Exhibit 10.4





EXHIBIT 10.4




AMENDMENT NUMBER 3 TO THE

WILLBROS GROUP, INC.

AMENDED AND RESTATED

2006 DIRECTOR RESTRICTED STOCK PLAN




1. Introduction. On June 14, 2006, the Board of Directors (the “Panama Board”) of
Willbros Group, Inc., a Republic of Panama corporation (the “Panama Corporation”), adopted, and on
August 2, 2006, the stockholders of the Panama Corporation approved, the Willbros Group, Inc. 2006
Director Restricted Stock Plan (the “Plan”). On January 9, 2007, the Panama Board amended the Plan
and on January 15, 2008, the Panama Board amended and restated the Plan (the “Amended and Restated
Plan”). The Amended and Restated Plan provides for the award of Shares of Restricted Stock or RSRs
to Eligible Directors. The Amended and Restated Plan was amended on May 29, 2008 to increase the
number of Shares available for Awards. On March 3, 2009, Willbros Group, Inc., a Delaware
corporation (the “Corporation”), assumed all of the rights, duties, and obligations of the Panama
Corporation under the Amended and Restated Plan and the Amended and Restated Plan was further
amended to clarify that the Corporation would assume ongoing responsibility for the Amended and
Restated Plan. On January 8, 2010, the Amended and Restated Plan was amended by Amendment Number 2
to alter the timing and formula for Annual Awards. Terms used in this Amendment Number 3 to the
Amended and Restated Plan and not defined herein shall have the meanings ascribed to such terms in
the Amended and Restated Plan, as amended.



2. Purpose. The Corporation believes that the limit placed by Amendment Number 2 on
the number of Shares included in an Annual Award no longer serves the purposes of the Corporation
in promoting the alignment of director and stockholder interests. The purpose of this Amendment is
to restore the prior formula for the determination of the number of Shares included in an Annual
Award.



3. Amendment. Section 6(b) of the Amended and Restated Plan, as amended, shall be
amended to read in its entirety as follows:




“(b) Annual Awards. Except as provided in the next sentence, on the first Business Day
following the Annual Meeting each year on which an Eligible Director continues to be an
Eligible Director, such Eligible Director shall be awarded that number of Shares of
Restricted Stock or RSRs determined by dividing $75,000 by the Fair Market Value on the date
of the Award. On the first Business Day following the Annual Meeting each year on which an
Eligible Director who is the Chairman of the Board continues to be an Eligible Director,
such Chairman of the Board shall be awarded that number of Shares of Restricted Stock or
RSRs determined by dividing $150,000 by the Fair Market Value on the date of the Award. The
number of Shares or RSRs so determined shall be rounded to the nearest number of whole
Shares or RSRs (subject to adjustment as provided in Section 9). Except as otherwise
provided herein, the Shares or RSRs subject to an Annual Award shall vest on the first
anniversary of the date of the Award.”



4. No Change. Except as specifically set forth herein, this Amendment does not change
the terms of the Amended and Restated Plan, as amended.



5. Effective Date. This Amendment shall take effect and be adopted as of August 25,
2010.




Executed as of August 25, 2010.



	 	 	 	 	 	 	 
	 	 	WILLBROS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Lori Pinder
 

Lori Pinder

	 	By:
	 	/s/ Robert R. Harl
 

Robert R. Harl
	 	 
	Deputy Corporate Secretary

	 	 	 	President and Chief Executive Officer	 	 






Approved by the Board of Directors as of August 25, 2010.