The Corporate Governance Committee of the
Supervisory Board of Chicago Bridge & Iron Company N.V.

General—The Corporate Governance Committee (the “Committee”) of the Supervisory Board of the Company (the “Supervisory Board”) shall consist of all “Independent Directors” (as defined in the CB&I Supervisory Board Corporate Governance Guidelines) of the Supervisory Board. At the Board meeting held in conjunction with the Company’s Annual General Meeting of Shareholders, and thereafter as necessary, the Supervisory Board shall appoint the Chairman of the Committee for the ensuing year.

A quorum of the Committee shall consist of at least a majority of the members. The Committee shall meet at least two times annually in regularly scheduled sessions, and at such other times as the Committee Chairman, in consultation with the Committee members, shall determine. While no agenda shall be required, the Chairperson may, in consultation with members of the Committee, establish an agenda for each meeting. Materials relating to each meeting will be provided to Committee members in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

Responsibilities—The Committee shall have the following responsibilities:

1. Review and make recommendations in connection with public and governmental concerns, including equal employment opportunity, environmental and safety matters, and charitable contributions, consider the social impact of corporate activities, and monitor the policies and practices of the Company in light of such concerns.
2. Provide perspective on economic, business and technology trends and events that could cause the Company to change the allocation of resources among its existing businesses or to enter new business, and to review the business planning process of the Company.
3. Assist the Supervisory Board with the Company’s relationships with national and local governments and responding to legislation at those levels.
4. Provide oversight of the evaluation of the performance of the Supervisory Board and management.
5. Review various policies and practices of management in the areas of corporate governance and corporate responsibility.
6. Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee’s performance, its charter and its structure and other such like matters, and if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.
7. Establish and review corporate goals and objectives (as such goals and objectives are determined in conjunction with the Organization and Compensation Committee).
8. Evaluate the performance of the Supervisory Board annually and report evaluation results to the Supervisory Board.
9. Consider the adequacy of the number of Supervisory Board meetings and the appropriateness and adequacy of information supplied prior to and during the meetings and the overall relationship of Supervisory Directors and the Company's management.
10. Develop, review and recommend to the Supervisory Board a set of corporate governance guidelines applicable to the Company.

Responsibilities of the Chairman of the Committee—The Chairman of the Committee, in addition to the duties of a Committee member, shall have the following responsibilities:

1. Preside at each meeting of the Committee.
2. Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company’s records.
3. Following each meeting, report to the Supervisory Board concerning the Committee’s actions, conclusions and recommendations.

Adopted July 1997 - Revised December 2004