<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>a5990385ex99_4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
                                                                    Exhibit 99.4

                                     FORM OF
                           RESTRICTED STOCK AGREEMENT
                                    UNDER THE
                            LONG-TERM INCENTIVE PLAN

This RESTRICTED STOCK AGREEMENT (this  "Agreement") is made as of June 17, 2009,
by and between Gulf Island Fabrication, Inc. ("Gulf Island") and __________ (the
"Award Recipient").

WHEREAS, Gulf Island maintains the Long-Term Incentive Plan (the "Plan"),  under
which the  Compensation  Committee of the Board of Directors of Gulf Island (the
"Committee"),  may, among other things, grant restricted shares of Gulf Island's
common stock, no par value per share (the "Common  Stock"),  to key employees of
Gulf Island or its subsidiaries  (collectively,  the "Company") as the Committee
may determine,  subject to terms,  conditions,  or  restrictions  as it may deem
appropriate; and

WHEREAS,  pursuant to the Plan the Committee has awarded to the Award  Recipient
restricted shares of Common Stock on the terms and conditions specified below;

NOW, THEREFORE, the parties agree as follows:

                                       1.
                                 AWARD OF SHARES

Upon the terms and conditions of the Plan and this  Agreement,  the Committee as
of the date of this  Agreement  (the "Date of Grant") hereby awards to the Award
Recipient ________  restricted shares of Common Stock (the "Restricted  Stock"),
that vest, subject to Sections 2 and 3 hereof, in full on June 17, 2012.

                                       2.
                              AWARD RESTRICTIONS ON
                                RESTRICTED STOCK

       2.1   In addition to the  conditions and  restrictions  provided  in  the
Plan,  neither  the  shares  of  Restricted  Stock  nor the  right  to vote  the
Restricted  Stock, to receive  dividends thereon or to enjoy any other rights or
interests thereunder or hereunder may be sold, assigned,  donated,  transferred,
exchanged,  pledged,  hypothecated  or  otherwise  encumbered  prior to vesting.
Subject to the restrictions on transfer  provided in this Section 2.1, the Award
Recipient  shall be entitled to all rights of a shareholder  of Gulf Island with
respect  to the  Restricted  Stock,  including  the right to vote the shares and
receive all dividends and other distributions declared thereon.


<PAGE>

       2.2   If the  shares of Restricted  Stock  have  not  already  vested  in
accordance with Section 1 above,  the shares of Restricted  Stock shall vest and
all  restrictions  set forth in Section 2.1 shall lapse upon the occurrence of a
Change of Control of Gulf Island, as described in Section 12.11 of the Plan.

                                       3.
                            TERMINATION OF EMPLOYMENT

       If the Award  Recipient's  employment  terminates for any reason prior to
the vesting of some or all of the Restricted  Stock (except in connection with a
Change of Control in accordance with Section 2.2 hereof), all unvested shares of
Restricted Stock granted hereunder shall immediately be forfeited.

                                       4.
                               STOCK CERTIFICATES

       4.1   The stock certificates  evidencing the  Restricted  Stock  shall be
retained by Gulf Island until the lapse of restrictions  under the terms hereof.
Gulf Island  shall place a legend,  in the form  specified  in the Plan,  on the
stock certificates  restricting the  transferability of the shares of Restricted
Stock.

       4.2   Upon the lapse of restrictions on shares of Restricted  Stock, Gulf
Island shall cause a stock certificate without a restrictive legend to be issued
with respect to the vested  Restricted  Stock in the name of the Award Recipient
or his nominee within 10 business days. Upon receipt of such stock  certificate,
the Award Recipient is free to hold or dispose of the shares represented by such
certificate, subject to applicable securities laws.

                                       5.
                                    DIVIDENDS

Any  dividends  paid on shares of  Restricted  Stock  shall be paid to the Award
Recipient currently.

                                       6.
                                WITHHOLDING TAXES

At the time that all or any portion of the  Restricted  Stock  vests,  the Award
Recipient  must  deliver to Gulf  Island  the  amount of income tax  withholding
required by law. In accordance  with the terms of the Plan, the Award  Recipient
may satisfy the tax withholding  obligation by delivering currently owned shares
of Common Stock or by electing to have Gulf Island  withhold from the shares the
Award Recipient  otherwise would receive hereunder shares of Common Stock having
a value equal to the minimum amount required to be withheld (as determined under
the Plan).


                                       2
<PAGE>

                                       7.
                              ADDITIONAL CONDITIONS

Anything in this Agreement to the contrary notwithstanding,  if at any time Gulf
Island  further   determines,   in  its  sole  discretion,   that  the  listing,
registration  or  qualification  (or any  updating of any such  document) of the
shares of Common Stock issuable  pursuant  hereto is necessary on any securities
exchange or under any federal or state  securities  or blue sky law, or that the
consent  or  approval  of any  governmental  regulatory  body  is  necessary  or
desirable  as a condition  of, or in  connection  with the issuance of shares of
Common Stock pursuant  thereto,  or the removal of any  restrictions  imposed on
such  shares,  such shares of Common  Stock shall not be issued,  in whole or in
part, or the restrictions  thereon removed,  unless such listing,  registration,
qualification,  consent or approval shall have been effected or obtained free of
any  conditions  not  acceptable  to Gulf  Island.  Gulf  Island  agrees  to use
commercially  reasonable  efforts to issue all shares of Common  Stock  issuable
hereunder on the terms provided herein.

                                       8.
                       NO CONTRACT OF EMPLOYMENT INTENDED

Nothing in this  Agreement  shall confer upon the Award  Recipient  any right to
continue in the  employment of the Company,  or to interfere in any way with the
right of the Company to terminate the Award Recipient's employment  relationship
with the Company at any time.

                                       9.
                                 BINDING EFFECT

This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto   and  their   respective   heirs,   executors,   administrators,   legal
representatives   and  successors.   Without  limiting  the  generality  of  the
foregoing,  whenever the term "Award Recipient" is used in any provision of this
Agreement under circumstances where the provision  appropriately  applies to the
heirs, executors, administrators or legal representatives to whom this award may
be  transferred  by will or by the laws of descent  and  distribution,  the term
"Award Recipient" shall be deemed to include such person or persons.

                                       10.
                            INCONSISTENT PROVISIONS

The  shares of  Restricted  Stock  granted  hereby  are  subject  to the  terms,
conditions,  restrictions  and other  provisions  of the Plan as fully as if all
such  provisions  were set forth in their  entirety  in this  Agreement.  If any
provision of this  Agreement  conflicts  with a provision of the Plan,  the Plan
provision  shall control.  The Award Recipient  acknowledges  that a copy of the
Plan was distributed or made available to the Award Recipient and that the Award
Recipient was advised to review such Plan prior to entering into this Agreement.
The Award  Recipient  waives the right to claim that the  provisions of the Plan
are not  binding  upon the  Award  Recipient  and the Award  Recipient's  heirs,
executors, administrators, legal representatives and successors.


                                       3
<PAGE>

                                       11.
                                  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Louisiana.

                                      12.
                         ENTIRE AGREEMENT; MODIFICATION

The Plan and this  Agreement  contain the entire  agreement  between the parties
with  respect to the subject  matter  contained  herein and may not be modified,
except as  provided in the Plan,  as it may be amended  from time to time in the
manner provided therein, or in this Agreement, as it may be amended from time to
time by a written  document  signed by each of the parties  hereto.  Any oral or
written agreements,  representations,  warranties, written inducements, or other
communications with respect to the subject matter contained herein made prior to
the execution of the Agreement shall be void and ineffective for all purposes.

By Award Recipient's  signature below, Award Recipient represents that he or she
is familiar with the terms and  provisions of the Plan,  and hereby accepts this
Agreement  subject to all of the terms and provisions  thereof.  Award Recipient
has reviewed the Plan and this Agreement in their entirety and fully understands
all provisions of this Agreement.  Award Recipient  agrees to accept as binding,
conclusive and final all decisions or  interpretations of the Committee upon any
questions arising under the Plan or this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed and delivered on the day and year first above written.

                                   GULF ISLAND FABRICATION, INC.


                                   By:
                                        ----------------------------------------
                                        Name: Alden J. Laborde
                                        Title:  Chairman, Compensation Committee



                                   ---------------------------------------------
                                                  {Insert name}
                                                 Award Recipient


                                       4
</TEXT>
</DOCUMENT>
