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                                                                    Exhibit 10.3

                              CHICAGO BRIDGE & IRON
                          1997 LONG-TERM INCENTIVE PLAN

                          CHICAGO BRIDGE & IRON COMPANY
                      (ADOPTED JANUARY 17, 1997, AS AMENDED
                               THROUGH MAY 1, 2002

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                                TABLE OF CONTENTS

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ARTICLE 1. - CHICAGO BRIDGE & 1997 IRON LONG-TERM INCENTIVE PLAN................     1
   1.1.  ESTABLISHMENT OF THE PLAN..............................................     1
   1.2.  OBJECTIONS OF THE PLAN.................................................     1
   1.3.  DURATION OF THE PLAN...................................................     1

ARTICLE 2. - DEFINITIONS........................................................     1
   2.1.  "AFFILIATE"............................................................     1
   2.2.  "AWARD"................................................................     1
   2.3.  "AWARD AGREEMENT"......................................................     1
   2.4.  "BENEFICIAL OWNER" OR "BENEFICIAL OWNERSHIP"...........................     1
   2.5.  "BOARD" OR "BOARD OF DIRECTORS"........................................     1
   2.6.  "CB&I".................................................................     2
   2.7.  "CHANGE IN CONTROL"....................................................     2
   2.8.  "CODE".................................................................     2
   2.9.  "COMMITTEE"............................................................     2
   2.10.    "COMPANY"...........................................................     2
   2.11.    "DIRECTOR"..........................................................     2
   2.12.    "DISABILITY"........................................................     2
   2.13.    "EFFECTIVE DATE"....................................................     3
   2.14.    "EMPLOYEE"..........................................................     3
   2.15.    "EXCHANGE ACT"......................................................     3
   2.16.    "FAIR MARKET VALUE".................................................     3
   2.17.    "FISCAL YEAR".......................................................     3
   2.18.    "INCENTIVE STOCK OPTION" OR "ISO"...................................     3
   2.19.    "INSIDER"...........................................................     3
   2.20.    "NAMED EXECUTIVE OFFICER"...........................................     3
   2.21.    "NONEMPLOYEE DIRECTOR"..............................................     3
   2.22.    "NONQUALIFIED STOCK OPTION"  OR "NQSO"..............................     3
   2.23.    "OPTION"............................................................     3
   2.24.    "OPTION PRICE"......................................................     3
   2.25.    "OPTIONEE"..........................................................     3
   2.26.    "PARTICIPANT".......................................................     3
   2.27.    "PERFORMANCE-BASED EXCEPTION".......................................     4
   2.28.    "PERFORMANCE SHARE".................................................     4
   2.29.    "PERFORMANCE UNIT"..................................................     4
   2.30.    "PERIOD OF RESTRICTION".............................................     4
   2.31.    "PERSON"............................................................     4
   2.32.    "RESTRICTED STOCK"..................................................     4
   2.33.    "RESTRICTED STOCK SHARES"...........................................     4
   2.34.    "RESTRICTED STOCK UNITS"............................................     4
   2.35.    "RETIREMENT"........................................................     4
   2.36.    "SHARES"............................................................     4
   2.37.    "SUBSIDIARY"........................................................     4
   2.38.    "SUPERVISORY BOARD".................................................     5
   2.39.    "VESTING DATE"......................................................     5

ARTICLE 3. - ADMINISTRATION.....................................................     5
   3.1.  THE COMMITTEE..........................................................     5
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   3.2.  AUTHORITY OF THE COMMITTEE.............................................     5
   3.3.  DECISIONS BINDING......................................................     5

ARTICLE 4. - SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS......................     5
   4.1.  NUMBER OF SHARES AVAILABLE FOR GRANTS..................................     5
   4.2.  ADJUSTMENTS IN AUTHORIZED SHARES.......................................     6
   4.3.  FRACTIONAL SHARES......................................................     6

ARTICLE 5. - ELIGIBILITY AND PARTICIPATION......................................     6
   5.1.  ELIGIBILITY............................................................     6
   5.2.  ACTUAL PARTICIPATION...................................................     6

ARTICLE 6. - STOCK OPTIONS......................................................     7
   6.1.  GRANT OF OPTIONS.......................................................     7
   6.2.  AWARD AGREEMENT........................................................     7
   6.3.  OPTION PRICE...........................................................     7
   6.4.  DURATION OF OPTIONS....................................................     7
   6.5.  EXERCISE OF OPTIONS....................................................     7
   6.6.  PAYMENT................................................................     7
   6.7.  RESTRICTIONS ON SHARE TRANSFERABILITY..................................     8
   6.8.  TERMINATION OF EMPLOYMENT..............................................     8
   6.9.  NONTRANSFERABILITY OF OPTIONS..........................................     8

ARTICLE 7. - RESTRICTED STOCK...................................................     8
   7.1.  GRANT OF RESTRICTED STOCK..............................................     8
   7.2.  RESTRICTED STOCK AGREEMENT.............................................     8
   7.3.  TRANSFERABILITY........................................................     9
   7.4.  OTHER RESTRICTIONS.....................................................     9
   7.5.  VOTING RIGHTS..........................................................     9
   7.6.  DIVIDEND AND OTHER DISTRIBUTIONS.......................................     9
   7.7.  TERMINATION OF EMPLOYMENT..............................................    10
   7.8.  RIGHTS PERSONAL TO PARTICIPANT.........................................    10

ARTICLE 8. - PERFORMANCE UNITS AND PERFORMANCE SHARES...........................    10
   8.1.  GRANT OF PERFORMANCE UNITS/SHARES......................................    10
   8.2.  VALUE OF PERFORMANCE UNITS/SHARES......................................    10
   8.3.  EARNING OF PERFORMANCE UNITS/SHARES....................................    10
   8.4.  FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.................    11
   8.5.  TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT......    11
   8.6.  TERMINATION OF EMPLOYMENT FOR OTHER REASONS............................    11
   8.7.  NONTRANSFERABILITY.....................................................    11

ARTICLE 9. - PERFORMANCE MEASURES...............................................    12

ARTICLE 10. - BENEFICIARY DESIGNATION...........................................    12

ARTICLE 11. - DEFERRALS.........................................................    12

ARTICLE 12. - RIGHTS OF EMPLOYEES...............................................    13
   12.1.    EMPLOYMENT..........................................................    13
   12.2.    PARTICIPATION.......................................................    13
</TABLE>

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ARTICLE 13. - CHANGE IN CONTROL.................................................    13
   13.1. TREATMENT OF OUTSTANDING AWARDS........................................    13
   13.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
         PROVISIONS.............................................................    13

ARTICLE 14. - AMENDMENT, MODIFICATION, AND TERMINATION..........................    13
   14.1. AMENDMENT, MODIFICATION, AND TERMINATION...............................    13
   14.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
         NONRECURRING EVENTS....................................................    14
   14.3. AWARDS PREVIOUSLY GRANTED..............................................    14
   14.4. COMPLIANCE WITH CODE SECTION 162(M)....................................    14

ARTICLE 15. - WITHHOLDING.......................................................    14
   15.1. TAX WITHHOLDING........................................................    14
   15.2. SHARE WITHHOLDING......................................................    14

ARTICLE 16. - INDEMNIFICATION...................................................    15

ARTICLE 17. - SUCCESSORS........................................................    15

ARTICLE 18. - LEGAL CONSTRUCTION................................................    15
   18.1. GENDER AND NUMBER......................................................    15
   18.2. SEVERABILITY...........................................................    15
   18.3. REQUIREMENTS OF LAW....................................................    15
   18.4. SECURITIES LAW COMPLIANCE..............................................    15
   18.5. GOVERNING LAW..........................................................    15
</TABLE>

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ARTICLE 1. - CHICAGO BRIDGE & IRON LONG-TERM INCENTIVE PLAN

      1.1. ESTABLISHMENT OF THE PLAN. Chicago Bridge & Iron Company, a Delaware
corporation, a wholly owned subsidiary of Chicago Bridge & Iron Company N.V., a
Dutch corporation, hereby establishes an incentive compensation plan to be known
as the "Chicago Bridge & Iron 1997 Long-Term Incentive Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Performance Shares and Performance Units.

      The Plan shall become effective as of the consummation of the initial
public offering of Chicago Bridge & Iron Company N.V. (the "Effective Date") and
shall remain in effect as provided in Section 1.3 hereof.

      1.2. OBJECTIONS OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of CB&I, the Company and their respective
Subsidiaries, through incentives which are consistent with CB&I's goals and
which link the personal interests of Participants to those of the Company's
stockholders; to provide Participants with an incentive for excellence in
individual performance; and to promote teamwork among Participants.

      The Plan is further intended to provide flexibility to CB&I in its ability
to motivate, attract, and retain the services of Participants who make
significant contributions to CB&I's success and to allow Participants to share
in the success of CB&I.

      1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 14 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions.

ARTICLE 2. - DEFINITIONS

      Whenever and wherever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the initial letter
of the word shall be capitalized:

      2.1. "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations of the Exchange Act.

      2.2. "AWARD" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Performance Shares or Performance Units.

      2.3. "AWARD AGREEMENT" means an agreement entered into by CB&I and each
Participant setting forth the terms and provisions applicable to Awards granted
under this Plan.

      2.4. "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

      2.5. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of CB&I.

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      2.6. "CB&I" means Chicago Bridge & Iron Company, a Delaware corporation
and the sponsor of the Plan.

      2.7. "CHANGE IN CONTROL" unless otherwise defined in the Award Agreement
or other written agreement between the Participant and the Company (or CB&I or
the Committee) will be deemed to have occurred:

            (a) Any Person, other than the Company, any Subsidiary or any
      employee benefit plan (or related trust) of the Company or any such
      Subsidiary, becomes the Beneficial Owner of twenty-five percent (25%) or
      more of the total voting power of the Company's outstanding securities;

            (b) During any period of two years or less, individuals who at the
      beginning of such period constituted the Supervisory Board of the Company
      cease for any reason to constitute at least a majority thereof; provided
      that any new member of the Supervisory Board who is nominated for election
      to the Supervisory Board with the approval of at least 75% of the other
      members then still in office who were members at the beginning of the
      period shall be considered for purposes of this paragraph (b) as having
      been a member at the beginning of such period; or

            (c) Upon the consummation of (i) any merger or other business
      combination of the Company with or into another corporation pursuant to
      which the persons who were the shareholders of the Company immediately
      before such consummation do not own, immediately after such consummation,
      more than 70% of the voting power and the value of the stock of the
      surviving corporation in substantially the same proportions as their
      ownership of the common stock of the Company immediately prior to such
      consummation, or (ii) the sale, exchange or other disposition of all or
      substantially all the consolidated assets of the Company.

      2.8. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

      2.9. "COMMITTEE" means the Committee appointed by the Board to administer
the Plan as provided in Article 3 herein or, to the extent it functions as the
Committee as provided in Article 3 herein, the Organization and Compensation
Committee of the Supervisory Board.

      2.10. "COMPANY" means Chicago Bridge & Iron Company N.V., a Netherlands
corporation, including, as may be applicable to the context, any and all
Subsidiaries and Affiliates, and any successor thereto.

      2.11. "DIRECTOR" means any individual who is a member of the Board of
Directors of CB&I or any Subsidiary of Affiliate.

      2.12. "DISABILITY" shall mean a mental or physical condition of a
Participant which the Committee, on the basis of information satisfactory to it,
finds to be a permanent condition which renders such member unfit to perform the
duties of an Employee, as such duties shall be determined by the Committee. Any
determination of whether any condition of a Participant constitutes Disability
shall be made under rules uniformly applied to all Participants.

                                       2
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      2.13. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

      2.14. "EMPLOYEE" means any employee of CB&I or the Company or their
respective Subsidiaries and Affiliates. Directors who are not employed by any of
the foregoing shall not be considered Employees under this Plan.

      2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

      2.16. "FAIR MARKET VALUE" shall be determined on the basis of the closing
sale price on the principal securities exchange on which the Shares are traded
or, if there is no such sale on the relevant date, then on the last previous day
on which a sale was reported.

      2.17. "FISCAL YEAR" means the fiscal year of CB&I.

      2.18. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.

      2.19. "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

      2.20. "NAMED EXECUTIVE OFFICER" means a Participant who, as of the last
date of the taxable year of CB&I, is one of the group of "covered employees," as
defined in the regulations promulgated under Code Section 162(m), or any
successor statute.

      2.21. "NONEMPLOYEE DIRECTOR" means an individual who is a member of the
Supervisory Board but who is not an Employee.

      2.22. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

      2.23. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.

      2.24. "OPTION PRICE" means the price at which a Share may be purchased by
a Participant pursuant to an Option.

      2.25. "OPTIONEE" means the Participant or, if the Participant has died,
his or her Beneficiary or other person determined under Section 6.9, entitled to
exercise any Option.

      2.26. "PARTICIPANT" means an Employee, Nonemployee Director or nonemployee
consultant to the Company who has outstanding an Award.

                                       3
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      2.27. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

      2.28. "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 8 herein.

      2.29. "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 8 herein.

      2.30. "PERIOD OF RESTRICTION" means the period during which the transfer
of Shares or Units of Restricted Stock is limited in some way (based on the
passage of time, the achievement of performance goals, or upon the occurrence of
other events, as determined by the Committee, at its discretion), and the Shares
are subject to a substantial risk of forfeiture, as provided in Article 7
herein.

      2.31. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.

      2.32. "RESTRICTED STOCK" means an Award of Restricted Stock Shares or
Restricted Stock Units granted to a Participant pursuant to Article 7 herein.

      2.33. "RESTRICTED STOCK SHARES" means an Award of Restricted Stock in the
form of Shares which are issued and awarded to Participants subject to a
substantial risk of forfeiture and restrictions on such Shares during the Period
of Restriction as provided in Article 7 herein.

      2.34. "RESTRICTED STOCK UNITS" means an Award of bookkeeping units each
representing the right of a Participant to be issued and to receive a Share upon
lapse of risks of forfeiture and restrictions on such Units during the Period of
Restriction as provided in Article 7 herein, or at such later time as shall be
determined by the Committee in its discretion upon grant of the Award or, with
the consent of the Participant, after grant of the Award.

      2.35. "RETIREMENT" means (i) a termination of employment after age 55 and
at least a 10 year period of employment by CB&I or the Company or their
respective present or former Subsidiaries or Affiliates, or a 30-year period of
such employment, or age 65, or (ii) solely in the case of an individual who
terminates service as a Nonemployee Director or service as a nonemployee
consultant to the Company, such termination following the term of a Nonemployee
Director or a resignation required by age limitation, or the expiration of the
term of a consulting agreement; provided, however, that the Committee as part of
an Award Agreement or otherwise may provide that for purposes of this Section a
Participant may be credited with such additional years of age and employment as
the Committee in its sole discretion shall determine is appropriate, and may
provide such additional or different conditions for Retirement as the Committee
in its sole discretion shall determine is appropriate.

      2.36. "SHARES" means the publicly-traded shares of common stock of the
Company.

      2.37. "SUBSIDIARY" means any corporation in which CB&I or the Company owns
directly, or indirectly through subsidiaries, at least fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to,

                                       4
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partnerships and joint ventures) in which CB&I or the Company owns at least
fifty percent (50%) of the combined equity thereof.

      2.38. "SUPERVISORY BOARD" means the Supervisory Board of Chicago Bridge &
Iron Company N.V.

      2.39. "VESTING DATE" means with respect to Restricted Stock the date (if
any) on which the risks of forfeiture and restrictions on such Restricted Stock
during the Period of Restriction have terminated (by their terms or by other
action of the Committee consistent with this Plan) and all other conditions or
restrictions applicable to such Restricted Stock have been satisfied.

ARTICLE 3. - ADMINISTRATION

      3.1. THE COMMITTEE. The Plan shall be administered by a Committee, the
members of which shall be appointed from time to time by, and shall serve at the
discretion of, the Board; provided, however, that (i) with respect to grants and
Awards made or to be made to or held by any member of such Committee, the Plan
shall be administered by the Organization and Compensation Committee of the
Supervisory Board; and (ii) the Organization and Compensation Committee of the
Supervisory Board may in its sole discretion exercise directly any power, right,
duty or function of the Committee including but not limited to the making or
amending of an Award to any Employee, Nonemployee Director or nonemployee
consultant to the Company.

      3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of CB&I, and subject to the provisions
herein, the Committee shall have full power to select Employees, Nonemployee
Directors and nonemployee consultants to the Company who shall participate in
the Plan; determine the sizes and types of Awards; determine the terms and
conditions of Awards in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into under the Plan
as they apply to Employees; establish, amend, or waive rules and regulations for
the Plan administration as they apply to Employees; and (subject to the
provisions of Article 14 herein) amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan. Further, the Committee
shall make all other determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the Committee may delegate its
authority as specified herein.

      3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the a plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including CB&I, the Company, their respective stockholders, Directors, members
of the Supervisory Board, Employees, Participants, and their estates and
beneficiaries.

ARTICLE 4. - SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

      4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the

                                       5
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Plan is 1,251,755(1). The maximum aggregate number of Shares with respect to
which Awards may be granted in any fiscal year to any Participant in the form of
Stock Options is 250,000(2). The maximum aggregate number of Shares with respect
to which Awards may be granted in the form of Restricted Stock Shares,
Restricted Stock Units, Performance Shares and Performance Units combined in any
fiscal year to any Participant is 125,000(3). Shares awarded or to be awarded as
Restricted Stock or other Awards may be held during the period of restriction or
prior to transfer to the Participant in the trust of the kind commonly known as
a rabbi trust.

      4.2. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under
Section 4.1, in the number and a class of and/or price of Shares subject to
outstanding Awards granted under the Plan, and in the Award limits set forth in
Section 4.1, as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of Shares subject to any Award shall always
be a whole number.

      4.3. FRACTIONAL SHARES. No fractional Shares shall be issued to
Participants under the Plan. If for any reason an Award or adjustment thereto
would otherwise result in the issuance of a fractional Share, the Company shall
pay the Participant in cash the Fair Market Value (determined as of the date
immediately preceding the date of distribution) of such fractional Share.

ARTICLE 5. - ELIGIBILITY AND PARTICIPATION

      5.1. ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees, including Employees who are members of the Board, Nonemployee
Directors, and nonemployee consultants performing services for the Company.

      5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible individuals those to
whom Awards shall be granted and shall determine the nature and amount of each
Award.

---------------
(1) Equivalent to 2,503,510 shares following the stock split effective as of the
close of business on February 3, 2003.

(2) Equivalent to 500,000 shares following the stock split effective as of the
close of business on February 3, 2003.

(3) Equivalent to 250,000 shares following the stock split effective as of the
close of business on February 3, 2003.

                                       6
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ARTICLE 6. - STOCK OPTIONS.

      6.1. GRANT OF OPTIONS Subject to the terms and provisions of the Plan, the
Committee may grant Options to Participants in such number, and upon such terms,
and at any time and from time to time, as the Committee in its discretion may
determine; provided, however, that no Option intended to an ISO may be granted
to a Nonemployee Director or nonemployee consultant to the Company. The date the
option is granted shall be the day on which the Committee acts to award a
specific number of shares to a Participant, and shall be specified in each Award
Agreement.

      6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 4.22, or an
NQSO whose grant is intended not to fall under the provisions of code Section
422.

      6.3. OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted. Notwithstanding the
foregoing, however, the Option Price of any Options granted coincident with and
effective as of the Effective Date shall be equal to the offering price of a
Share in the initial public offering of the Company, regardless of whether the
Fair Market Value of a Share, as otherwise defined in this Plan, is greater or
less than such price.

      6.4. DURATION OF OPTIONS. Each Option granted shall expire at such time as
the Committee shall determine at the time of grant; provided, however, that if
the Award Agreement does not otherwise specify the expiration date, the Option
shall expire on the tenth (10th) anniversary date of its grant.

      6.5. EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

      6.6. PAYMENT. If the Award Agreement does not otherwise specify the manner
of exercise, Options granted under this Article 6 shall be exercised by the
delivery of a written notice of exercise to CB&I, completed by the Optionee and
delivered during regular business hours to the office of the Secretary of CB&I,
or sent by certified mail to the Secretary of CB&I, accompanied by a negotiable
check or other cash equivalent in full payment for the Shares. A copy of such
notice of exercise shall also be delivered by the Optionee to the office of the
Secretary of the Company.

      In the discretion of the Committee and as set forth in the Award
Agreement, the Option Price upon exercise of any Option may also be payable to
CB&I in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price, or (c) by a combination of (a) and
(b).

                                       7
<PAGE>

      The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee determines to be consistent with the
Plan's purpose and applicable law.

      Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, CB&I shall
deliver, or have delivered, to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).

      6.7. RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

      6.8. TERMINATION OF EMPLOYMENT. Each Participant's Option Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's employment as an
Employee or service as a Director or service as a nonemployee consultant to the
Company. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for termination of
employment.

      6.9. NONTRANSFERABILITY OF OPTIONS.

            (a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be
      sold, transferred, pledged, assigned, or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and
      distribution. Further, all ISOs granted to a Participant under the Plan
      shall be exercisable during his or her lifetime only by such Participant
      or by designation of a Beneficiary in accordance with Article 10.

            (b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
      Participant's Award Agreement, no NQSO granted under this Article 6 may be
      sold, transferred, pledged, assigned or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and
      distribution. further, except as otherwise provided in a Participant's
      Award Agreement, all NQSOs granted to a Participant under this Article 6
      shall be exercisable during his or her lifetime only by such Participant
      or by designation of a Beneficiary in accordance with Article 10.

ARTICLE 7. - RESTRICTED STOCK.

      7.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Awards of
Restricted Stock Shares or Restricted Stock Units to Participants in such
amounts as the Committee shall determine.

      7.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify whether the
grant is an Award of

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<PAGE>

Restricted Stock Shares or Restricted Stock Units, the Period(s) of Restriction,
the number of Shares or Units of Restricted Stock granted, and such other
provisions as the Committee shall determine.

      7.3. TRANSFERABILITY. Except as otherwise provided in this Article 7, the
Shares or Units of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. Except as otherwise provided in this
Article 7, Restricted Stock Shares shall become freely transferable by the
Participant upon the Vesting Date, and Shares issued in respect of Restricted
Stock Units shall be freely transferable by the Participant upon issuance to the
Participant on or after the Vesting Date.

      7.4. OTHER RESTRICTIONS. The Committee may impose such other conditions
and/or restrictions on any Shares or Units of Restricted Stock granted pursuant
to the Plan as it may deem advisable, including, without limitation, a
requirement that Participants pay a stipulated purchase price at a stipulated
time for each Share or Unit of Restricted Stock, restrictions and conditions of
vesting or forfeiture based upon the achievement of specific performance goals
(Company-wide, divisional, and/or individual), time-based restrictions on
vesting following the attainment of the performance goals, and/or restrictions
under applicable Federal or state securities laws.

      If the Restricted Stock Award is made in Restricted Stock Shares, CB&I
shall retain the certificates representing Shares in CB&I's possession until the
Vesting Date. If the Restricted Stock Award is made in Restricted Stock Units,
no Shares shall be issued until the Vesting Date, but shares shall be issued in
respect of such Units as of or after the Vesting Date. In either case,
certificates for Shares shall be delivered to the Participant on or as soon as
practicable after the Vesting Date, or at such later time or times as shall be
determined by the Committee in its discretion upon grant of the Award or, with
the consent of the Participant, after grant of the Award.

      7.5. VOTING RIGHTS. Unless otherwise provided in the Award Agreement,
Participants awarded Restricted Stock Shares hereunder which have not been
forfeited may exercise full voting rights with respect to those Shares during
the Period of Restriction. No voting rights may be exercised in respect of
Restricted Stock Units (unless and until Shares are issued therefor on or after
the Vesting Date).

      7.6. DIVIDEND AND OTHER DISTRIBUTIONS. Unless otherwise provided in the
Award Agreement, if during the Period of Restriction prior to a Vesting Date or
forfeiture of Restricted Stock:

            (a) Cash dividends are paid on Shares, (i) the Company shall pay
      Participants holding Restricted Stock Shares the regular cash dividends
      paid with respect to the Shares; and (ii) the Company shall pay
      Participants holding Restricted Stock Units an amount equal to the cash
      dividends paid on an equivalent number of Shares;

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<PAGE>

            (b) Dividends in Shares are paid in Shares, (i) Participants holding
      Restricted Stock Shares shall be credited with such dividends as
      additional Restricted Stock Shares subject to the same restrictions as the
      underlying Shares; and (ii) Participants holding Restricted Stock Units
      shall be credited with additional Restricted Stock Units equivalent to
      such dividends, subject to the same restrictions as the underlying Units.

The Committee may in its discretion apply any restrictions to the dividends that
the Committee deems appropriate.

      7.7. TERMINATION OF EMPLOYMENT. Except as otherwise provided in the Award
Agreement, if the Participant's employment as an Employee or service as a
Director or nonemployee consultant to CB&I or the Company or their respective
Subsidiaries and Affiliates terminates for any reason during the Period of
Restriction, all Restricted Stock as to which the Period of Restriction has not
yet expired or as to which a Vesting Date has not otherwise occurred shall be
forfeited. The Committee in its discretion may set forth in the Award Agreement
the extent to which the Participant shall nevertheless have the right to receive
vested unrestricted Shares at or after termination of the Participant's
employment as an Employee or service as a Director or nonemployee consultant.
Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Shares or Units of Restricted Stock issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.

      7.8. RIGHTS PERSONAL TO PARTICIPANT. All rights prior to the Vesting Date
with respect to the Restricted Stock granted to a Participant under the Plan
shall be available during his or her lifetime only to such Participant, or in
the event of the Participant's death prior to the Vesting Date, to the
Beneficiary designated in accordance with Article 10.

ARTICLE 8. - PERFORMANCE UNITS AND PERFORMANCE SHARES

      8.1. GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan,
Performance Units and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee.

      8.2. VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant. The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participant. For purposes of this Article 8, the time period during which the
performance goals must be met shall be called a "Performance Period."

      8.3. EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved.

                                       10
<PAGE>

      8.4. FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of
earned Performance Units/Shares shall be made in a single lump sum, as soon as
practicable after the Committee has certified the number of Performance
Units/Shares earned for the Performance Period, or at such later time or times
as shall be determined by the Committee in its discretion upon grant of the
Award or, with the consent of the Participant, after grant of the Award. Subject
to the terms of this Plan and except as otherwise provided in an Award
Agreement, the Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value (as of the date immediately preceding
the date of distribution) equal to the value as of such date of the number of
earned Performance Units/Shares at the close of the applicable Performance
Period. Such Shares may be granted subject to any restrictions deemed
appropriate by the Committee.

      Unless otherwise provided in the Award Agreement, Participants shall be
entitled to receive any dividends paid with respect to Shares which have been
earned in connection with grants of Performance Units/Shares but not yet
distributed to Participants, such dividends to be subject to the same terms and
conditions as apply to dividends earned with respect to Restricted Stock, as set
forth in Section 7.6 herein.

      8.5. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
Unless determined otherwise by the Committee and set forth in the Participant's
Award Agreement, in the event the employment or service as a Director or
nonemployee consultant of a Participant is terminated by reason of death,
Disability, or Retirement during a Performance Period, the Participant shall
receive a payout of the Performance Units/Shares in a reduced amount prorated
according to the ratio of the length of Participant's employment or service in
the Performance Period to the length of the Performance Period, as specified by
the Committee in its discretion. Payment of earned Performance Units/Shares
shall be made at a time specified by the Committee in its sole discretion and
set forth in the Participant's Award Agreement. Notwithstanding the foregoing,
with respect to Named Executive Officers who retire during a Performance Period,
payments shall be made at the same time as payments are made to Participants who
did not terminate employment or service during the applicable Performance
Period.

      8.6. TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a
Participant's employment or service terminates for any reason other than those
reasons set forth in Section 8.5 herein, all Performance Units/Shares shall be
forfeited by the Participant to CB&I unless determined otherwise by the
Committee, as set forth in the Participant's Award Agreement.

      8.7. NONTRANSFERABILITY. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution or by designation of a Beneficiary in
accordance with Article 10. Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's legal representative.

                                       11
<PAGE>

ARTICLE 9. - PERFORMANCE MEASURES.

      Unless and until the Committee proposes for shareholder vote and
shareholders of the Company approve a change in the general performance measures
set forth in this Article 9, the attainment of which may determine the degree of
payout and/or vesting with respect to Awards to Named Executive Officers which
are designed to qualify for the Performance-Based Exception, the performance
measure(s) to be used for purposes of such grants shall be chosen from among net
income (either before or after taxes), share price, earnings per share,
operating income, return on assets, return on equity, return on capital or
investments, total shareholder return, or economic value added.

      The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the preestablished performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Named Executive Officers, may not be adjusted
upward (the Committee shall retain the discretion to adjust such Awards
downward).

      In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

ARTICLE 10. - BENEFICIARY DESIGNATION

      Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid, and to exercise any Stock Option
or succeed to the ownership of any Restricted Stock Performance Units/Shares or
other Award as provided in this Plan, in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

ARTICLE 11. - DEFERRALS

      The Committee may permit or require a Participant to defer such
Participant's receive of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option, the lapse or waiver of restrictions with respect to Restricted Stock, or
the satisfaction of any requirements or goals with respect to Performance
Units/Shares. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.

                                       12
<PAGE>

ARTICLE 12. - RIGHTS OF EMPLOYEES

      12.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of CB&I to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of CB&I.

      12.2. PARTICIPATION. No Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

ARTICLE 13. - CHANGE IN CONTROL

      13.1. TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges, or unless otherwise provided in an Award Agreement or
other written agreement between the Participant and the Company (or CB&I or the
Committee), then with respect to each Award outstanding on the date of the
Change in Control:

            (a) Any and all Options granted hereunder shall become immediately
      exercisable, and shall remain exercisable throughout their entire term;

            (b) Any restriction periods and restrictions imposed on Restricted
      Shares shall lapse;

            (c) The target payout opportunities attainable under all outstanding
      Awards of Restricted Stock, Performance Units and performance Shares shall
      be deemed to have been fully earned for the entire Performance Period(s)
      as of the effective date of the Change in Control. The vesting of all
      Awards denominated in Shares shall be accelerated as of the effective date
      of the Change in Control, and there shall be paid out in cash to
      Participants within 30 days following the effective date of the Change in
      Control a pro rata amount based upon an assumed achievement of all
      relevant performance goals and upon the length of time within the
      Performance Period which has elapsed prior to the Change in Control.

      13.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 13 may not be terminated,
amendment, or modified on or after the date of Change in Control to affect
adversely any Award theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's outstanding
Awards; provided, however, the Board of Directors, upon recommendation of the
Committee, may terminate, amend, or modify this Article 13 at any time and from
time to time prior to the date of a Change of Control.

ARTICLE 14. - AMENDMENT, MODIFICATION, AND TERMINATION

      14.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment which requires shareholder
approval in order for the Plan to

                                       13
<PAGE>

continue to comply with Rule 16b-3 under the Exchange Act, including any
successor to such Rule, shall be effective unless such amendment shall be
approved by the requisite vote of shareholders of the Company entitled to vote
thereon.

      14.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in there terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting CB&I or the Company, or the financial statements
of CB&I or the Company, or of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that
no such adjustment shall be authorized to the extent that such authority would
be inconsistent with the Plan's meeting the requirements of Section 162(m) of
the Code, as from time to time amended.

      14.3. AWARDS PREVIOUSLY GRANTED. The Committee may amend or modify any
outstanding Award Agreement in any manner consistent with this Plan for an
original Award Agreement, provided, however, that no amendment or modification
of an Award Agreement shall adversely affect in any material way the Award
previously granted under the Plan without the written consent of the Participant
holding such Award. No termination, amendment or modification of the Plan shall
adversely affect in any material way any Award previously granted under the Plan
without the written consent of the Participant holding such Award.

      14.4. COMPLIANCE WITH CODE SECTION 162(m). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not desired with respect to any
Award or Awards available for grant under the Plan, then compliance with Code
Section 162(m) will not be required. In addition, in the event that changes are
made to Code Section 162(m) to permit greater flexibility with respect to any
Award or Awards available under the Plan, the Committee may, subject to this
Article 14, make any adjustments it deems appropriate.

ARTICLE 15. - WITHHOLDING

      15.1. TAX WITHHOLDING. CB&I shall have the power and the right to deduct
or withhold, or require a Participant to remit to CB&I, an amount sufficient to
satisfy Federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this Plan.

      15.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having CB&I withhold Shares
having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the transaction. All such
elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the committee, in its
sole discretion, deems appropriate.

                                       14
<PAGE>

ARTICLE 16. - INDEMNIFICATION

      Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by CB&I against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim action, suit, or
proceeding to which he or she may be party or in which he or she may be involved
by reasons of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him or her in settlement thereof, with CB&I's
approval, or paid by him or her in satisfaction of any judgment of any such
action, suit, or proceeding against him or her, provided he or she shall give
CB&I an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Association, CB&I's Certificate of Incorporation or Bylaws, any
agreement, as a matter of law, or otherwise, or any power that CB&I may have to
indemnify them or hold them harmless.

ARTICLE 17. - SUCCESSORS

      All obligations of CB&I under the Plan with respect to Awards granted
hereunder shall be binding on any successor to CB&I, whether the existence of
such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of CB&I.

ARTICLE 18. - LEGAL CONSTRUCTION

      18.1. GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular shall include the plural.

      18.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      18.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      18.4. SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. The extent any provision of the Plan
or action by the Committee files to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

      18.5. GOVERNING LAW. To the extent not preempted by federal law, the Plan
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of Illinois, without regard to its rules or provisions
of law regarding conflict of laws.

                                       15
<PAGE>

                                   CERTIFICATE

      ________________________ certifies that __he is the duly appointed and
acting ____ Secretary of Chicago Bridge & Iron Company, a Delaware Corporation,
and that the foregoing is a true and correct copy of the Chicago Bridge & Iron
1997 Long-Term Incentive Plan as amended and in effect on the date hereof.

Dated: ____________________         __________________________________________
                                    Secretary

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