Unassociated Document


    
      EXHIBIT
10.4

    

     

    FIRST
AMENDMENT TO

    INDEMNIFICATION
AGREEMENT

     

    WHEREAS,
Willbros Group, Inc., a corporation organized and existing under the laws of the
Republic of Panama (the “Company”), entered into that certain Indemnification
Agreement with _____________, an individual (the “Indemnitee”), on _____________
(the “Agreement”); and

     

    WHEREAS,
the Agreement may be amended by a
written instrument executed by or on behalf of each of the parties thereto;
and

     

    WHEREAS,
the parties now desire to amend the Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
including regulations or other authoritative guidance thereunder, in the manner
and to the extent herein provided;

     

    NOW,
THEREFORE, this First Amendment (“Amendment”) is hereby made with all the
amendments set forth herein to be effective as of December 31, 2008 (the
“Effective Date”), as follows:

     

    Section 5 of the Agreement is
supplemented by the addition of the following new paragraph to the end
thereof:

     

    Notwithstanding the foregoing, (i) the
indemnification of any additional expense under this Section 5 must be made by
December 31st of the year next following the calendar year in which the
expense was incurred; and (ii) the
Indemnitee’s recovery from the Company of any additional expenses under this
Section 5 must take place during the time that this Agreement remains
effective.

     

    As
expressly amended hereby, the Agreement is ratified and confirmed in all
respects and shall continue in full force and effect.

     

    [Signature page
follows.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, the undersigned, being a duly authorized officer of the
Company, has approved, ratified and executed this Amendment on this ______ day
of ____________, 2008.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WILLBROS
      GROUP, INC.

                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                  By:

                                	        
      	 
      
	 
      	 
      	 
      
	
                                  Name:

                                	         
      	 
      
	 
      	 
      	 
      
	
                                  Title:

                                	             
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                  INDEMNITEE

                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	           
        	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
         

      

      
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