EXHIBIT
      10.31

                    	
                      

                    


            

          

        

      



    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of
December, 2008, between Willbros USA, Inc., a Delaware corporation (the
“Corporation”), and John T. Dalton (the “Executive”).

    


    RECITALS

    


    WHEREAS, the Executive and the
Corporation entered into an Employment Agreement on November 1, 2006 (the
"Employment Agreement");

    


    WHEREAS,
the Executive currently holds the positions of Senior Vice President and General
Counsel of the Corporation and its parent, Willbros Group, Inc., a Republic of
Panama corporation (“WGI”);

    


    WHEREAS,
in connection with the Employment Agreement, while the operational requirements
of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as
amended (the "Code"), have been strictly followed, pursuant to Treasury
Regulations and notices issued by the Department of the Treasury, the
Corporation and the Executive have until December 31, 2008, to cause the
Employment Agreement to conform to the documentary requirements of Section 409A
and Treasury Regulations issued thereunder for those benefits that constitute
deferred compensation subject to Section 409A; and

    


    WHEREAS,
the Corporation and the Executive wish to conform the Employment Agreement to
the documentary requirements of Section 409A for those benefits that constitute
deferred compensation subject to Section 409A;

    


    NOW THEREFORE, in consideration of the
mutual covenants and representations contained herein, and the mutual benefits
derived herefrom, the parties agree that the Employment Agreement is hereby
amended and restated as follows:

    


    ARTICLE
I

    FULL-TIME EMPLOYMENT OF
EXECUTIVE

    


    1.1           DUTIES AND
STATUS.

    


    (a)           The
Corporation hereby engages the Executive as a full-time executive employee for
the period specified in Section 4.1 below (the “Employment Period”), and the
Executive accepts such employment, on the terms and conditions set forth in this
Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (b)           The
Executive shall serve as Senior Vice President and General Counsel of the
Corporation and WGI.  He shall report to the Chief Executive Officer
of the Corporation and WGI, but to no other person or body.

    


    (c)           In
addition to the Executive’s performance of his day to day executive and
operating responsibilities referred to in Section 1.1(b) above, the Executive
shall work diligently and closely with the Chief
Executive Officer during the Employment Period to further develop, refine, and
implement WGI’s strategic plan consistent with the annual budget(s) and other
objectives approved by the Board of Directors of WGI (the
“Board”).

    


    (d)           Throughout
the Employment Period, the Executive shall devote substantially all his full
time and efforts to the business of the Corporation and WGI and will not engage
in consulting work or any trade or business for his own account or for or on
behalf of any other person, firm or corporation which competes, conflicts or
interferes with the performance of his duties under this Agreement in any
way.

    


    (e)           Except
for reasonable business travel, the Executive shall be required to perform the
services and duties provided for in this Section 1.1 only at the principal
offices of the Corporation in the Houston, Texas, metropolitan
area.  Throughout the Employment Period, the Executive shall be
entitled to vacation and leave for illness or temporary disability in accordance
with the Corporation’s policies for its senior executive officers.

    


    1.2           COMPENSATION AND GENERAL
BENEFITS.  In consideration of the Executive foregoing other
business opportunities and agreeing to stay on with the Corporation and WGI to perform the services described in this
Agreement, the Executive shall be compensated as follows:

    


    (a)           
For the remainder of the Employment Period the Corporation shall pay the
Executive a base salary of  four hundred seven  thousand
five hundred fifty dollars ($407,550 ) per year.  The Executive will
be eligible for increases in such base salary  based on merit and
commensurate with increases made in the base salary of other executive
officers.  Such salary shall be payable in periodic equal installments
pursuant to the Corporation’s executive payroll system.

    


    (b)           Throughout
the Employment Period, the Executive shall be entitled to participate in such
retirement, bonus, disability, life, sickness, accident, dental, medical and
health benefits and other employee benefit programs, plans and arrangements of
the Corporation which are in effect immediately prior to the date of this
Agreement, and in any successor or additional employee benefit programs, plans
or arrangements which may be established by the Corporation, as and to the
extent any such employee benefit programs, plans and arrangements are or may
from time to time be in effect.

    


    1.3           BONUS.  The
Executive shall be eligible for bonus consideration annually at the sole
discretion of the Board.  The maximum annual bonus for which the
Executive is eligible is an amount equal to one hundred twenty-five percent
(125%) of his base salary.  The Board, in considering the bonus, if
any, payable to the Executive for a year shall consider the financial
performance of the Corporation, the individual performance of the Executive and
the bonuses, if any, awarded to other executive officers of the Corporation, as
well as any other matters the Board deems it appropriate to consider in making
its determinations.

     

    Amended
& Restated Employment Agreement

    Between
Willbros USA, Inc. and John T. Dalton

    Dated
December 31, 2008

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    1.4           RESTRICTED STOCK
AWARD. In consideration of the Executive foregoing other business
opportunities and agreeing to stay on with the Corporation and WGI to perform
the services described in this Agreement, the Executive will continue to be
eligible consistent with his peers and performance to receive awards of shares
of common stock, par value $.05 per share (“common stock”), of WGI (“restricted
stock shares”) from time to time, at the sole discretion of the Compensation
Committee of the Board, under the WGI 1996 Stock Plan.

    


    1.5           GRANT OF STOCK
OPTIONS. In consideration of the Executive foregoing other business
opportunities and agreeing to stay on with the Corporation and WGI and to
perform the services described in this Agreement, the Executive will continue to
be eligible consistent with his peers and his performance to receive stock
option awards to purchase shares of common stock of WGI ("stock option awards")
from time to time, at the sole discretion of the Compensation Committee of the
Board, under the WGI 1996 Stock Plan.

    


    1.6           GROSS-UP
PAYMENT.  Notwithstanding anything to the contrary in this
Agreement, if any of the payments or benefits which the Executive has the right
to receive from the Corporation (the “Payments”) are later determined to be
subject to the tax imposed by Section 409A of the Code, or any interest or
penalties with respect to such tax (such tax, together with any such interest or
penalties, are hereinafter collectively referred to as the “409A Tax”), the
Corporation shall pay to the Executive an additional payment (a “Gross-up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any income tax imposed on any Gross-up Payment, the Executive retains an amount of the Gross-up
Payment equal to the 409A Tax imposed upon the Payments.  The
Compensation Committee of the Board shall make an initial determination as to
whether a Gross-up Payment is required and the amount of any such Gross-up
Payment. The Corporation's payment of any amount due to the Executive by reason
of this Section 1.6 shall be made promptly after the Compensation Committee
makes its determination, but in any event no later than December 31 of the year
following the year in which the Executive makes his payment of the 409A Tax to
the Internal Revenue Service.

     

               The
Executive shall notify the Corporation immediately in writing of any claim by
the Internal Revenue Service which, if successful, would require the Corporation
to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any,
initially determined by the Compensation Committee of the Board) within five
days of the receipt of such claim.  The Corporation shall notify the
Executive in writing at least five days prior to the due date of any response
required with respect to such claim if it plans to contest the
claim.  If the Corporation decides to contest such claim, then the
Executive shall cooperate fully with the Corporation in such action; provided,
however, the Corporation shall bear and pay all costs and expenses (including
additional interest and penalties) incurred in connection with such action and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
409A Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of the Corporation’s action.  If, as a result of
the Corporation’s action with respect to a claim, the Executive receives a
refund of any amount paid by the Corporation with respect to such claim, then
the Executive shall promptly pay such refund to the Corporation.  If
the Corporation fails to timely notify the Executive whether it will contest
such claim or the Corporation determines not to contest such claim, then the
Corporation shall immediately pay to the Executive the portion of such claim, if
any, which it has not previously paid to the Executive.

     

    
      Amended
& Restated Employment Agreement

      Between
Willbros USA, Inc. and John T. Dalton

      Dated
December 31, 2008

    

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    ARTICLE
II

    COMPETITION AND CONFIDENTIAL
INFORMATION

    


    2.1           COMPETITION AND CONFIDENTIAL
INFORMATION.  The Executive and the Corporation recognize that,
due to the nature of his prior association with the Corporation and WGI and of
his engagements hereunder, and the relationship of the Executive to the
Corporation and WGI, both in the past as an executive and in the future
hereunder, the Executive has had access to and has acquired, will have access to
and will acquire, and has assisted in and may assist in developing, confidential
and proprietary information relating to the business and operations of the
Corporation, WGI, and their affiliates, including but not limited to,
information with respect to present and prospective business plans, financing
arrangements, marketing projections, customer lists, contracts and
proposals.

    


    The Executive acknowledges that such
information has been and will continue to be of central importance to the
business of the Corporation, WGI, and their affiliates and that disclosure or
use by others could cause substantial loss to the Corporation, WGI, and their
affiliates.  The Executive and the Corporation also recognize that an
important part of the Executive’s duties will be to develop goodwill for the
Corporation, WGI, and their affiliates through his personal contact with
vendors, customers, subcontractors, and others sharing business relationships
with the Corporation, WGI, and their affiliates, and that there is a danger that
this goodwill, a proprietary asset of the Corporation, WGI and their affiliates,
may follow the Executive if and when his employment relationship with the
Corporation is terminated.

    


    The Executive accordingly agrees that,
during the Employment Period, the Executive will not either individually or as
owner, partner, agent, employee, or consultant engage in any activity
competitive with the onshore and offshore pipeline, engineering and construction
businesses of the Corporation, WGI, or any of their affiliates or with any other
lines of material business activity of the Corporation, WGI, or any of their
affiliates that commence during the Employment Period, and will not directly or
indirectly solicit any employee to leave the employment of the Corporation, WGI,
or any of their affiliates.

    


    Nothing in this Article II shall be
construed to prevent the Executive from owning, as an investment, not more than
one percent (1%) of a class of equity securities issued by any issuer and
publicly traded and registered under Section 12 of the Securities Exchange Act
of 1934.

     

    
      Amended
& Restated Employment Agreement

      Between
Willbros USA, Inc. and John T. Dalton

      Dated
December 31, 2008

    

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    2.2           NON-DISCLOSURE.  At
all times after the date of this Agreement, the Executive will keep confidential
any confidential or proprietary information of the Corporation, WGI, and their
affiliates which is now known to him or which hereafter may become known to him
as a result of his employment or association with the Corporation, WGI, and
their affiliates and shall not at any time directly or indirectly disclose any
such information to any person, firm or corporation, or use the same in any way
other than in connection with the business of the Corporation, WGI, and their
affiliates.  For purposes of this Agreement, “confidential or
proprietary information” means information unique to the Corporation, WGI, and
their affiliates which has a significant business purpose and is not known or
generally available from sources outside the Corporation, WGI and their
affiliates or typical of industry practice.  This Section 2.2 shall
survive the termination of this Agreement.

    


    ARTICLE
III

    [Intentionally
Omitted]


    


    ARTICLE
IV

    EMPLOYMENT
PERIOD

    


    4.1           DURATION.  The
Employment Period shall commence on November 1, 2006 and shall terminate on
October 31, 2011.

    


    4.2           EARLY
TERMINATION.  This Agreement shall be terminated prior to the
end of the Employment Period for the following reasons or upon the occurrence of
the following events:

    


    (a)           Termination
of the employment of the Executive by the Corporation without cause or through
constructive discharge, as described in Section 4.4(a) below;

    


    (b)           Discharge
of the Executive for cause, as described in Section 4.4(b) below;

    


    (c)           Death
of the Executive;

    


    (d)           Total
disability of the Executive, as described in Section 4.4(c) below;

    


    (e)           Voluntary
resignation of the Executive; or

     

    
      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (f)           “Change
in Control” as that term is defined in the Willbros Group, Inc. Severance Plan
as Amended and Restated effective September 25, 2003, or as it may be
amended and/or extended hereafter (the “Severance Plan”), but substituting in
such definition the Corporation for WGI; provided,
however, that any event, transaction, or series of events or transactions that
would constitute a Change in Control under such definition and which relates to,
results from or constitutes a part of the insolvency of, or a bankruptcy,
bankruptcy reorganization, or receivership of the Corporation shall not
constitute a Change in Control or otherwise operate to trigger the obligation to
pay amounts otherwise payable upon the early termination of this Agreement; and
provided that such event, transaction, or series of events or transactions 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 in Treasury Regulations prescribed under Section 409A
of the Code.

    


    
      	
               
      

            	
              4.3

            	
              COMPENSATION AND/OR
      BENEFITS FOLLOWING EARLY
TERMINATION.

            


    

    


    (a)           In
the event of an early termination of this Agreement due to the Corporation’s
involuntary termination of the Executive’s employment without cause, or due to a
constructive discharge of the Executive, or due to a Change in Control, the
Corporation shall pay to the Executive and provide him with the
following:

    


    (i)           Subject
to Section 4.3(i) and 4.3(j) below, during the remainder of the Employment
Period, the Corporation shall continue to pay the Executive his base salary at
the rate specified in Section 1.2(a) above,

    


    (ii)           Subject
to Section 4.3(i) and 4.3(j) below, during the remainder of the Employment
Period, the Executive shall, to the extent legally permissible, continue to be
entitled to all benefits and benefit payment options under all of the employee
benefit programs, plans or arrangements of the Corporation described in Section
1.2(b) above as if he were still employed during such period under this
Agreement, and which have accrued as of the time of the termination of this
Agreement under the WGI 1996 Stock Plan, and

    


    (iii)           A
cash bonus in an amount determined as if the Corporation and the Executive had
exceeded the performance goals, if any, set forth by the Board for the Executive
to receive the maximum cash bonus for which the Executive is eligible under
Section 1.3 above for each of the uncompleted years remaining in the Employment
Period at the time of the termination of this Agreement which cash bonus shall
be payable as provided in Section 4.3(i) and 4.3(j) below.

    


    (b)           In
the event of an early termination of this Agreement because of the voluntary
resignation of the Executive or termination of the Executive’s employment for
cause, the Executive will receive his base salary through the date of such
voluntary resignation or termination of the
Executive’s employment for cause, the Executive shall receive no cash bonuses
under Section 1.3 above for any years remaining in the Employment Period which
have not ended as of the date of such voluntary resignation or termination of
the Executive’s employment for cause, and the Executive and his
dependents and beneficiaries will receive, subject to Sections 4.3(i) and 4.3(j)
below, such benefits as they may be entitled under the terms of the WGI 1996
Stock Plan and the employee benefit programs, plans and arrangements of the
Corporation described in Section 1.2(b) above which provide benefits upon
retirement, resignation or discharge for cause, as the case may be.

     

    
      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (c)           In
the event of an early termination of this Agreement because of the death of the
Executive, the Executive’s dependents, beneficiaries and estate, as the case may
be, will be entitled to and shall receive (i) the Executive’s base salary at the
rate specified in Section 1.2(a) above through the date of the Executive’s
death, (ii) an amount in cash determined as if the Corporation and the Executive
had met or exceeded the performance goals, if any, set forth by the Board for
the Executive to receive the maximum cash bonus for which the Executive is
eligible under Section 1.3 above for the year in which the Executive’s death
occurs payable within two and one-half months after the date of the Executive’s
death, but no other amounts in respect of the potential cash bonuses established
by the Board, and (iii) such survivor and other benefits, including but not
limited to health care continuation benefits, as they may be entitled under the
terms of the employee benefit programs, plans and arrangements described in
Section 1.2(b) above which provide benefits upon the death of the Executive and
under the WGI 1996 Stock Plan.

    


    (d)           In
the event of an early termination of this Agreement because of the total
disability of the Executive, the Executive, and his dependents, beneficiaries
and estate, as the case may be, will be entitled to and shall receive (i) the
Executive’s base salary at the rate specified in Section 1.2(a) above through
the date of the Executive’s termination of employment with the Corporation, (ii)
an amount in cash determined as if the Corporation and the Executive had met or
exceeded the performance goals, if any, set forth by the Board for the Executive
to receive the maximum cash bonus for which the Executive is eligible under
Section 1.3 above for the year in which the Executive’s termination of
employment with the Corporation occurs payable within two and one-half months
after the date of the Executive’s termination of employment, but no other
amounts in respect of the potential cash bonuses established by the Board, and
(iii) subject to Sections 4.3(i) and 4.3(j) below, such benefits, including but
not limited to health care continuation benefits, as they may be entitled under
the terms of the employee benefit programs, plans and arrangements described in
Section 1.2(b) above which provide benefits upon total disability of the
Executive and under the WGI 1996 Stock Plan.

    


    (e)           The
early termination of this Agreement as described in Section 4.2 above shall not
preclude the Executive’s participation in such benefits as may be available to
him under the Severance Plan, if any; provided, however, the value of any
compensation and/or benefits payable under the Severance Plan shall not be
duplicative of amounts paid under this Agreement, and such amounts payable under
the Severance Plan shall be offset against the value of any compensation or
benefits payable to the Executive under this Agreement, and vice
versa.

    


    (f)           The
Executive shall not be required to mitigate the amount of any payment provided
for in this Section 4.3 by seeking employment or otherwise, nor shall the amount
of any payment provided for in this Section 4.3 be reduced by any compensation
or remuneration earned by the Executive as the result of employment with another
employer, or self-employment, or as a partner, after the date of termination or
otherwise.

     

    
      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (g)           Although
Executive shall be entitled to all rights which have accrued under the WGI 1996
Stock Plan and any outstanding awards granted to him thereunder as of the time
of the termination of this Agreement, Executive shall not be entitled to any
additional restricted stock shares and/or stock option awards that have not yet
been awarded pursuant to Section 1.4 and/or Section 1.5 above at the time of the
termination of this Agreement.

    


    (h)           Each
payment to the Executive of an amount following his termination shall constitute
a "separate payment" for purposes of Section 409A of the Code.

    


    (i)           Any
payments to be made under this Agreement to the Executive upon his termination
of employment with the Corporation, and the timing of such payments, shall be
made only at such time the Executive shall have realized a "separation from
service" (as such term is defined in Treasury Regulations prescribed under
Section 409A of the Code) with the Corporation and all entities which would be
included with the Corporation as the "service recipient" under the definition of
such term in such Treasury Regulations.

    


    (j)           All
amounts or benefits payable to the Executive hereunder following his termination
that are payable more than two and one-half months and less than six months
following such termination shall be paid on the day that is six months and one
day following the date of his termination and all other amounts or benefits
payable to the Executive hereunder following his termination shall be paid on
the regular payroll payment dates of the Corporation for payment of such amounts
or benefits.

    


    4.4           DEFINITIONS.  The
following words shall have the specified meanings when used in the Sections
specified:

    


    (a)           In
Sections 4.2 and 4.3 above, the term “termination” means a "separation from
service", as such term is defined in Treasury Regulations prescribed under
Section 409A of the Code, and, for purposes of Sections 4.2(a) and 4.3(a) above,
a termination of the Executive's employment with the Corporation (i) by the
Corporation for any reason other than death or total disability of the
Executive, or for cause, or (ii) by resignation of the Executive due to a
significant change in the nature or scope of his authorities or duties from
those contemplated in Section 1.1 above, a reduction in total compensation from
that provided in Section 1.2 above, or the material breach by the Corporation of
any other provision of this Agreement (such as a material diminution in
compensation, a material diminution in authority, duties, or responsibilities, a
material diminution in the authority, duties, or responsibilities of the person
to whom the Executive reports, a material diminution in the budget over which
the service provider retains authority, or a material change in the geographic
location at which the Executive must perform services)  (x) without
the Executive's consent, (y) if such event is described in section
1.409A-1(n)(2)(A) of the Treasury Regulations and (z) the notice requirements of
Treasury Regulation section 1.409A-1(n)(2)(C) are satisfied (a "constructive
discharge").

    
       

      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (b)           In
Sections 4.2(b), 4.3(a) and 4.3(b) above, the term “cause” means substantial
non-performance of his job responsibilities after the Executive has been
provided written notice of such nonperformance and a reasonable time period, not
to exceed three months, has passed without substantial correction of such
nonperformance, or the Executive engaging in conduct such that a reasonable
person would view the same as compromising the moral and/or ethical principles
of the Corporation, the Executive's conviction for a felony, proven or admitted
fraud, misappropriation, theft or embezzlement by the Executive, the Executive's
inebriation or use of illegal drugs in the course of, related to or connected
with the business of the Company or any of its subsidiaries, or the Executive's
engaging in misconduct that is materially injurious to the Company or any of its
subsidiaries, monetarily or otherwise, or the breach by the Executive of his
obligations under Sections 2.1 and 2.2 above, or, at the discretion of the
Board, the Executive's indictment for a crime in connection with his services
before the date of this Agreement as an employee for any employer.

    


    (c)           In
Sections 4.2(d) and 4.3(d) above, the term “total disability” ” means a physical
or mental condition which (i) causes the Executive to be unable to perform
substantially all of the duties of his position hereunder for a period of six
(6) months or more as determined by the WGI’s Board of Directors and (ii)
constitutes a "separation from service", as such term is defined in Treasury
Regulations prescribed under Section 409A of the Code.

    


    ARTICLE
V

    NOTICES

    


    5.1           NOTICES.  Any
notices requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and if sent by registered or
certified mail to the Executive at the last address he has filed in writing with
the Corporation or, in the case of the Corporation, at its principal
offices.


     

    ARTICLE
VI

    MISCELLANEOUS

    


    6.1           ENTIRE
AGREEMENT.  This Agreement constitutes the entire understanding
of the Executive and the Corporation with respect to the subject matter hereof
and supersedes any and all prior understandings on the subjects contained
herein, written or oral, and all amendments thereto, save and except for the
continuing applicability and participation of the Executive in the Severance
Plan and the employee benefit plans and arrangements described in Section 1.2(b)
above, and the applicability of the terms and provisions of the WGI 1996 Stock
Plan, and the Restricted Stock Award Agreements and Stock Option Agreements
related to the award of restricted stock shares and grant of stock options,
respectively, to the Executive; provided, however, this Agreement shall not
diminish or otherwise alter the inherent power and authority of the Board to
amend, terminate, or otherwise later modify the Severance Plan and/or other
employee benefit plans or arrangements available to any employee or group of
employees as described in this Section 6.1.

     

    
      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    6.2           MODIFICATION.  Except
as provided in the following two sentences, this Agreement shall not be varied,
altered, modified, canceled, changed, or in any way amended, nor any provision
hereof waived, except by mutual agreement of the parties in a written instrument
executed by the parties hereto or their legal
representatives.  Nothing in this Agreement shall affect the
Corporation’s and its affiliates’ rights to amend or terminate any of their
employee benefit plans, as permitted under applicable law and the respective
terms of such plans.  The parties agree to further amend this
Agreement in the event that an amendment is necessary or desirable to address
the requirements of Section 409A of the Code.

     

    6.3           SEVERABILITY.  In
the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect,
provided, that if the unenforceability of any provision is because of the
breadth of its scope, the duration of such provision or the geographical area
covered thereby, the parties agree that such provision shall be amended, as
determined by the court, so as to reduce the breadth of the scope or the
duration and/or geographical area of such provision such that, in its reduced
form, said provision shall then be enforceable.

    


    6.4           GOVERNING
LAW.  The provisions of this Agreement shall be construed and
enforced in accordance with the laws of the State of Texas, without regard to
any otherwise applicable principles of conflicts of laws.

    


    6.5           ECONOMIC
BENEFIT. The Executive will be compensated for any change made to
conform the Employment Agreement to this Agreement  and the
requirements of Section 409A of the Code if such change ultimately results in
the diminution of the net economic benefit realized by the Executive under this
Agreement, to the extent not contrary to law .

    


    IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
date first above written.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            WILLBROS
      USA, INC.

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ Dennis G. Berryhill

                          
	 
      	
                            Name:    Dennis
      G. Berryhill

                          
	 
      	
                            Its:        
       Vice President and Secretary

                          
	 
      	 
      
	 
      	
                            EXECUTIVE

                          
	 
      	 
      
	 
      	
                            /s/ John T. Dalton

                          
	 
      	
                            John
      T.
Dalton

                          


                  

                

              

            

          

        

      

    

     

    
      
        Amended
& Restated Employment Agreement

        Between
Willbros USA, Inc. and John T. Dalton

        Dated
December 31, 2008

      

    

    
      
        
           


        

        
          10