Chicago Bridge & Iron 1997 Long-Term Incentive Plan Agreement and Acknowledgment of Performance Share Grant

Exhibit 10.1(b)

Chicago Bridge & Iron 1997 Long-Term Incentive Plan
Agreement and Acknowledgment of Performance Share Grant

     This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the Chicago Bridge & Iron 1997 Long-Term Incentive Plan (the “Plan”) states the terms of, and your rights concerning, Performance Shares hereby awarded to you pursuant to the Plan.

     The attached copy of the Plan as amended (which is incorporated in this Agreement by this reference) describes your rights and the conditions and limitations affecting those rights. Together, the Plan and this Agreement state all of the rights and obligations of the parties concerning this Performance Share Award. If there is any inconsistency between this Agreement and the Plan, the Plan shall govern. Unless defined otherwise, all capitalized terms used in this Agreement shall have the same meaning as used in the Plan.

Overview of Your Performance Shares

          (a) The number of target Shares for you for each Performance Period will be one-third of the number of Performance Shares specified in item 1. You will be awarded that number of Shares at the end of each Performance Period if EPS in that Performance Period equals target EPS.

          (b) If EPS in a Performance Period exceeds or falls short of target EPS, you will be awarded a number of Shares at the end of that Performance Period determined under the following table by applying the “payout percentage” determined by Performance Period EPS to your target shares for such Performance Period, with the “payout percentage” for EPS between table amounts determined by linear interpolation.

          (c) No Shares will be issued for any Performance Period if the EPS for that year is less than ___% of target EPS as noted for each year. A maximum of ___% of the number of target shares will be issued for any Performance Period if the EPS for that year is equal to or greater than ___% of target EPS as noted for each year.

Shares earned based on EPS performance and not otherwise forfeited as provided below upon termination of employment are 100% vested as of the end of the applicable Performance Period.

Other Terms and Conditions

      1. Termination of Employment.

          If your employment with the Company or any of its Subsidiaries or affiliated companies terminates during the Performance Period, your Performance Shares which are not then vested shall be forfeited as of the date of your termination of employment. Notwithstanding the foregoing, if that termination of employment is a result of death, Retirement (as defined below), Disability or dismissal for the convenience of the Company (other than involuntary termination of employment for willful misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) during a Performance Period in which the Performance Shares are earned based on EPS for that Performance Period, then such earned Performance Shares shall be awarded and vest as of the end of that Performance Period upon the certification by the Committee that Performance Shares are earned.

          For purposes of this Agreement, “Retirement” shall mean a termination of employment that is a “Retirement” as defined in the Plan but only if such termination of employment also is (i) not the result of an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, (ii) not to enable your taking employment with a company engaged in the engineering or design, materials procurement, fabrication, erection, repair, or modification of steel tanks or other steel plate structures and associated systems unless such employment has the prior written approval of the Committee, and (iii) upon advance written notice to the Committee and agreement on such terms and conditions which the Committee in its sole discretion deems appropriate to achieve a smooth transition of duties.

      2. Manner of Payment

          Performance Shares will be issued to you as soon as practicable after the Committee has certified the number of Performance Shares earned for the Performance Period.

      3. Dividends and Voting

          If Performance Shares are earned as of the end of a Performance Period and:

          (a) cash dividends are paid on such Shares after the end of the Performance Period but before the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will pay you at the time the Performance Shares are issued (or cash in lieu of Shares is paid) an amount equal to such cash dividends;

          (b) dividends in Shares are paid on such Shares after the end of the Performance Period but before the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will issue you at the time the Performance Shares are issued (or cash in lieu of Shares is paid) additional Shares (or cash equal to the Fair Market Value of Shares as of the date immediately preceding the date of distribution) representing such dividends.

No Shares or cash amount will be issued or paid in respect of dividends paid during or before the Performance Period in which the Performance Shares are earned. Shares may not be voted unless and until actually issued to you following the applicable Performance Period.

      4. Share Restrictions

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