Exhibit 10.2





Exhibit 10.2




AMENDMENT NUMBER 1

TO THE

WILLBROS GROUP, INC.

AMENDED AND RESTATED

MANAGEMENT INCENTIVE COMPENSATION PROGRAM




1. Introduction. On March 1, 2007, the Compensation Committee (the “Panama
Committee”) of the Board of Directors of Willbros Group, Inc., a Republic of Panama corporation
(the “Panama Corporation”), approved the Willbros Group, Inc. Management Incentive Compensation
Program (the “MICP”). The Panama Committee amended and restated the MICP on January 15, 2008, and
on February 26, 2008 (the “Amended and Restated MICP”). On March 3, 2009, the Panama Corporation
merged with a subsidiary of Willbros Group, Inc., a Delaware corporation (the “Corporation”), and
the Corporation hereby reaffirms its assumption of all of the rights, duties, and obligations of
the Panama Corporation under the Amended and Restated MICP. The Compensation Committee (the
“Committee”) of the Board of Directors of the Corporation has assumed responsibility for the
administration of the Amended and Restated MICP. The Amended and Restated MICP provides for Awards
to be made to Participants based upon their achievements against Performance Metrics set by the
Committee prior to, or as soon as practicable after, the beginning of each Program Year. Terms used
in this Amendment to the Amended and Restated MICP and not defined herein shall have the meanings
ascribed to such terms in the Amended and Restated MICP.



2. Purpose. The Committee wishes to amplify the descriptions of certain of the
Performance Metrics.




3. Amendments.




	 	(a)	 	The following definition under “Performance Metrics” in Section 2 (Definitions)
is amended to read in its entirety as follows:







“Safety—a balanced combination of factors for the Group and/or the specific
business unit within the Group including (i) either a prescribed absolute Total
Recordable Case Rate (“TRCR”) or a prescribed percentage reduction in the TRCR for
the Program Year versus the immediately prior Program Year, (ii) the formal
assessment of HSE management system implementation and corrective action planning,
(iii) the enhancement of safety culture measured through the completion of a safety
culture survey, development and adoption of a safety culture enhancement plan and
the completion of plan requirements by the end of the Program Year, (iv) the design
and implementation of a key business unit specific safety risk reduction program,
and (v) degree of conformance to the Willbros Corporate Incident Management
Performance Standard.”




	 	(b)	 	The following new definition shall be inserted in its alphabetically appropriate
place under “Performance Metrics” in Section 2 (Definitions):







“Personal
Performance Goals—The achievement of objectively measurable
personal performance goals, including earnings, cash flow, customer satisfaction,
revenues, financial return ratios, expense reduction results, market performance and
compliance with laws, regulations and policies, established by the Committee for a
particular Participant.”


 












 






	 	(c)	 	The first two sentences of Section 5 (Timing of Award Payments) are revised to
read in their entirety as follows:







“After the year-end financial statements or other appropriate measurements have
been finalized for a Program Year, the Awards generated, if any, will be determined
and approved by the Committee and certified in writing in minutes of the Committee
reflecting such approval. After approval and certification by the Committee, Awards
for such Program Year will be paid to Participants no later than two and one-half
months following the end of such Program Year.”




	 	(d)	 	The first sentence of the first paragraph of Section 6 (Award Determination) is
revised to read in its entirety as follows:







“The Awards for each Program Year shall be calculated, in the case of Group or
a Participant’s Performance Metrics, based on the Group’s or the Participant’s
actual performance as compared to threshold, target and maximum Performance Metric
Hurdle levels for the Performance Metrics determined for a Group or a Participant
for that Program Year by the Committee.”



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




	 	5.	 	Effective Date. This Amendment shall take effect and be adopted as of
January 1, 2010.






Executed as of March 23, 2010.



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

	 	 	 	By:
	 	/s/ Robert R. Harl
	 

	 	 	 	 	 	 
	Lori Pinder

	 	 	 	 	 	Robert R. Harl
	Deputy Corporate Secretary

	 	 	 	 	 	President and Chief Executive Officer






Approved by the Compensation Committee as of March 23, 2010.





 


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