targets due to the uncertain timing of our acquisition of InfrastruX, 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 2010 under the MIC Program. The Committee decided instead that it would evaluate our overall 2010 performance and consider making bonus awards on a discretionary basis after it had an opportunity to review the Company’s operational and financial outcomes and successes for 2010.

     In light of the continuing impact of weak industry conditions on the Company’s 2010 financial results, the Committee later decided to award no bonuses to the named executive officers for 2010.

     Long-term Incentive Compensation

     In 2010, the Board of Directors and the stockholders of the Company approved the Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan (the “2010 Stock Plan”). The 2010 Stock Plan permits the Committee to grant various stock-based awards, including options, stock appreciation rights, restricted stock and restricted stock units, 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 unit 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 options and the number of shares of restricted stock or restricted stock units to be awarded to specific employees.

     To date, the Committee has granted ISO, NSO and restricted stock and restricted stock unit awards to executive officers and key employees from time to time. We use stock options, restricted stock and restricted stock unit awards as long-term incentive devices since such awards are an effective means of aligning executive pay with stockholder interests.

     Although we may award a limited number of stock options in special situations, since 2004, we have issued primarily restricted stock and restricted stock units to our executive officers. The Committee believes that restricted stock and restricted stock units 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.

     In May 2010, based on market data provided by Mercer, we issued long-term equity incentive awards by granting restricted stock and restricted stock units to our key employees, including our named executive officers, as follows:

		Number of
Name		Restricted Shares
Van Welch			20,000
Jerrit Coward			15,000
James Gibson			15,000
Richard Cellon			5,000

     In addition to the May 2010 awards to Messrs. Welch, Coward, Gibson and Cellon, we awarded additional shares of restricted stock to the following named executive officers upon their promotion:

•

25,000 shares of restricted stock to Mr. Gibson upon his assumption of the position of President, Downstream Oil and Gas in March 2010, and an additional 15,000 shares of restricted stock upon his promotion to the to the position of Chief Operating Officer in October 2010; and

•

10,000 shares of restricted stock to Mr. Cellon upon his promotion to President of the Company’s Government Services business unit in March 2010, and an additional 10,000 shares of restricted stock upon his promotion to the position of President, Downstream Oil and Gas in October 2010.

An additional 15,000 shares of restricted stock were awarded to Mr. Coward upon Mr. Gibson’s promotion to President, Downstream Oil and Gas in March 2010 in order to ensure that the compensation of both executives was more competitive with their counterparts in the 2010 Peer Group and to maintain consistent long-term incentives among two executives with similar responsibilities. The restricted stock awards to Messrs. Coward, Gibson and Cellon all provide for time-based vesting in four equal annual installments.

     In addition, in January 2010, the Committee awarded 50,000 shares of restricted stock to Mr. Harl, all of which vested on December 31, 2010. Twenty-five thousand shares of restricted stock were awarded to Mr. Welch in August 2010, all of which will vest on August 28, 2011. These awards were made in accordance with Mr. Harl’s and Mr. Welch’s respective employment agreements.

     In May 2010, the Committee awarded Mr. Welch 20,000 shares of restricted stock. This award was in addition to the 25,000 shares of restricted stock awarded to Mr. Welch in August 2010 in accordance with his employment agreement. The Committee approved the additional 20,000 share award based on the recommendation of Mr. Harl and in recognition of his strong performance and Mercer data which indicated that Mr. Welch’s compensation was below the targeted 75^th percentile of the 2010 Peer Group.

     When making 2010 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 2009, including:

•

implementing a performance-based safety process and achieving improved safety results;

	•		implementing necessary changes to our strategy and adjustments to our cost structure to remain competitive in a rapidly changing market environment;
	•		continuing our focus on cash management and ending the year with a cash and cash equivalent balance of approximately $200 million in a deteriorating business environment; and
	•		re-domiciling the Company from Panama to Delaware, thereby improving our access to both financial and government services markets, and contributing to an improved effective tax rate.

     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, 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 expiration of Mr. Harl’s prior employment agreement. 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 prior employment agreement and because the Committee believes that the long-term equity incentive awards to Mr. Harl through 2010 were below market when compared to the peer group.

     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 of our common stock 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

     In December 2010, the Board of Directors approved stock ownership guidelines for the Company’s executive officers and directors. Under the new guidelines, Mr. Harl will be expected to own a number of shares of the Company’s common stock equivalent in market value to four times his annual base salary. All other executive officers will be expected to own a number of shares equivalent in market value to two times their annual base salary. Directors will be expected to own a number of shares equivalent in market value to three times their annual cash retainer. For purposes of determining compliance with the ownership guidelines, restricted stock for which the restrictions have not yet lapsed will be counted.

     Each incumbent executive officer and director is expected to achieve the targeted ownership level no later than December 2015. Newly promoted or hired executive officers and newly appointed or elected directors are expected to achieve the target ownership level within five years of the date of their hiring, promotion, appointment or election. The stock ownership guidelines do not apply to any individual directors who are indentified as “Investor Designees” of InfrastruX under the Stockholder Agreement between InfrastruX and the Company.

     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.

     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.

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 the CEO, CFO, COO, Executive Vice President Sales and Marketing, General Counsel and Presidents of each of our three business segments that provides reimbursement for these officers and their eligible dependents for eligible medical expenses not covered by the Willbros Group Medical Plan as well as 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 2010 for fuel expenses.

Severance Plans

     We currently maintain the Willbros Group, Inc. Severance Plan, as amended and restated effective September 25, 2003 (the “Restated Executive Severance Plan”). Of our executive officers, the only participants in the Restated Executive Severance Plan in 2010 were Messrs. Harl and Welch. Beginning January 1, 2011, Mr. Harl’s rights with respect to severance benefits are governed by his new employment agreement, and Mr. Welch is the only participant in the Restated Executive Severance Plan. We expect to terminate the Restated Executive Severance Plan effective December 31, 2011.

     In October 2010, the Committee approved and recommended, and the Board adopted, the Willbros Group, Inc. 2010 Management Severance Plan for Executives (the “Management Severance Plan”). The Management Severance Plan replaced the previous management severance plan and was adopted to provide assurance of severance and benefits for terminated employees while better aligning our severance policies with current compensation trends, including the elimination of the tax gross-up feature and the addition of a “cut back” provision. All of our executive officers, other than Messrs. Harl and Welch, are participants in the Management Severance Plan.

     Additional information with respect to payments which may be made under the Restated Executive Severance Plan and the Management Severance Plan is provided under “Potential Payments Upon Termination or Change in Control — Executive Severance Plan” and “— Management Severance Plan.”

Employment and Separation Agreements

     The Committee believed it was necessary for us to enter into employment agreements with Mr. Harl and Mr. Welch in order to secure their employment with the Company. The Committee also believed that it was necessary to enter into an employment agreement with Mr. DeKraai to secure his continued employment following the acquisition of Integrated Service Company LLC (“InServ”) in November 2007. Mr. DeKraai is the founder of InServ.

     Mr. Harl receives compensation in accordance with his employment agreement, and Mr. Welch receives long-term incentives in accordance with his employment agreement. Accordingly, the overall compensation of Mr. Welch, 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 former Executive Vice President, Arlo B. DeKraai, until his retirement from the Company in February 2010. Mr. DeKraai’s employment agreement did not specify his compensation, other than initial awards of restricted stock to him under our 1996 Stock Plan. Thus, prior to his departure, the overall compensation of Mr. DeKraai was determined in the same manner as the compensation for the other executive officers.

     In connection with his retirement from the Company on February 28, 2010, Mr. DeKraai entered into a separation agreement with us. Pursuant to his employment agreement and his separation agreement, Mr. DeKraai 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. The Committee believed that such additional benefits were necessary and appropriate in light of Mr. DeKraai’s contributions to the Company prior to his departure, his continued service on the Board of Directors and the need to ensure a smooth transition of his responsibilities and to draw upon his continued assistance with respect to several matters. Additional information on payments and benefits provided to Mr. DeKraai pursuant to his employment agreement and separation agreement is described under “Potential Payments Upon Termination or Change in Control — Employment Agreements” and “— Separation Agreement.”

Recent Changes to Compensation Programs

     The Committee has approved a number of changes that will affect our compensation policies and programs beginning in 2011, including the following:

     New Employment Agreement for Mr. Harl

     Mr. Harl’s employment agreement expired on December 31, 2010. In September 2010, we entered into a new employment agreement with Mr. Harl, which covers an employment term commencing January 1, 2011, and ending on January 2, 2014. Under the terms of the new employment agreement, Mr. Harl’s base salary for 2011, 2012 and 2013 is $900,000. Mr. Harl will also be eligible to receive an annual cash bonus of 100 percent of his base salary if certain target performance metrics are met, and up to 150 percent of his base salary if the maximum level with respect to each performance metric is achieved. The new employment agreement provides that Mr. Harl may be granted performance-based long-term incentive compensation, which may be made in the form of cash or restricted stock. The target annual long-term incentive award is $4 million and the maximum annual long-term incentive award is $8 million. If earned, the annual long-term incentive award will vest in three equal annual installments beginning on March 15, 2012, with respect to the 2011 award, March 15, 2013, with respect to the 2012 award and March 15, 2014, with respect to the 2013 award. If Mr. Harl voluntarily resigns from the Company prior to December 31, 2013, other than for “good reason,” he will forfeit any unvested annual long-term incentive award. If Mr. Harl resigns at any time after December 31, 2013, he will receive any unpaid portion of the prior annual long-term incentive awards as originally scheduled.

     Long-Term Equity Compensation

     All of our restricted stock awards that were issued through 2010 are time vested. Beginning in 2011, a portion of the restricted stock or restricted stock units we issue to our named executive officers will include performance conditions. The changes in the structure of the equity program to include performance-based long-term incentive awards will also apply to the CEO, as described above. The performance metrics with respect to Mr. Harl and each of the other named executive officers’ 2011 long-term performance-based equity award consist of total shareholder return relative to a group of peer companies, an adjusted operating margin target, a safety target and a reduction in the Company’s total leverage ratio.

     Clawback Policy

     The Committee approved changes to the form of award agreement for 2011 long-term incentive awards and for the MIC Program that requires the recipient to return any incentive-based compensation which the Company determines it is required to recover from the recipient under any clawback policy which the Company may adopt from time to time. The Committee expects to approve a clawback policy that complies with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act when the Securities and Exchange Commission approves final rules implementing the requirement.

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 in any fiscal year to the Company’s CEO and its three other highest paid executive officers other than the Chief Financial Officer, except compensation which constitutes performance-based compensation as defined by the U.S. Internal Revenue Code. 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.

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
Alan B. Levande (appointed on July 8, 2010)

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, 2010, 2009 and 2008. Mr. Gibson was promoted to President, Downstream Oil and Gas in March 2010 and to Chief Operating Officer in October 2010. Mr. Cellon was promoted to President, Downstream Oil and Gas in October 2010. Mr. Coward was promoted to President, Upstream Oil and Gas in December 2008. Mr. DeKraai retired as an officer and employee on February 28, 2010, but has continued 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. DeKraai.

     We have employment agreements with Messrs. Harl and Welch and had an employment agreement with Mr. DeKraai until February 28, 2010. The Company entered into a separation agreement with Mr. DeKraai effective February 28, 2010, when he retired. For additional information regarding these employment and separation agreements, see the captions “Potential Payments Upon Termination or Change in Control — Employment Agreements” and “— Separation Agreement,” 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				($)(1)				($)				($)(2)				($)(2)				($)				($)				($)(3)				($)
Robert R. Harl			2010				692,486				—				1,593,501				—				—				—				26,936	(4)			2,312,923
President and Chief			2009				700,000				—				423,500				—				—				—				26,971				1,150,471
Executive Officer			2008				700,000				—				4,052,383				—				892,000				—				9,200				5,653,583
Van A. Welch			2010				417,239				—				445,500				—				—				—				6,000				868,739
Senior Vice President			2009				408,000				—				323,000				—				—				—				6,000				737,000
and Chief Financial Officer			2008				398,834				—				1,217,946				—				308,040				—				9,200				1,934,020
James L. Gibson Chief Operating Officer			2010				311,951				—				635,600				—				—				—				7,384				954,935
Arlo B. DeKraai			2010				82,933	(5)			—				—				—				—				—				889,644	(6)			972,577
Former Executive Vice President			2009				409,008				—				89,400				—				—				—				6,000				504,408
			2008				334,329				—				1,141,500				—				253,001				—				6,327				1,735,157
Jerrit M. Coward			2010				344,738				—				372,300				—				—				—				6,000				723,038
President, Upstream Oil and Gas			2009				323,958				—				178,800				—				—				—				6,000				508,758
Richard E. Cellon President, Downstream Oil and Gas			2010				241,875				—				278,850				—				—				—				6,000				526,725

Grants of Plan-Based Awards During 2010

     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, 2010. There can be no assurance that the Grant Date Fair Value of Stock and Option Awards will ever be realized.

																																		All Other
																																		Stock				All Other
																																		Awards:				Option
																																		Number of				Awards:				Exercise or				Grant Date
										Estimated Possible Payouts Under												Estimated Future Payouts Under												Shares of				Number of				Base Price				Fair Value
										Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards												Stock				Securities				of Option				of Stock
		Grant				Approval				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Underlying				Awards				and Option
Name		Date				Date				($)				($)				($)				(#)				(#)				(#)				(#)(1)(2)				Options (#)				($ / Sh)				Awards ($)
Robert R. Harl											—				—				1,050,000	(3)			—				—				—				—				—				—				—
			1/1/10				—				—				—				—				—				—				—				50,000				—				—				843,500
			1/1/10				10/29/09				—				—				—				—				—				—				2,593				—				—				43,744
			4/1/10				10/29/09				—				—				—				—				—				—				3,643				—				—				43,534
			9/20/10				8/25/10				—				—				—				—				—				—				86,108				—				—				750,001
Van A. Welch			1/1/10				10/29/09				—				—				—				—				—				—				1,512				—				—				25,507
			4/1/10				10/29/09				—				—				—				—				—				—				2,124				—				—				25,382
			5/10/10				5/10/10				—				—				—				—				—				—				20,000				—				—				247,000
			8/28/10				8/28/10				—				—				—				—				—				—				25,000				—				—				198,500
James L. Gibson			1/1/10				10/29/09				—				—				—				—				—				—				807				—				—				13,614
			3/15/10				2/28/10				—				—				—				—				—				—				25,000				—				—				311,750
			5/10/10				5/10/10				—				—				—				—				—				—				15,000				—				—				185,250
			10/26/10				10/26/10				—				—				—				—				—				—				15,000				—				—				138,600
Arlo B. DeKraai			1/1/10				10/29/09				—				—				—				—				—				—				1,515				—				—				25,558
			2/28/10				2/28/10				—				—				—				—				—				—				38,193				—				—				576,714	(4)
Jerrit M. Coward			1/1/10				10/29/09				—				—				—				—				—				—				1,204				—				—				20,311
			3/15/10				2/28/10				—				—				—				—				—				—				15,000				—				—				187,050
			5/10/10				5/10/10				—				—				—				—				—				—				15,000				—				—				185,250
Richard E. Cellon			3/15/10				2/28/10				—				—				—				—				—				—				10,000				—				—				124,700
			5/10/10				5/10/10				—				—				—				—				—				—				5,000				—				—				61,750
			10/26/10				10/26/10				—				—				—				—				—				—				10,000				—				—				92,400

Outstanding Equity Awards at Fiscal Year-End for 2010

     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, 2010.

		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			100,000				—				—				18.01				1/19/16				94,259	(2)			925,623				—				—
Van A. Welch			50,000				—				—				17.79				8/27/16				70,586	(3)			693,155				—				—
James L. Gibson			—				—				—				—				—				66,903	(4)			656,987				—				—
Arlo B. DeKraai			—				—				—				—				—				—				—				—				—
Jerrit M. Coward			10,000				—				—				16.10				11/16/16				55,843	(5)			548,378				—				—
Richard E. Cellon			—				—				—				—				—				25,000	(6)			245,500				—				—

Option Exercises and Stock Vested During 2010

     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, 2010.

		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			—				—				218,235				2,244,422
Van A. Welch			—				—				31,945				265,503
James L. Gibson			—				—				4,298				54,419
Arlo B. DeKraai			—				—				38,193				576,714
Jerrit M. Coward			—				—				11,785				166,971
Richard E. Cellon			—				—				—				—

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, 2010 termination date and, where applicable, using the closing price of our common stock of $9.82 (as reported on the New York Stock Exchange) as of December 31, 2010. 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. DeKraai retired on February 28, 2010. For a discussion of the amounts paid to Mr. DeKraai in connection with his retirement, see “Potential Payments Upon Termination or Change of Control - Separation Agreement,” below.

Robert R. Harl

     The term of Mr. Harl’s Amended and Restated Employment Agreement entered into originally in 2006 expired December 31, 2010. On September 20, 2010, Mr. Harl and the Company entered into a new employment agreement effective January 1, 2011. The amounts Mr. Harl would have received upon a termination of his employment at December 31, 2010 in the table below reflect the terms of Mr. Harl’s new employment agreement rather than his prior employment agreement as we determined that providing the amounts to which he would be entitled under his new employment agreement represents a more meaningful disclosure as of the time of this proxy statement.

														Involuntary								Involuntary or
Executive Benefits and														Not for Cause or Good								Good Reason
Payments Upon		Voluntary				Early				Normal				Reason Voluntary				For Cause				Termination				Death/
Termination		Termination				Retirement				Retirement(1)				Termination				Termination				(Change in Control)				Disability
Compensation:
Base Salary ($900,000)		$	0			$	0			$	0			$	2,703,462	(2)		$	0			$	2,700,000	(3)		$	0/$360,000	(4)
Short-term Incentive		$	0			$	0			$	0			$	900,000	(5)		$	0			$	2,676,000	(3)		$	900,000	(5)
Long-term Incentives Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	925,623	(6)		$	0			$	925,623	(6)		$	925,623	(6)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)(7)		$	17,877			$	0			$	0			$	17,877			$	0			$	17,877			$	17,877
Total		$	17,877			$	0			$	0			$	4,546,962			$	0			$	6,319,500			$	1,843,500/2,218,500
Cutback Total																						$	5,021,999	(8)

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 ($448,000)		$	0			$	0			$	0			$	291,200	(2)		$	0			$	1,344,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	0			$	0			$	924,120	(4)		$	0
Long-term Incentives Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	693,155	(5)		$	0			$	693,155	(5)		$	693,155	(5)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)(6)		$	0			$	0			$	0			$	8,736			$	0			$	17,886			$	0
PRH&IC Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	10,259	(7)		$	0
280G Tax Gross-up		$	0			$	0			$	0			$	0			$	0			$	935,754	(8)		$	0
Total		$	0			$	0			$	0			$	993,091			$	0			$	3,925,174			$	693,155

James L. Gibson

																						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 ($450,000)		$	0			$	0			$	0			$	450,000	(2)		$	0			$	900,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	0			$	0			$	261,172	(3)		$	0
Long-term Incentives Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	656,987	(4)		$	0			$	656,987	(4)		$	656,987	(4)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)		$	0			$	0			$	0			$	0			$	0			$	17,960	(5)		$	0
Total		$	0			$	0			$	0			$	1,106,987			$	0			$	1,836,119			$	656,987
Cutback Total																						$	1,679,187	(6)

Jerrit Coward

																						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 ($355,000)		$	0			$	0			$	0			$	355,000	(2)		$	0			$	710,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	0			$	0			$	410,400	(3)		$	0
Long-term Incentives Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	548,378	(4)		$	0			$	548,378	(4)		$	548,378	(4)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)		$	0			$	0			$	0			$	0			$	0			$	11,538	(5)		$	0
Total		$	0			$	0			$	0			$	903,378			$	0			$	1,680,316			$	548,378
Cutback Total																						$	1,534,192	(6)

Richard E. Cellon

																						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 ($300,000)		$	0			$	0			$	0			$	300,000	(2)		$	0			$	600,000	(3)		$	0
Short-term Incentive		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Long-term Incentives Restricted Stock
Unvested and Accelerated		$	0			$	0			$	0			$	245,500	(4)		$	0			$	245,500	(4)		$	245,500	(4)
Benefits and Perquisites:
Post-Retirement Health & Insurance Continuation (PRH&IC)		$	0			$	0			$	0			$	0			$	0			$	17,960	(5)		$	0
Total		$	0			$	0			$	0			$	545,500			$	0			$	863,460			$	245,500