General—The Nominating Committee the ("Committee") of the Company shall consist of not less than three members of the Supervisory Board of the Company, each of whom shall be "independent" as determined by the Supervisory Board (when and if required by law). At the Board meeting held in conjunction with the Annual General Meeting of shareholders, and thereafter as necessary, the Board shall appoint the membership of the Committee based on a member's knowledge, interests and area of expertise, and appoint the Chairman of the Committee for the ensuing year.

A quorum of the Committee shall consist of at least two 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. The agenda will be developed by the Committee Chairman, in consultation with members of the Committee and management of the Company. Materials relating to the agenda 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. Recommend to the Supervisory Board criteria and characteristics regarding qualifications for Supervisory Board membership, which may include the factors set forth in Appendix I hereto.
2. Identify qualified candidates for Supervisory Board membership.
3. Make recommendations to the Supervisory Board as to nominees for membership on the Supervisory Board, including candidates as may be recommended to the Company by a shareholder.
4. Recommend to the Supervisory Board criteria regarding the composition of the Supervisory Board, total size, the proportion of inside directors to outside directors, whether vacancies on the Supervisory Board should be filled and whether new positions should be created on the Supervisory Board.
5. Recommend to the Supervisory Board regarding retainer, attendance fees and other compensation to be paid to non-employee Supervisory Directors.
6. Recommend to the Supervisory Board policies regarding tenure and retirement age for Supervisory Board members.
7. Recommend to the Supervisory Board the removal of a director in unusual circumstances.
8. a. Recommend to the Supervisory Board criteria and appointment procedures for the managing board (the words "managing board" mean the company Chicago Bridge & Iron Company B.V.), size and composition of the managing board and propose candidates for the managing board.
   b. Periodically assess the functioning of the individual members of the managing board.
   c. Supervise the policy of the managing board on the selection criteria and appointment procedures for senior management.
9. Recommend to the Supervisory Board candidates for committee chairmen and committee members of each of the Standing Committees of the Board; recommend to the Supervisory Board the removal or rotation of committee chairmen and members.
10. Review conflicts or potential conflicts of interest on the part of the Company's 10% shareholders, directors, officers and employees in order to ensure compliance with the Company's Code of Ethics, and the Company's Business and Legal Compliance Policy, and make recommendations to the Supervisory Board concerning the granting of waivers, if appropriate, under the CB&I Code of Ethics. Members of the Committee who have a conflict of interest shall not participate in the discussion and decision-making on the subject or transaction.
11. Possess sole authority to retain and terminate search firms, if any, in order to identify supervisory director candidates and to approve the search firm's fees and retention terms.
12. Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee's performance, its charter, its structure and other such like matters and, if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.

Responsibilities of the Chairman of the Nominating 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. Respond to recommendations or inquiries from shareholders or other interested parties.
4. Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.
   

APPENDIX I

CRITERIA/CHARACTERISTICS OF BOARD CANDIDATES

The following list identifies a number of relevant criteria and characteristics that, among others, should be considered in identifying candidates for the Supervisory Board of Directors of Chicago Bridge & Iron Company N.V.:

1. CEO, COO or running significant division of a public company.

2. Knowledge of a core business of Chicago Bridge & Iron Company N.V.:

A. Contracting.

B. Energy.

C. Building Materials (Steel).

D. Chemical.

3. Knowledge of international business.

4. Technological expertise.

5. Financially adept--liability/equity management skills; human relations skills.

6. Outside interests, other boards, education.

7. Should be able to serve five years.

8. Compatible with existing Board, management and CB&I corporate culture.

9. Independent, as defined by standards set forth in the Company's Corporate Governance Guidelines.

Adopted July 1997 - Revised December 2004