CHICAGO BRIDGE & IRON COMPANY N.V.

RULES CONCERNING INSIDER TRADING

The managing board (directie) of Chicago Bridge & Iron Company N.V. (CB&I) has adopted the following rules of conduct with regard to insider trading.

I. General prohibitions

Prohibition from Executing Transactions

1.

Every CB&I director, officer and employee is prohibited from executing a transaction in CB&I stock, including establishing a plan (a 10b5-1 Plan) pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, if he or she is in the possession of Inside Information.

Prohibition from recommending Transactions

2.

Every CB&I director, officer and employee is prohibited from recommending the execution of a transactions in CB&I stock to a third party if he or she is in the possession of Inside Information.

Confidentiality

3.

Unless authorized by the Chief Financial Officer or General Counsel, every CB&I director, officer and employee is prohibited from disclosing Inside Information to a third party.

Exceptions

4.

The prohibition of paragraph 1 shall not apply to: a. b. transactions under a properly established Rule 10b5-1 Plan; the acceptance, within the scope of a CB&I Long Term Incentive Plan, of CB&I stock, performance shares or stock options.

II. Prohibitions for Designated Persons

Designated Persons

5.

For the purposes of these rules, the following persons or entities shall be deemed Designated Persons: a. members of the supervisory board of CB&I;

As of December 5, 2013

b. c.

members of the managing board of CB&I or Chicago Bridge & Iron Company B.V.; Presidents of operating groups to the extent that they are not already covered by subparagraph a or b;

d.

any officer in charge of a principal function who performs policy making functions to the extent not already covered by subparagraph a, b or c;

e.

CB&I employees who have been designated as a Designated Person by or on behalf of the managing board of CB&I, to the extent that they are not already covered by subparagraphs a to d inclusive.

Prohibitions for Designated Persons

6.

Every Designated Person shall be prohibited from: a. Executing transactions in CB&I stock in the open market during a Closed Period, irrespective of whether he or she has Inside Information; b. c. Establishing a Rule 10b5-1 Plan during a Closed Period; Executing transactions in CB&I stock in the open market or establishing a Rule 10b5-1 Plan without notifying the Central Officer as provided in Section 13; d. Buying or writing options on CB&I stock.

7.

At the request of a Designated Person, the Central Officer may under special circumstances grant dispensation from the provisions of paragraph 6 subparagraph a or b if abuse of Inside Information must be reasonably considered out of the question. The request shall be made in writing and the dispensation shall be granted in writing. The following Designated Persons shall not execute transactions in CB&I stock except pursuant to a 10b5-1 Plan: a. Members of the supervisory board of CB&I; b. Designated Persons who have been designated by the supervisory board as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended; c. Certain additional Designated Persons selected by or on behalf of the managing board of CB&I on the basis of access to particular Inside Information.

III. Prohibitions for Other Designated Persons

8.

The Central Officer may on a temporary basis designate employees other than Designated Persons as Other Designated Persons, if he believes that the employee involved has or may obtain Inside Information or if he believes that the employee involved might create the impression of acting in violation of the Act. The Central Officer shall inform the employee involved in writing of the designation. The Central Officer may withdraw the designation as Other Designated Person if he believes that the reason for the designation has ceased to exist. The Central Officer shall inform the employee in writing of the withdrawal.

As of December 5, 2013

9.

The prohibitions of paragraph 6 shall apply mutatis mutandis to Other Designated Persons for the duration of that designation.

IV. Prohibition Against Hedging

10.

As a matter of CB&I policy, every CB&I employee is strongly discouraged from short-term speculative trading in CB&I Securities, as well as hedging and other derivative transactions with respect to CB&I Securities (other than transactions in employee stock options). These transactions are characterized by short sales, "put" or "call" options, swaps, collars or similar derivative transactions. Such transactions by CB&I employees can create the appearance of impropriety, and in addition may become the subject of investigative action by the Securities and Exchange Commission or another regulatory authority, in the event of any unusual activity in the stock or the stock price performance.

11.

Every Designated Person is prohibited from engaging in any such short-term speculative trading in CB&I Securities, as well as hedging and other derivative transactions with respect to CB&I Securities (other than transactions in employee stock options). Because a lender or broker is permitted to sell securities held as collateral for a loan or in a margin account if the customer fails to satisfy the loan or meet a margin call, respectively, the securities can be sold at a time when the customer is aware of Inside Information. Therefore, every Designated Person is prohibited from pledging CB&I stock as collateral for any loan or holding CB&I stock in a margin account (including with respect to any other hedging or other derivative transactions of CB&I Securities). An exception to this prohibition may be granted in the case of a non-margin loan where the Designated Person is able to clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities. A request for any such exception must be made to the Central Officer.

12.

CB&I employees or Designated Persons should contact the Central Officer if there is any question as to the scope or application of this policy.

V. Obligations to notify

Notification of Executed Transactions to the Central Officer

13.

Designated Persons and Other Designated Persons may only Execute a Transaction or establish a 10b5-1 Plan if they (i) have given the Central Officer prior and subsequent written notice thereof and (ii) have received a written confirmation of no objection from the Central Officer after the prior notice. This shall not apply to Transactions as referred to in paragraph 4. Designated Persons described in paragraph 7 subparagraph a, b, and c, individually or through their respective brokers, shall communicate with the Central Officer to discuss and set up the

As of December 5, 2013

process for establishing or withdrawing a 10b5-1 Plan. If the existence of Inside Information obstructs a Transaction or the establishment of a 10b5-1 Plan, the relevant Designated Person or Other Designated Person shall be informed thereof by the Central Officer.

14.

Where an intended Transaction or the establishment of a 10b5-1 Plan has not been completed within twenty working days after the Designated Person or Other Designated Person involved received the confirmation referred to under 13, the notice in question shall lose its effect.

15.

Contrary to the provisions contained in paragraph 13, prior notice shall not be required with respect to the exercise of pre-emptive rights which, in the case of an issue of new shares, are granted to existing shareholders, provided that the Designated Person or Other Designated Person involved shall forthwith after any such pre-emptive rights have been exercised, give written notice thereof to the Central Officer.

VI. Central Officer

16.

The managing board of the Company shall appoint a Central Officer and may dismiss him at any time.

17.

The managing board shall announce the identity of the Central Officer and where he can be reached.

18.

The Central Officer has the duties and powers conferred on him by these rules. The managing board may confer additional duties and powers on the Central Officer.

19.

The Central Officer may in consultation with the chairman of the supervisory board designate one or more deputies who may exercise such duties and powers as the Central Officer shall determine in consultation with the managing board. The Central Officer may in consultation with the managing board designate persons to replace him or her during his or her absence.

20.

The Central Officer shall report annually to the chairman of the supervisory board of CB&I.

VII. Register

21.

The Central Officer shall keep a register containing the following information: a. b. c. d. e. all names and addresses of Designated Persons; all notifications as referred to in paragraph 13; all designations of Other Designated Persons; all withdrawals of designations of Other Designated Persons; all requests for dispensation and all dispensations granted as referred to in paragraph 7;

As of December 5, 2013

f.

copies of management agreements received by him pursuant to the provisions of paragraph 24.

22.

The chairman of the supervisory board of the Company may inspect the register at any time.

23.

The Central Officer may remove data from the register after seven years.

VIII. Independent administrators

24.

The prohibitions contained in these rules and the obligations to notify referred to in these rules shall not apply if and to the extent that a Transaction in CB&I stock is Executed for the account of an CB&I employee, a Designated Person or an Other Designated Person by an independent administrator who has been authorised in writing, such a pursuant to a 10b5-1 Plan, by the relevant CB&I employee, Designated Person or Other Designated Person and Executes the Transaction involved without any instruction from or consultation with his principal.

25.

The CB&I employee, Designated Person or Other Designated Person must provide the Central Officer with a copy of the management agreement referred to in paragraph 24 and inform the Central Officer in writing of any change to that management agreement.

IX. Definitions

26.

In these rules, capitalized terms have the meaning set out below:

Closed Period:

a.

the period between December 15 and one full business day after the first publication of the annual earnings of CB&I;

b.

the period between the end of the first, second and third quarter and one full business day after the first publication of the respective quarterly accounts;

c.

such other periods as may be determined by the managing board of CB&I.

Execution of a Transaction:

directly or indirectly and for one's own account or for the account of others, buy or sell securities or effect any other legal act aimed at acquiring or disposing securities. (Also Executing a Transaction or Transaction).

Inside Information:

knowledge of details regarding the Company or the trade in CB& stock and which have not been made public and whose publication can reasonably be

As of December 5, 2013

expected to be of potential influence on the price of the relevant securities, irrespective of the direction in which that price would move.

X. Sanctions

27.

In case of violation of one or more provisions of these rules, CB&I or, as the case may be, the employer reserves the right to impose any sanctions which it is entitled to impose pursuant to applicable law and/or the (employment) agreement with the party involved. Such sanctions include termination of the (employment) contract with the party involved, whether or not by way of summary dismissal.

XI. Other provisions

28.

These rules shall take effect on December 5, 2013 and shall replace the existing standard rules.

29.

These rules shall apply to all CB&I directors, officers and employees, Designated Persons and Other Designated Persons irrespective of the capacity in which they Execute a Transaction and shall therefore also apply if the person involved Executes a Transaction for the account of another person or as representative of another person, unless these rules provide otherwise.

30.

If a CB&I employee, Designated Persons or Other Designated Persons is in doubt as to whether a prohibition applies to him or her, it is recommended that he or she contacts the Central Officer.

31.

The provisions of these rules can be amended and supplemented by a resolution of the managing board of the Company. Amendments and supplements shall enter into force upon their announcement, unless the announcement specifies a later date.

32.

The managing board shall have the power to take decisions in those cases that are not covered by these rules.

As of December 5, 2013