SECOND AMENDMENT TO GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE PLAN

Exhibit 10.3

SECOND AMENDMENT
TO
GLOBAL INDUSTRIES, LTD.
2005 STOCK INCENTIVE PLAN

     The Global Industries, Ltd. 2005 Stock Incentive Plan (the “Plan”) is hereby amended as follows (terms not otherwise defined herein have the meaning ascribed to them in the Plan), effective as of August 5, 2009:

     1. Subsection (h)(ix)(A) of Section 6 of the Plan shall be amended to read as follows:

     “(A) any Person (which for purposes of this Section 6(h)(ix) shall include any “group” within the meaning of Section 13(d)(3) under the Exchange Act) except an underwriter or group of underwriters in connection with a public offering of the Common Stock, is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company (such Person being referred to a