Gulf Island Fabrication (GIFI)

DIRECTOR COMPENSATION

In 2008, each non-employee director, except Messrs. Cotter and Tamblyn, received an annual fee of $20,000 for his services as a director. Mr. Cotter, as Chairman of the Audit Committee, and Mr. Tamblyn, as the Audit Committee Financial Expert, each received an annual fee of $22,000. In addition, each non-employee director received an attendance fee of $1,750 for each Board or committee meeting attended in person and $1,000 for each meeting attended via telephone conference call. All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The table below summarizes the compensation paid to each person serving as a director during 2008, with the exception of Mr. Chauvin. Mr. Chauvin did not receive any compensation as a director and his compensation as an executive of our Company is fully reflected in the Summary Compensation Table on page 12. Pursuant to an agreement between Mr. Wishart and his former employer, Technip USA, Inc. (“Technip USA”) all compensation earned by Mr. Wishart as a director of our Company until October 2008 was paid directly to Technip USA.

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DIRECTOR COMPENSATION

In 2007, each non-employee director, except Messrs. Cotter and Tamblyn, received an annual fee of $20,000 for his services as a director. Mr. Cotter, as Chairman of the Audit Committee, and Mr. Tamblyn, as the Audit Committee Financial Expert, each received an annual fee of $22,000. In addition, each non-employee director received an attendance fee of $1,500 for each Board or committee meeting attended in person and $1,000 for each meeting attended via telephone conference call. All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The table below summarizes the compensation paid to each person serving as a director during 2007, with the exception of Mr. Chauvin. Mr. Chauvin did not receive any compensation as a director and his compensation as an executive of our company is fully reflected in the Summary Compensation Table on page 12. Pursuant to an agreement between Mr. Wishart and his employer, Technip USA, all compensation earned by Mr. Wishart as a director of our company during 2007 was paid directly to Technip USA.

DIRECTOR COMPENSATION

In 2006, each non-employee director, except Messrs. Cotter and Tamblyn, received an annual fee of $18,000 for his services as a director. Mr. Cotter, as Chairman of the Audit Committee, and Mr. Tamblyn, as the Audit Committee Financial Expert, each received an annual fee of $20,000. In addition, each non-employee director received an attendance fee of $1,500 for each Board or committee meeting attended in person and $1,000 for each meeting attended via telephone conference call. Multiple board and/or committee meetings that are held on the same day would generate only a single meeting fee. All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The table below summarizes the compensation paid to our directors during 2006, with the exception of Mr. Chauvin. Mr. Chauvin did not receive any compensation as a director and his compensation as an executive of our company is fully reflected in the Summary Compensation Table on page 12. Pursuant to an agreement between Mr. Sverre and his former employer, Technip USA, all compensation earned by Mr. Sverre as a director of our company during 2006 was paid directly to Technip USA.

Director Compensation

In 2007, each non-employee director, except the Chairman of the Audit Committee and the Financial Expert, will receive an annual fee of $20,000 for his services as a director, a fee of $1,500 for each Board or committee meeting attended in person, and a fee of $1,000 for each board or committee meeting in which the director participates via telephone conference call. The Chairman of the Audit Committee and the Financial Expert will receive an annual fee of $22,000 with the same attendance fees as the other non-employee directors.

Director Compensation

In 2005, each non-employee director received an annual fee of $16,500 for his services as a director (except for the Chairman of the Audit Committee, who received an annual fee of $18,050), and an attendance fee of $1,500 for each Board or committee meeting attended in person and $1,000 for each meeting attended via telephone conference call. All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings. For 2006, the annual fee will be $18,000 for each non-employee director, except that the chairman of the Audit Committee and the Audit Committee’s “financial expert” will receive an annual fee of $20,000, and the attendance fee will be $1,500 for each meeting attended in person and $1,000 for each meeting attended via telephone conference call.

The table below summarizes the above-described payments made to our non-employee directors during 2005.

Director Compensation

In 2004, each non-employee director received an annual fee of $16,500 for his services as a director and an attendance fee of $1,200 for each Board or committee meeting attended (excluding meetings held via telephone conference call). All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings. For 2005, the annual fee will be $16,500 for each non-employee director, except the chairman of the Audit Committee, who will receive an annual fee of $18,500, and the attendance fee will be $1,500 for each meeting attended in person and $1,000 for each meeting attended via telephone conference call.