Unassociated Document


    Exhibit
10.3

    


    AMENDMENT
NUMBER 8

    TO

    WILLBROS
GROUP, INC.

    1996
STOCK PLAN

    


    1.  Introduction.  On
April 16, 1996, the Board of Directors of Willbros Group, Inc. (the
"Company") adopted, and on May 21, 1996, the stockholders of the Company
approved, the Willbros Group, Inc. 1996 Stock Plan (as amended, the
"Plan").  The Plan permits the granting of awards, including stock
options, restricted stock, restricted stock rights and stock appreciation
rights, to key employees (including officers and directors who are employees) of
the Company or its subsidiaries.

    


    Under the
terms of the Plan, a total of 4,825,000 shares of common stock of the Company
are available for issuance pursuant to awards granted under the Plan (subject to
adjustment in the event of certain corporate transactions such as a stock split,
etc.).

    


    The Plan
includes various provisions with respect to the exercise or vesting of awards if
a participant's employment with the Company terminates for various reasons,
including death, disability or retirement.  The Company desires to
remove the concept of "retirement" from these provisions.

    


    2.  Purpose.  The
sole purpose of this Amendment is to remove the concept of "retirement" and its
related effects under the terms of the Plan.  Awards granted prior to
the effective date of this Amendment shall continue to be subject to the
applicable definition of the term "Retirement," as the case may be, and its
related effects under the terms of the Plan prior to its removal
hereunder.

    


    3.  Amendments.  Solely
with respect to awards which are granted under the Plan on or after the
effective date hereof, the Plan shall be amended as follows:

    


    (a)  The
definition of "Retirement" in Section 2 of the Plan shall be deleted and removed
in its entirety.

    


    (b)  Section
10(c) of the Plan shall be amended and restated in its entirety to read as
follows:

    


    "(c)  [Intentionally
Omitted.]"

    


    (c) 
Section 10(d) of the Plan shall be amended and restated in its entirety to read
as follows:

    


    "(d)  OTHER
REASONS.  In the event of termination of a Participant's employment
with the Corporation and the Subsidiaries for any reason other than death or
Disability, as described in paragraph (a) or (b) of this Section 10, any Award
granted to such Participant may be exercised for a period of two and one-half
months from the date of termination, but not beyond the date the Award otherwise
would have expired in accordance with the Award Agreement establishing the term
of the original grant."

    


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

    


    5.  Effective
Date.  This Amendment shall take effect and be adopted on the
date that the Board of Directors of the Company approves this
Amendment.

    


    Executed
as of the 12th day of March, 2009.

    


    
      
        	
                ATTEST:

              	 
      	
                WILLBROS
      GROUP, INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/ Dennis G. Berryhill

              	 
      	
                By: 
      

              	
                /s/ Robert R. Harl

              
	
                Dennis
      G. Berryhill

              	 
      	 
      	
                Robert
      R. Harl

              
	
                Secretary

              	 
      	 
      	
                President
      and Chief Executive Officer