Unassociated Document


    
      EXHIBIT
10.25

       

    

    AMENDMENT
NUMBER 1

    TO

    WILLBROS
GROUP, INC.

    SEVERANCE
PLAN

     

    1. Introduction.  On
September 25, 2003, the Board of Directors of Willbros Group, Inc. (the
“Company”) approved and adopted an amendment to and restatement of the Willbros
Group, Inc. Severance Plan (as amended, the “Plan”).  The Plan
provides for the payment of benefits to a Participant in the event a
Participant's employment with the Company or a Subsidiary is terminated under
certain circumstances.  Terms used in this Amendment Number 1 and not
defined herein have the meanings ascribed to such terms in the
Plan.

    


    2. Purpose.  Section 409A of the
Internal Revenue Code, and Treasury Regulations promulgated thereunder, set
forth rules which must be followed in connection with the payment of
"non-qualified deferred compensation" (as such term is defined in section 409A
and Treasury Regulations) to avoid the imposition of taxes on the recipients of
such "nonqualified deferred compensation."  The purpose of this
Amendment Number 1 is to redefine the benefits payable under the Plan so that
such benefits do not constitute "nonqualified deferred compensation" subject to
section 409A.

    


    3. Amendments.  The Plan shall be amended
as follows:

    


    (a) Subsection 3.3.2(iii) is revised to
delete the "and" at the end of such subsection.

    


    (b) Subsection 3.3.2(iv) is revised to read
as follows:

    


    "(iv) such Participant and those of his
dependents (including his spouse) who were covered under the medical and dental
insurance benefit plans maintained by the Employer on the day prior to such
Participant's termination of employment shall continue to be covered under such
plans during the period beginning on the date of such Participant's termination
of employment and continuing until the end of the period for which such
Particpant would, but for the Plan, be entitled to continuation coverage under
section 4980B of the Code (if the Particpant elected such coverage and paid the
applicable premiums) at a cost to such Participant that is no greater than the
lesser of (a) the cost of such coverage paid by such Participant immediately
prior to such Participant's termination of employment or (b) the cost of such
coverage paid by such Participant immediately prior to the Change in Control;
provided, however, that (I) the benefits and terms of each such coverage shall
be no less favorable in the aggregate than that provided to such Participant
immediately prior to the Change in Control and (II) coverage under a particular
medical or dental insurance benefit plan shall immediately end upon such
Participant's obtainment of new employment and coverage under a similar welfare
benefit plan maintained by such Participant's new employer (with such
Participant being obligated hereunder to promptly report such new coverage to
the Company); provided, further, that if such continued coverage will have
adverse tax consequences to such Participant as compared to the tax consequences
associated with similar coverage provided to an active executive employee, then
the Employer shall provide identical coverage through individual policies that
do not have such adverse tax consequences or otherwise pay to such Participant a
cash gross-up payment to make such Participant approximately whole (on an
after-tax basis) for such adverse tax consequences.  Such gross-up
payment shall be estimated and made within sixty (60) days following the Participant's
termination of employment.  Nothing herein shall be deemed to
adversely affect in any way the additional rights, after consideration of this
extension period, of such Participant and his eligible dependents to health care
continuation coverage as required pursuant to Part 6 of Title I of
ERISA; and"

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
(c) A new Subsection 3.3.2(v) is added, to
wit:

    


    "(v)  an amount equal to the
Participant's costs for life insurance benefits for himself and his dependents
who were covered by such benefits on the day prior to such Particpant's
termination of employment, for a period of twenty-four (24) months following
termination of employment, under the life insurance benefits plan maintained by
the Employer on the day prior to such Participant's termination of employment,
which amount will be paid directly by the Employer on the date such Particpant's
termination of employment takes effect."

     

    (d) The following sentence is added to
Section 3.5 after the second sentence of such Section:

    


    "Any required Gross-up Payment shall be
paid to the Participant on the date such Participant's termination of employment
takes effect."

    


    (e) A new Subsection 8.9 is added, to
wit:

    


    "8.9 It is intended that the
Severance Benefits paid under the Plan shall be exempt from, or in compliance
with, Code section 409A.  This Plan is intended to comply with Code
section 409A only if and to the extent applicable.  In this respect,
any ambiguous provision will be construed in a manner that is compliant with or
exempt from the application of Code section 409A.  To the extent that
a Severance Benefit payment is subject to Code section 409A, it shall be revised
and paid in a manner that will comply with Code section 409A.

     

    Any
payment(s) to be made to a Participant upon a termination of employment that are
not exempted from the definition of nonqualified deferred compensation shall be
(i) deferred until the Participant has had a "separation from service" as such
term is defined in Code section 409A and the Treasury Regulations thereunder and
(ii) in the event the Participant is a "specified employee" as defined in Code
section 409A and the Treasury Regulations thereunder, further deferred until the
first day following the six-month anniversary of such Participant's separation
from service.

     

    
      
         

      

      
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    If any
provision of this Plan would cause a Participant to incur any additional tax or
interest under Code section 409A and accompanying Treasury Regulations and other
authoritative guidance thereunder, the Company shall, after consulting with such
Participant, reform such provision to comply with Code section 409A to the
extent permitted under Code section 409A; provided, however, the Company
agrees to maintain, to the maximum extent practicable, the original intent and
economic benefit to such Participant of the applicable provision without
violating the provisions of Code section 409A.

     

    4. No
Change.  Except
as specifically set forth herein, this Amendment Number 1 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 approve this Amendment.

    


    6. Multiple
Counterparts.  This Amendment Number 1
This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

    


    Executed as of the 31st day of December,
2008.

     

    
      
        
          	
                  ATTEST:

                	 
      	
                  WILLBROS GROUP,
      INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /s/ Dennis G.
      Berryhill

                	 
      	
                  By:

                	
                   /s/ Robert R.
      Harl

                
	
                  Dennis G.
      Berryhill

                	 
      	 
      	
                  Robert R.
    Harl

                
	
                  Secretary

                	 
      	 
      	
                  Chief Executive
      Officer

                


        

      

    

     

    Section 6.2 of the Plan provides that
the Plan may not be amended in a manner which decreases the benefits of a
Participant unless such amendment is consented to in writing by such
Participant.  The undersigned Participant consents to this Amendment
Number 1.

    


    
      
        
          
            
              	 
      	
                      Signed:

                    	  
      
	 
      	
                      Printed
    Name:

                    	  
      
	 
      	
                      Date:

                    	          
      


            

          

        

      

    

    


    
      
         

      

      
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