Unassociated Document


    
      EXHIBIT
10.12

    

     

    AMENDMENT
NUMBER 7 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
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the
Plan may be considered a non-qualifed deferred compensation
plan.  Pursuant to Treasury Regulations and Notices issued by the
United States Department of the Treasury and the Internal Revenue Service, the
documentary requirements of Section 409A must be satisfied by each non-qualified
deferred compensation plan no later than December 31, 2008

    


    2. Purpose.  The purpose of this
Amendment is to conform the Plan to the documentary requirements of Section
409A.

    


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

    


    (a) In Section 2 the definition of
"Disability" is replaced with the following:

    


    ""Disability" means the Participant is (i) unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Corporation."

    


    (b) In Section 2 the definition of
"Retirement" is replaced with the following:

    


    ""Retirement" means retirement from
employment with the Corporation and the Subsidiaries in accordance with the
terms of a Corporation or Subsidiary retirement plan that also constitutes a
"separation from service" for purposes of Section 409A of the
Code."

    


    (c) In Section 10(d), the phrase "for a
period of three months" shall be replaced with "for a period of two and one-half
months".

    


    (d) In Section 17, the first clause of
the first sentence shall be revised to read as follows:

     

    "In the event of a Change in Control
that also constitutes a "change in the ownership or effective control of the
Corporation, or in the ownership of a substantial portion of the assets of the
Corporation" as such terms are defined inTreasury Regulations prescribed under
Section 409A of the Code, the following acceleration provisions shall apply
(except that, prior to the occurrence of a Change of Control, the Board may,
without the consent of the Participants, waive the application of this Section
17 with respect to any transaction that would otherwise constitute a Change of
Control):"

    


    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 approve this Amendment.

     

               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

                  


          

        

      

    

    


    
      
         

      

      
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