To All Willbros Employees and Consultants:

All of you are aware of the very disappointing information discovered during 2005 regarding the failure of certain former employees to observe the requirements of our Code of Business Conduct and Ethics.  As you also know, we refused to tolerate such behavior and those who declined to follow the ethical principles that are the backbone of our business are no longer part of our organization.  Each one of us pays the price for non-compliance by a few and each one of us will reap the benefits that stem from our collective adherence to ethical principles and behavior.  With those thoughts in mind, I ask that you read or reread the enclosed Willbros “Code of Business Conduct and Ethics” and personally commit to following its requirements.  Our Board of Directors has asked me to convey to each of you the extreme importance they place on responsible, ethical business behavior on the part of everyone associated with Willbros.

The Code is not just a summary guideline documenting the existing principles and procedures that govern our day to day work practices.  It is also a reflection of our culture of compliance, and our integrity as an organization.  Accordingly, I must emphasize that our continued collective compliance with the Code is mandatory, and I urge each of you to avoid even the appearance of impropriety as you carry out your individual job responsibilities at Willbros.  Our good reputation is one of our most valuable assets, and preservation of that asset is important to all of us personally as individuals, as well as collectively as a business organization.

The Code provides a clear mechanism for seeking further guidance and/or interpretation of the Code’s provisions, as well as for reporting any behavior that you may consider or determine to be illegal, unethical or otherwise contrary to the dictates of the Code.  Remember, it is your obligation to be sufficiently aware in the workplace and diligent in the performance of your duties to detect potential violations of the Code.

Finally, please do not hesitate to follow the reporting procedure set forth in the Code if, at any time, you require further assistance understanding its application or implementation.  Thank you for your cooperation.

Sincerely,


Randy Harl
President and Chief Executive Officer

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Introduction
In this Code of Business Conduct and Ethics, the terms "Willbros", "Company", "we", "us", and "our" mean Willbros Group, Inc. and all of its subsidiaries. The policies and procedures set forth in this Code govern the conduct of every aspect of our business. While this Code provides a brief summary of the standards of conduct that are the foundation of our business operations, it is not possible to cover all situations confronting our personnel in the day to day conduct of their many activities. We must rely on the individual judgment and personal ethical standards of each of you to maintain a high standard of honesty and integrity in conducting our business.

This Code applies to all directors, officers and employees of Willbros and to all Willbros business locations throughout the world. Those who violate the standards of this Code will be subject to disciplinary action, including warnings, suspensions, termination of employment, or such other actions as may be appropriate under the circumstances. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 18 of this Code.

General Policy
It is our policy to conduct our business in accordance with applicable laws, rules and regulations, with honesty and integrity, in a manner which demonstrates respect for local cultural and ethnic customs, and with a strong commitment to the highest standards of ethics. We demand high standards of integrity and sound ethical judgment from our personnel at all times.

Conflicts of Interest
A "Conflict of Interest" exists when a person's private interest interferes in any way with the interests of Willbros. Each of you have a duty to avoid financial, business or other relationships which might be opposed to our interests or might cause a conflict with the performance of your duties. You should conduct yourself in a manner that avoids even the appearance of conflict between your personal interests and those of the Company.

A conflict of interest situation may arise in many ways. A conflict situation can arise when you take actions or have interests that may make it difficult to perform your work on behalf of the Company objectively and effectively. Conflicts of interest may also arise when you, or members of your family, receive improper personal benefits as a result of your position in the Company. Loans to, or guarantees of obligations of, you and your family members may create conflicts of interest. It is not possible to discuss every circumstance that may lead to a conflict of interest, but the following examples are illustrative:

• Owning or holding a substantial financial interest in a company which has material business dealings with us or which engages in any significant field of activity engaged in by us.
   
• Acting as a director, officer, consultant or employee for any business institution with which we have a competitive or significant business relationship, unless so requested or approved by us.
   
• Accepting gifts, payments or services of significant value from those seeking to do business with us.
   
• Knowingly competing with us in the purchase or sale of property.
   
• Placing of business with a firm owned or controlled by a Willbros employee without the prior specific approval of the Chief Executive Officer or the Chief Financial Officer.

As a general rule, you must not accept anything from third parties that may influence the business decisions you make on behalf of the Company. To that end, you are prohibited from accepting anything of value from third parties, except as provided herein. Specifically, you may not accept the following from, or offer the following to, any concern that does, or is seeking to do, business with, or is a competitor of, Willbros:

• cash payments;
   
• gifts of more than token value;
   
• excessive entertainment;
   
• recreational trips; and
   
• use of facilities (e.g., planes or lodges).

You may accept gifts of nominal value. For purposes of this Code of Business Conduct and Ethics, "nominal" is a value of One Hundred Fifty Dollars (U.S. $150.00) or less, or its equivalent in any other currency, unless such gift (or series of gifts) would create the appearance of potentially influencing your business decisions.

The exchange of social amenities (i.e., business lunches, dinners or entertainment) between Company employees and third parties is acceptable when reasonably related to a clear business purpose and within the bounds of good taste and what is customary in a normal business relationship. However, any entertainment, favor or gift that is too repetitive or carries a perception of influence or obligation for the giver or the recipient is inappropriate.

Corporate Opportunities
You are prohibited from taking for yourself personally, opportunities that are discovered, through the use of corporate property, information or position, without the consent of the Board of Directors. You may not use corporate property, information or position for improper personal gain, and you may not compete with the Company directly or indirectly. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Unauthorized Use of Corporate Funds and Assets
The use of corporate funds or assets for any unlawful or improper purpose is strictly prohibited. Examples include illegal corporate political contributions to candidates, parties or government officials in any country, and payments to any government officials or private individuals to induce customers to purchase our goods and services.

Under certain circumstances it may be permissible to make facilitating payments in nominal amounts to low-level government employees to obtain or expedite the performance of nondiscretionary, legitimate customary duties such as mail delivery, security, customs clearance and the like, where the practice is usual or customary in the country concerned. Before such payments are made, the applicable Work Country Manager and/or the Chief Financial Officer shall have made a determination that:

• the government action or assistance is proper for the Company to receive;
   
• the payments are customary in the country in which they are to be made; and
   
• there is no reasonable alternative to making such payments.

All such payments must be accurately disclosed in the appropriate operating company's books and records.

Record Keeping
Financial statements and the books and records on which they are based must accurately reflect all corporate transactions. All receipts and disbursements of Company funds must be properly recorded in the books, and records must disclose the nature and purpose of the Company's transactions. All records and transactions are subject to review by internal and external auditors. Full cooperation with the auditors is expected and under no circumstances will any relevant information be intentionally withheld from them.

The following requirements apply to all Company records:

• No undisclosed or unrecorded fund or asset of ours shall be established for any purpose.
   
• No false or artificial entries shall be made in our books and records for any reason, and no employee shall engage in any arrangement that results in such prohibited act.
   
• All transactions shall be executed in accordance with management's general or specific authorization.
   
• Transactions shall be properly recorded to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets.
   
• No payment on behalf of the Company shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mails, internal memos and formal reports. Records should always be retained or destroyed according to our record retention policies.

Political Contributions and Activities
We encourage you to maintain an interest in political matters in your home country, but recognize that participation in politics is primarily a matter of individual choice. Involvement and participation in political activities must be on an individual basis, your own time, and at your own expense. Further, when you speak on public issues, it must be made clear that comments or statements made are your own and not those of the Company.

Your participation in political activities in a country where you are not a citizen may jeopardize your continued right to live and work in such country. Accordingly, such participation is prohibited.

No Company funds or assets, including the work time of an employee, will be contributed, loaned, or made available, directly or indirectly, to any political party or to the campaign of any candidate for political office.

Prohibited Payments
It is our policy to deal with clients and suppliers, and the governments of all jurisdictions in which we operate, in a straightforward and aboveboard manner.

In addition to other standards of conduct set forth in this Code, you may not directly or indirectly offer or provide any gift, gratuity, or entertainment as a bribe, kickback, or other payment to any government official or employee to obtain or retain business or special concessions.

Similarly, you are not authorized to make payments as a bribe, kickback or other payment, including commissions, finder's fees, etc., to employees of other companies or organizations, directly or indirectly, for the purpose of obtaining favorable treatment in securing business or otherwise obtaining special concessions from such other companies or organizations.

Foreign Corrupt Practices Act of 1977
The Foreign Corrupt Practices Act of 1977, as amended, in general, prohibits the giving of money or things of value to a non-U.S. government official, political candidate, or political party for the purpose of obtaining or retaining business.

Under the provisions of the Act:

• Bribes to a non-U.S. official, political party, political party official, or candidate for political office, to assist in obtaining, retaining or directing business to any person are prohibited.
   
• Complete and accurate books, records and accounts, in reasonable detail, must be kept and must fairly reflect transactions and dispositions of assets.
   
• A system of internal accounting controls must be maintained and such system must be sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management authorizations, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles, (iii) access to assets is permitted only in accordance with management's authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals.

It is our policy to comply with all applicable provisions of the Act.

Retaining Agents, Consultants and Representatives
Our agents, consultants and representatives are expected to comply with the applicable provisions of this Code. You should not hire or retain any person or entity to assist with the acquisition, development or retention of business until the Company has received full details regarding the background and reputation of the individual or entity to be hired or retained. In addition, you should not hire or retain any person or entity other than pursuant to a written agreement which has been approved in advance by the President of the relevant operating company and by the General Counsel or his designee.

Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each of you should endeavor to respect the rights of and deal fairly with our customers, suppliers, competitors and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Confidentiality
You must maintain the confidentiality of confidential information entrusted to you by us or our customers, except when disclosure is authorized by the General Counsel or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to us or our customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

Protection and Proper Use of Our Assets
You should endeavor to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect our assets includes our proprietary information. Proprietary information includes intellectual property as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information would violate Company policy and may also be illegal and result in civil or criminal penalties.

Compliance with Antitrust Laws
Our businesses are subject to the provisions of the various antitrust laws. Antitrust laws are based on the principle that the economy and public will benefit from a healthy state of business competition, free from unreasonable restraints. Under these laws, companies may not enter into agreements with other companies that unreasonably restrict the competitive process. It is our policy to comply with applicable antitrust laws.

Securities Laws and Insider Trading
The United States Securities and Exchange Commission and the New York Stock Exchange require prompt public disclosure of material information about us. It is our policy that all disclosures to the public, including periodic reports, press releases, speeches and stockholder communications will be full, fair, accurate, timely and understandable. Employees must not use for personal gain, or reveal outside of the Company, material information which is neither known or available to the general public.

Waivers of the Code
Any waiver of the Code for executive officers and directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

Reporting any Illegal or Unethical Behavior
You are encouraged to talk to supervisors, managers or other appropriate personnel, including, if necessary, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or the General Counsel, about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is our policy to prohibit retaliation against you for reports of misconduct by others that you make in good faith. You are expected to cooperate in internal investigations of misconduct.

Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

a. Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

b. Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

c. Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.

d. Seek help from Company Resources. In cases where it may not be appropriate to discuss an issue with your supervisor, or where you and your supervisor need assistance in applying this Code to a particular situation or need assistance in determining whether a particular type of conduct is illegal or unethical, contact the General Counsel.

e. You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. We do not permit retaliation of any kind against employees for good faith reports of ethical violations.

f. Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

Certification
Each officer or director of the Company and each Work Country Manager shall annually certify that he or she (i) has read this Code, (ii) has not violated any requirements thereof during the preceding year, and (iii) is not aware of any material violation of the Code's requirements by any other person.

Summary
It is expected that every Willbros employee will transact our business with the highest standards of integrity. By maintaining a sensitivity to and an awareness of the ethical aspects of business, we can ensure that our business conduct in all respects is exemplary. We and our employees enjoy an outstanding reputation. Adherence to this Code will uphold and enhance that reputation.