CHICAGO BRIDGE & IRON CO N V (Form: 10-Q, Received: 08/08/2005 17:31:47)

Percentage of Award Vesting

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FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___to ___

Commission File Number 1-12815

CHICAGO BRIDGE & IRON COMPANY N.V.


Incorporated in The Netherlands		IRS Identification Number: Not Applicable

Polarisavenue 31
2132 JH Hoofddorp
The Netherlands
31-23-5685660
(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the exchange act).

YES þ NO o

The number of shares outstanding of a single class of common stock as of July 31, 2005 — 97,739,187

CHICAGO BRIDGE & IRON COMPANY N.V.

Table of Contents

PART I. FINANCIAL INFORMATION


	Page
Item 1 Condensed Consolidated Financial Statements
Statements of Income
Three and Six Months Ended June 30, 2005 and 2004		3

Balance Sheets
June 30, 2005 and December 31, 2004		4

Statements of Cash Flows
Six Months Ended June 30, 2005 and 2004		5

Notes to Condensed Consolidated Financial Statements		6

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3 Quantitative and Qualitative Disclosures About Market Risk		20

Item 4 Controls and Procedures		21

PART II.OTHER INFORMATION

Item 1 Legal Proceedings		21

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 4 Submission of Matters to a Vote of Security Holders		23

Item 6 Exhibits		25

SIGNATURES		27
Amended Articles of Association
1997 Long-Term Incentive Plan - Restricted Stock Award
1997 Long-Term Incentive Plan - Performance Share Grant
1999 Long-Term Incentive Plan - Restricted Stock Award
1999 Long-Term Incentive Plan - Performance Share Grant
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 1350
Certification Pursuant to Section 1350

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Revenue	$	549,322		$	415,373		$	1,028,105		$	858,926
Cost of revenue		488,762			385,808			916,682			782,598
Selling and administrative expenses		28,262			23,616			53,779			47,463
Intangibles amortization		386			519			772			1,025
Other operating income, net		(1,631	)		(97	)		(1,733	)		(120	)

Income from operations		33,543			5,527			58,605			27,960
Interest expense		(2,681	)		(1,734	)		(4,913	)		(3,460	)
Interest income		1,439			243			2,804			449

Income before taxes and minority interest		32,301			4,036			56,496			24,949
Income tax expense		(10,256	)		(1,292	)		(18,361	)		(7,984	)

Income before minority interest		22,045			2,744			38,135			16,965
Minority interest in (income) loss		(934	)		2,200			(1,274	)		2,583

Net income	$	21,111		$	4,944		$	36,861		$	19,548


Net income per share ⁽¹⁾ :
Basic	$	0.22		$	0.05		$	0.38		$	0.21
Diluted	$	0.21		$	0.05		$	0.37		$	0.20

Weighted average shares outstanding ⁽¹⁾ :
Basic		97,582			95,132			97,347			94,588
Diluted		99,894			98,982			99,932			98,806

Dividends on shares:
Amount	$	2,936		$	1,909		$	5,849		$	3,793
Per share ⁽¹⁾	$	0.03		$	0.02		$	0.06		$	0.04


⁽¹⁾		On February 25, 2005, we declared a two-for-one stock split effective in the form of a stock dividend paid March 31, 2005 to stockholders of record at the close of business on March 21, 2005. The above share and per share amounts reflect the impact of the stock split for all periods presented.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	June 30,			December 31,
	2005			2004
	(Unaudited)

Assets
Cash and cash equivalents	$	220,916		$	236,390
Accounts receivable, net of allowance for doubtful accounts of $1,233 in 2005 and $726 in 2004		317,268			252,377
Contracts in progress with costs and estimated earnings exceeding related progress billings		184,683			135,902
Deferred income taxes		31,087			26,794
Other current assets		41,186			33,816

Total current assets		795,140			685,279

Property and equipment, net		124,431			119,474
Non-current contract retentions		7,012			5,635
Deferred income taxes		5,618			3,293
Goodwill		231,493			233,386
Other intangibles		28,574			29,346
Other non-current assets		27,572			26,305

Total assets	$	1,219,840		$	1,102,718


Liabilities

Notes payable	$	7,665		$	9,704
Current maturity of long-term debt		25,000			25,000
Accounts payable		193,403			180,362
Accrued liabilities		101,718			89,104
Contracts in progress with progress billings exceeding related costs and estimated earnings		224,452			169,470
Income taxes payable		5,420			7,550

Total current liabilities		557,658			481,190

Long-term debt		50,000			50,000
Other non-current liabilities		102,976			97,155
Minority interest in subsidiaries		5,821			5,135

Total liabilities		716,455			633,480


Shareholders’ Equity ⁽¹⁾

Common stock, Euro .01 par value; shares authorized: 250,000,000 in 2005 and 125,000,000 in 2004; shares issued: 97,942,454 in 2005 and 96,929,168 in 2004; shares outstanding: 97,624,738 in 2005 and 96,831,306 in 2004		1,144			497
Additional paid-in capital		333,851			313,337
Retained earnings		215,173			184,793
Stock held in Trust		(14,381	)		(13,425	)
Treasury stock, at cost; 317,716 in 2005 and 97,862 in 2004		(6,099	)		(1,495	)
Accumulated other comprehensive loss		(26,303	)		(14,469	)

Total shareholders’ equity		503,385			469,238

Total liabilities and shareholders’ equity	$	1,219,840		$	1,102,718


⁽¹⁾		On February 25, 2005, we declared a two-for-one stock split effective in the form of a stock dividend paid March 31, 2005 to stockholders of record at the close of business on March 21, 2005. The above share amounts reflect the impact of the stock split for both periods presented.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2005			2004
Cash Flows from Operating Activities

Net income	$	36,861		$	19,548
Adjustments to reconcile net income to net cash provided by operating activities:
Payments related to exit costs		—			(1,300	)
Depreciation and amortization		9,854			10,814
Long-term incentive plan amortization		6,565			1,003
Gain on sale of property and equipment		(1,733	)		(120	)
Change in operating assets and liabilities (see below)		(48,177	)		(22,932	)

Net cash provided by operating activities		3,370			7,013

Cash Flows from Investing Activities

Cost of business acquisitions, net of cash acquired		—			(1,866	)
Capital expenditures		(14,196	)		(7,554	)
Proceeds from sale of property and equipment		2,165			537

Net cash used in investing activities		(12,031	)		(8,883	)

Cash Flows from Financing Activities

(Decrease) increase in notes payable		(2,039	)		1,013
Purchase of treasury stock		(4,622	)		(1,036	)
Issuance of common stock		7,270			9,707
Dividends paid		(5,849	)		(3,793	)
Other		(1,573	)		—

Net cash (used in) provided by financing activities		(6,813	)		5,891

(Decrease) increase in cash and cash equivalents		(15,474	)		4,021
Cash and cash equivalents, beginning of the year		236,390			112,918

Cash and cash equivalents, end of the period	$	220,916		$	116,939

Change in Operating Assets and Liabilities

Increase in receivables, net	$	(64,891	)	$	(45,368	)
Decrease in contracts in progress, net		6,201			35,513
(Increase) decrease in non-current contract retentions		(1,377	)		2,738
Increase (decrease) in accounts payable		13,041			(15,353	)
(Increase) decrease in other current assets		(9,657	)		9,775
Increase (decrease) in income taxes payable and deferred income taxes		2,767			(624	)
Increase (decrease) in accrued and other non-current liabilities		4,043			(7,222	)
Decrease (increase) in other		1,696			(2,391	)

Total	$	(48,177	)	$	(22,932	)

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(in thousands, except per share data)

(Unaudited)

1. Significant Accounting Policies

Basis of Presentation —The accompanying unaudited condensed consolidated financial statements for Chicago Bridge & Iron Company N.V. (“CB&I”) have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, our unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our financial position as of June 30, 2005, our results of operations for each of the three-month and six-month periods ended June 30, 2005 and 2004, and our cash flows for each of the six-month periods ended June 30, 2005 and 2004. The condensed consolidated balance sheet at December 31, 2004 is derived from the December 31, 2004 audited consolidated financial statements. Although management believes the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2004 Annual Report on Form 10-K.

Reclassification of Prior Year Balances— Certain prior year balances have been reclassified to conform with the current year presentation.

Revenue Recognition —Revenue is recognized using the percentage-of-completion method. A significant portion of our work is performed on a fixed price or lump sum basis. The balance of our work is performed on variations of cost reimbursable and target price approaches. Contract revenue is accrued based on the percentage that actual costs-to-date bear to total estimated costs. We utilize this cost-to-cost approach as we believe this method is less subjective than relying on assessments of physical progress. We follow the guidance of the Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” for accounting policies relating to our use of the percentage-of-completion method, estimating costs, revenue recognition and unapproved change order/claim recognition. The use of estimated cost to complete each contract, while the most widely recognized method used for percentage-of-completion accounting, is a significant variable in the process of determining income earned and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

Contract revenue reflects the original contract price adjusted for approved change orders and estimated minimum recoveries of unapproved change orders and claims. We recognize unapproved change orders and claims to the extent that related costs have been incurred when it is probable that they will result in additional contract revenue and their value can be reliably estimated. At June 30, 2005, we had outstanding unapproved change orders/claims recognized of $52,150, net of reserves. To date, we have received substantial cash advances to fund a portion of the costs associated with these unapproved change orders/claims. Net outstanding unapproved change orders/claims recognized as of December 31, 2004 were $46,133.

Losses expected to be incurred on contracts in progress are charged to earnings in the period such losses are known. Provisions for additional costs associated with contracts projected to be in a significant loss position at June 30, 2005 resulted in a $934 and $3,255 charge to earnings in the three and six month periods ended June 30, 2005. Charges to earnings in the comparable periods of 2004 were $31,400 and $46,300.

Cost and estimated earnings to date in excess of progress billings on contracts in process represent the cumulative revenue recognized less the cumulative billings to the customer. Any billed revenue that has not been collected is reported as accounts receivable. Unbilled revenue is reported as contracts in progress with costs and estimated earnings exceeding related progress billings on the condensed consolidated balance sheets. The timing of when we bill our customers is generally contingent on completion of certain phases of the work as stipulated in the contract. Progress billings in accounts receivable at June 30, 2005 and December 31, 2004 include retentions totaling $44,071 and $36,095, respectively, to be collected within one year. Contract retentions collectible beyond one year are included in non-current contract retentions on our condensed consolidated balance sheets. Cost of revenue includes direct contract costs such as material and construction labor, and indirect costs which are attributable to contract activity.

New Accounting Standards —In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This standard requires compensation costs related to share-based payment transactions to be recognized in the financial statements. Compensation cost will generally be based on the grant-date fair value of the equity or liability instrument issued, and will be recognized over the period that an employee provides service in exchange for the award. SFAS No. 123(R) applies to all awards granted for fiscal years beginning after June 15, 2005, to awards modified, repurchased, or cancelled after that date and to the portion of outstanding awards for which the requisite service has not yet been rendered. We do not anticipate applying the modified version of retrospective application under which financial statements for prior periods are adjusted. Pro forma results, which approximate the historical impact of this standard, are presented under the stock plans heading of this note.

Per Share Computations— Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding for the period, which includes the vested portion of stock held in trust. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of employee stock options/restricted shares/performance shares where performance criteria have been met and directors deferred fee shares.

The following schedule reconciles the income and shares utilized in the basic and diluted EPS computations:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Net income	$	21,111	$	4,944	$	36,861	$	19,548

Weighted average shares outstanding — basic		97,582		95,132		97,347		94,588
Effect of stock options/restricted shares/performance shares		2,203		3,744		2,476		4,112
Effect of directors deferred fee shares		109		106		109		106

Weighted average shares outstanding — diluted		99,894		98,982		99,932		98,806

Net income per share

Basic	$	0.22	$	0.05	$	0.38	$	0.21
Diluted	$	0.21	$	0.05	$	0.37	$	0.20

On February 25, 2005, we declared a two-for-one stock split effective in the form of a stock dividend paid March 31, 2005 to stockholders of record at the close of business on March 21, 2005. All share and per share amounts have been adjusted for the stock split for all periods presented throughout this Form 10-Q.

Stock Plans —We account for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related

Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of our stock at the date of the grant over the amount an employee must pay to acquire the stock, subject to any vesting provisions. Reported net income does not include any compensation expense associated with stock options, but does include compensation expense associated with restricted stock and performance share awards.

Had compensation expense for the Employee Stock Purchase Plan and Long-Term Incentive Plans been determined consistent with the fair value method of SFAS No. 123, “Share-Based Payment” (using the Black-Scholes pricing model for stock options), our net income and net income per common share would have reflected the following pro forma amounts:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Net Income, as reported	$	21,111		$	4,944		$	36,861		$	19,548

Add: Stock-based compensation for restricted stock and performance share awards included in reported net income, net of tax		2,011			(404	)		3,980			607

Deduct: Stock-based compensation determined under the fair value method, net of tax		(1,696	)		(33	)		(3,509	)		(1,354	)

Pro forma net income	$	21,426		$	4,507		$	37,332		$	18,801


Basic EPS

As reported	$	0.22		$	0.05		$	0.38		$	0.21
Pro forma	$	0.22		$	0.05		$	0.38		$	0.20


Diluted EPS

As reported	$	0.21		$	0.05		$	0.37		$	0.20
Pro forma	$	0.21		$	0.05		$	0.37		$	0.19

Using the Black-Scholes option-pricing model, the fair value of each option grant is estimated on the date of grant based on the following weighted-average assumptions:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Risk-free interest rate		4.24	%		4.41	%		4.24	%		3.63	%
Expected dividend yield		0.53	%		0.55	%		0.53	%		0.57	%
Expected volatility		44.99	%		46.09	%		44.99	%		46.29	%
Expected life in years		6			6			6			6

The changes in common stock, additional paid in capital, stock held in trust and treasury stock since December 31, 2004 primarily relate to activity associated with our stock plans. Our common stock also reflects the impact of our stock split in the form of a stock dividend paid March 31, 2005.

2. Comprehensive Income

Comprehensive income for the three and six months ended June 30, 2005 and 2004 is as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Net income	$	21,111		$	4,944		$	36,861		$	19,548
Other comprehensive (loss) income, net of tax:
Currency translation adjustment		(176	)		(1,387	)		(1,651	)		(2,003	)
Change in unrealized loss on debt securities		28			26			55			52
Change in unrealized fair value of cash flow hedges		(1,687	)		(204	)		(10,219	)		(870	)
Change in minimum pension liability adjustment		—			—			(19	)		—

Comprehensive income	$	19,276		$	3,379		$	25,027		$	16,727

Accumulated other comprehensive loss reported on our balance sheet at June 30, 2005 includes the following, net of tax: $12,947 of currency translation adjustment loss, $103 of unrealized loss on debt securities, $12,041* of unrealized fair value loss on cash flow hedges and $1,212 of minimum pension liability adjustments.

* Recorded under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). Offsetting the unrealized loss on cash flow hedges is an unrealized gain on the underlying transactions, to be recognized when settled.

3. Goodwill and Other Intangibles

Goodwill

General —At June 30, 2005 and December 31, 2004, our goodwill balances were $231,493 and $233,386, respectively, attributable to the excess of the purchase price over the fair value of assets acquired relative to acquisitions within our North America and Europe, Africa, Middle East segments.

The decrease in goodwill primarily relates to the impact of foreign currency translation and a reduction in accordance with SFAS No. 109, “Accounting for Income Taxes,” where tax goodwill exceeded book goodwill.

The change in goodwill by segment for the six months ended June 30, 2005 is as follows:


	North America			EAME			Total

Balance at December 31, 2004	$	204,452		$	28,934		$	233,386
Adjustments associated with:
Foreign currency translation		—			(1,295	)		(1,295	)
Tax goodwill in excess of book goodwill		(598	)		—			(598	)

Balance at June 30, 2005	$	203,854		$	27,639		$	231,493

Impairment Testing — SFAS No. 142, “Goodwill and Other Intangible Assets,” states goodwill and indefinite-lived intangible assets are no longer amortized to earnings, but instead are reviewed for impairment at least annually via a two-phase process, absent any indicators of impairment. The first phase screens for impairment, while the second phase (if necessary) measures impairment. We have elected to perform our annual analysis during the fourth quarter of each year based upon goodwill and indefinite-lived intangible balances as of the beginning of the fourth quarter. Although no indicators of impairment have been identified during 2005, there can be no assurance that future goodwill or other intangible asset impairment tests will not result in a charge to earnings.

Other Intangible Assets

In accordance with SFAS No. 142, the following table provides information concerning our other intangible assets for the periods ended June 30, 2005 and December 31, 2004:


	June 30, 2005					December 31, 2004
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Amortized intangible assets
Technology (5 to 10 years)	$	4,914	$	(3,690	)	$	4,914	$	(3,261	)
Non-compete agreements (8 years)		3,100		(1,799	)		3,100		(1,600	)
Strategic alliances, customer contracts, patents (5 to 11 years)		2,564		(1,371	)		2,564		(1,227	)

Total	$	10,578	$	(6,860	)	$	10,578	$	(6,088	)


Unamortized intangible assets
Tradenames	$	24,717				$	24,717
Minimum Pension Liability Adjustment		139					139

	$	24,856				$	24,856

The changes in other intangibles relate to additional amortization expense.

4. Financial Instruments

Forward Contracts —At June 30, 2005, our forward contracts to hedge intercompany loans and certain operating exposures are summarized as follows:


		Contract		Weighted Average
Currency Sold	Currency Purchased	Amount ⁽¹⁾		Contract Rate

Forward contracts to hedge intercompany loans: ⁽²⁾
Euro	U.S. Dollar	$	12,453		0.82
U.S. Dollar	British Pound	$	11,567		0.55
U.S. Dollar	Canadian Dollar	$	13,245		1.24
U.S. Dollar	South African Rand	$	3,078		6.91
U.S. Dollar	Australian Dollar	$	14,367		1.32

Forward contracts to hedge certain operating exposures: ⁽³⁾
U.S. Dollar	Euro	$	26,620		0.75
British Pound	U.S. Dollar	$	50,817		0.55
U.S. Dollar	South African Rand	$	2,930		6.49
British Pound	Euro	$	155,692		1.39


(1)		Represents notional U.S. dollar equivalent at inception of contract, with the exception of forward contracts to sell 155,692 British Pounds for 216,763 Euros. These contracts are denominated in British Pounds and equate to approximately $279,067 at June 30, 2005.

(2)		These contracts, for which we do not seek hedge accounting treatment under SFAS No. 133, generally mature within seven days of quarter-end and are marked-to-market through the condensed consolidated income statement, generally offsetting any translation gains/losses of the underlying transactions.


(3)		Contracts, which hedge firm commitments, generally mature within three years of quarter-end and were designated as “cash flow hedges” under SFAS No. 133. At June 30, 2005, the total notional amount exceeded the total present value of these contracts by $17,202, net. Of this amount, $836 was recorded in other current assets, $1,576 was recorded in other non-current assets, $10,214 was recorded in accrued liabilities and $9,400 was recorded in other non-current liabilities on our condensed consolidated balance sheet. Any hedge ineffectiveness was not significant.

5. Retirement Benefits

We previously disclosed in our financial statements for the year ended December 31, 2004, that in 2005 we expected to contribute $5,166 and $2,103 to our defined benefit and other postretirement plans, respectively. The following table provides contribution information for our defined benefit and postretirement plans as of June 30, 2005:


	Defined		Other Postretirement
	Benefit Plans		Benefits
Contributions made through June 30, 2005	$	2,250	$	608
Remaining contributions expected for 2005		2,304		637

Total contributions expected for 2005	$	4,554	$	1,245

Components of Net Periodic Benefit Cost


	Defined						Other Postretirement
	Benefit Plans						Benefits
Three months ended June 30,	2005			2004			2005			2004

Service cost	$	1,168		$	1,412		$	369		$	316
Interest cost		1,423			399			544			490
Expected return on plan assets		(1,693	)		(510	)		—			—
Amortization of prior service costs		7			4			(67	)		(67	)
Recognized net actuarial loss		48			70			152			65

Net periodic benefit cost	$	953		$	1,375		$	998		$	804


Six months ended June 30,	2005			2004			2005			2004

Service cost	$	2,423		$	2,840		$	738		$	632
Interest cost		2,866			801			1,090			981
Expected return on plan assets		(3,414	)		(1,025	)		—			—
Amortization of prior service costs		11			8			(134	)		(134	)
Recognized net actuarial loss		76			141			234			130

Net periodic benefit cost	$	1,962		$	2,765		$	1,928		$	1,609

6. Segment Information

We manage our operations by four geographic segments: North America; Europe, Africa, Middle East; Asia Pacific; and Central and South America. Each geographic segment offers similar services.

The Chief Executive Officer evaluates the performance of these four segments based on revenue and income from operations. Each segment’s performance reflects the allocation of corporate costs, which were based primarily on revenue. Intersegment revenue was not material.


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005		2004			2005		2004

Revenue

North America	$	357,342	$	242,752		$	660,546	$	499,802
Europe, Africa, Middle East		121,540		112,236			242,087		218,148
Asia Pacific		51,390		42,694			89,126		101,332
Central and South America		19,050		17,691			36,346		39,644

Total revenue	$	549,322	$	415,373		$	1,028,105	$	858,926


Income From Operations

North America	$	24,390	$	10,155		$	46,275	$	24,855
Europe, Africa, Middle East		4,755		(8,150	)		5,442		(4,699	)
Asia Pacific		2,381		870			4,319		2,550
Central and South America		2,017		2,652			2,569		5,254

Total income from operations	$	33,543	$	5,527		$	58,605	$	27,960

7. Commitments and Contingencies

Antitrust Proceedings — In October 2001, the U.S. Federal Trade Commission (the “FTC” or the “Commission”) filed an administrative complaint (the “Complaint”) challenging our February 2001 acquisition of certain assets of the Engineered Construction Division of Pitt-Des Moines, Inc. (“PDM”) that we acquired together with certain assets of the Water Division of PDM (the Engineered Construction and Water Divisions of PDM are hereafter sometimes referred to as the “PDM Divisions”). The Complaint alleged that the acquisition violated Federal antitrust laws by threatening to substantially lessen competition in four specific markets in the United States: liquefied nitrogen, liquefied oxygen and liquefied argon (LIN/LOX/LAR) storage tanks; liquefied petroleum gas (LPG) storage tanks; liquefied natural gas (LNG) storage tanks and associated facilities; and field erected thermal vacuum chambers (used for the testing of satellites).

On June 12, 2003, an FTC Administrative Law Judge ruled that our acquisition of PDM assets threatened to substantially lessen competition in the four markets identified above and ordered us to divest within 180 days of a final order all physical assets, intellectual property and any uncompleted construction contracts of the PDM Divisions that we acquired from PDM to a purchaser approved by the FTC that is able to utilize those assets as a viable competitor.

We appealed the ruling to the full Federal Trade Commission. In addition, the FTC Staff appealed the sufficiency of the remedies contained in the ruling to the full Federal Trade Commission. On January 6, 2005, the Commission issued its Opinion and Final Order. According to the FTC’s Opinion, we would be required to divide our industrial division, including employees, into two separate operating divisions, CB&I and New PDM, and to divest New PDM to a purchaser approved by the FTC within 180 days of the Order becoming final.

We believe that the FTC’s Order and Opinion are inconsistent with the law and the facts presented at trial, in the appeal to the Commission, and new evidence following the close of the record. Therefore, we have filed with the FTC a petition to reconsider the FTC Order and Opinion. We filed a notice of appeal of the FTC Order and Opinion with the United States Court of Appeals for the Fifth Circuit in March 2005. Pursuant to a request by the FTC with which we concurred, the appellate proceedings have been stayed from April 4, 2005 for a period of up to 180 days while the FTC considers and issues its final ruling on our petition and a petition by the FTC Staff. We are not required to divest any assets until we have exhausted all appeal processes available to us, including the United States Supreme Court. Because the remedies described in the Order and Opinion are neither consistent nor clear, we have not been able to quantify the potential effect on our financial statements. However, the remedies contained in the Order, depending on how and to the extent they are implemented, could have an adverse effect on us, including an expense relating to a potential write-down of the net book value of divested assets.

In addition, we were served with a subpoena for documents on July 23, 2003 by the Philadelphia office of the U.S. Department of Justice, Antitrust Division (“DOJ”), seeking documents that were in part related to matters that were the subject of testimony in the FTC proceeding, as well as documents relating to our Water Division. In addition to the requested documents, certain of our current and former employees testified before the investigative grand jury. On March 30, 2005, the DOJ informed us that it was closing the investigation.

Environmental Matters —Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations and laws outside the U.S. establishing health and environmental quality standards, including those governing discharges and pollutants into the air and water and the management and disposal of hazardous substances and wastes. This exposes us to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such substances or wastes.

In connection with the historical operation of our facilities, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties to whom we have sold facilities for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred. We are not aware of any manifestation by a potential claimant of its awareness of a possible claim or assessment with respect to any such facility.

We believe that we are currently in compliance, in all material respects, with all environmental laws and regulations. We do not anticipate that we will incur material capital expenditures for environmental controls or for investigation or remediation of environmental conditions during the remainder of 2005 or 2006.

Other —We are a defendant in a number of lawsuits arising in the normal course of business, including among others, lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products, and we have in place appropriate insurance coverage for the type of work that we have performed. During 2005, we were named as a defendant in additional asbestos-related lawsuits. To date, the claims which have been resolved have been dismissed or settled without a material impact on our operating results or financial position and we do not currently believe that unresolved asserted claims will have a material adverse effect on our future results of operations or financial position. As a matter of standard policy, we continually review our litigation accrual and as further information is known on pending cases, increases or decreases, as appropriate, may be recorded in accordance with SFAS No. 5, “Accounting for Contingencies.”

8. Financing Arrangements

We entered into an amended and restated credit agreement (the “Credit Agreement”) dated as of May 12, 2005 with JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A., as syndication agent. The Credit Agreement is a committed and unsecured five-year revolving credit agreement with an aggregate capacity of $600,000, which may be increased to $700,000. The Credit Agreement amended and restated our previous three-year and five-year credit agreements, each dated as of August 22, 2003.

The Credit Agreement provides for a $600,000 revolving loan facility, the entire amount of which is available to issue performance letters of credit and/or up to $350,000 of which is available for revolving loans for general corporate purposes, including working capital purposes and financing permitted acquisitions, and to issue financial letters of credit. The Credit Agreement expires and is repayable on May 12, 2010.

The Credit Agreement contains certain restrictive covenants, including a maximum leverage ratio and minimum levels of net worth and fixed charges, among other restrictions . The Credit Agreement also places restrictions on us with regard to subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, among other restrictions. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the credit facilities as well as letter of credit fees on outstanding instruments. The interest rate, letter of credit fee and commitment fee percentages are based upon our then applicable leverage ratio.

Item 2 — Management’s Discussion and Analysis of Financial Condition
and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance. This discussion should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included elsewhere in this quarterly report.

We are a global specialty engineering, procurement and construction (“EPC”) company serving customers in a number of key industries including oil and gas; petrochemical and chemical; power; water and wastewater; and metals and mining. We have been helping our customers produce, process, store and distribute the earth’s natural resources for more than 100 years by supplying a comprehensive range of engineered steel structures and systems. We offer a complete package of design, engineering, fabrication, procurement, construction and maintenance services. Our projects include hydrocarbon processing plants, liquefied natural gas (“LNG”) terminals and peak shaving plants, offshore structures, pipelines, bulk liquid terminals, water storage and treatment facilities, and other steel structures and their associated systems. We have been continuously engaged in the engineering and construction industry since our founding in 1889.

Results of Operations

New Business Taken/Backlog —During the three months ended June 30, 2005, new business taken, representing the value of new project commitments received during a given period, was $550.5 million, compared with $398.3 million in the same 2004 period. These commitments are included in backlog until work is performed and revenue is recognized or until cancellation. Approximately 56% of the new business taken during the second quarter of 2005 was for contracts awarded in the North America segment. New business during the quarter included the previously announced LNG import terminal in China, refinery sulfur processing projects in the United States and storage projects in the Middle East. New business taken for the first half of 2005 was $2.0 billion compared with $746.0 million for the same period last year. We currently anticipate new business in 2005 to range between $3.0 and $3.1 billion.

Backlog increased $1.7 billion or 115% to $3.1 billion at June 30, 2005 compared with the year-earlier period, primarily due to the significant new awards during the last three quarters.

Revenue —Revenue during the three months ended June 30, 2005 of $549.3 million increased $133.9 million, or 32% compared with the same period in 2004. Revenue grew $114.6 million, or 47% in the North America segment as a result of higher backlog going into the year and a larger volume of process-related work. Revenue increased 8% in the Europe, Africa, Middle East (“EAME”) segment, due mainly to the continued ramp-up of LNG work in the United Kingdom. Revenue increased 20% in the Asia Pacific (“AP”) segment due to higher volume in Australia, and was 8% higher in the Central and South America (“CSA”) segment. Revenue for the first six months of 2005 increased $169.2 million to $1.0 billion, compared with $858.9 million in the year-earlier period for the reasons noted in the quarterly discussion above. We currently anticipate total revenue for 2005 will be between $2.0 and $2.2 billion.

Selling and Administrative Expenses —Selling and administrative expenses for the three months ended June 30, 2005 were $28.3 million, or 5.1% of revenue, compared with $23.6 million, or 5.7% of revenue, for the comparable period in 2004. Selling and administrative expenses for the six months ended June 30, 2005 were $53.8 million, or 5.2% of revenue, compared with $47.5 million, or 5.5% of revenue, for the comparable period in 2004. The absolute dollar increase compared with 2004 for the quarter and six months ended June 30, 2005 primarily relates to higher incentive program costs, as well as higher professional fees associated with Sarbanes-Oxley compliance.

Income from Operations —Income from operations for the second quarter of 2005 was $33.5 million, representing a $28.0 million increase compared with the comparable 2004 period. The increases in our North America and EAME segments resulted from higher volume and a $14.3 and $16.2 million impact, respectively, from significantly lower

project cost provisions than experienced in 2004. These increases were partly offset by the mix of projects executed during the periods. Operating income in our AP segment increased $1.5 million primarily as a result of higher volume and project cost savings in Australia. Operating income in our CSA segment declined $0.6 million. Income from operations for the first six months of 2005 was $58.6 million, compared with $28.0 million in the first six months of 2004. The $30.6 million increase is attributable to higher revenue and significantly lower project cost provisions than experienced in 2004. The overall increase was partly offset by the mix of projects executed.

We have recorded $52.2 million of unapproved change orders/claims at cost, net of reserves. To date, we have received substantial cash advances to fund a portion of the costs associated with these unapproved change orders/claims. If the final settlement is less than the revenue recognized on these changes through June 30, 2005, our results of operations could be negatively impacted.

Interest Expense and Interest Income —Interest expense for the second quarter 2005 increased $0.9 million from the prior year to $2.7 million, primarily due to higher foreign short-term borrowings, interest associated with tax obligations and costs associated with increasing the capacity of our revolving credit facility. Interest income for the second quarter 2005 increased $1.2 million compared to the prior year due to higher short-term investment levels and higher associated yields.

Income Tax Expense —Income tax expense for the three months ended June 30, 2005 and 2004 was $10.3 million, or 31.8% of pre-tax income, and $1.3 million, or 32% of pre-tax income, respectively. Income tax expense for the six months ended June 30, 2005 and 2004 was $18.4 million, or 32.5% of pre-tax income, and $8.0 million, or 32% of pre-tax income, respectively. Changes in United Kingdom tax legislation, which occurred subsequent to the second quarter 2005, are anticipated to increase our 2005 annual effective tax rate to an estimated 33.5%.

Minority Interest in (Income) Loss —Minority interest in income for the three months ended June 30, 2005 was $0.9 million compared with minority interest in loss of $2.2 million for the comparable period in 2004. Minority interest in income for the six months ended June 30, 2005 was $1.3 million compared with minority interest in loss of $2.6 million for the comparable period in 2004. The change compared with 2004 for the quarter and six months ended June 30, 2005 primarily relates to recognition during 2004, of our minority partner’s share of significant project cost provisions within our EAME segment.

Liquidity and Capital Resources

At June 30, 2005, cash and cash equivalents totaled $220.9 million.

Operating – During the first six months of 2005, our operations generated $3.4 million of cash flows, as profitability was partially offset by growth in working capital. The increased working capital primarily reflects requirements for several large projects in the beginning stages of progress. The level of working capital varies from period to period and is affected by the mix, stage of completion and commercial terms of contracts.

Investing – In the first six months of 2005, we incurred $14.2 million for capital expenditures. For 2005, capital expenditures are anticipated to be in the $30.0 to $35.0 million range.

We continue to evaluate and selectively pursue opportunities for expansion of our business through acquisition of complementary businesses. These acquisitions, if they arise, may involve the use of cash or may require debt or equity financing.

Financing – Net cash flows utilized in financing activities were $6.8 million. Cash provided by financing activities included $7.3 million from the issuance of common stock, primarily from the exercise of stock options. Cash utilized during the six month period included approximately $4.0 million to repurchase 191,500 shares of our stock at an average price of $20.76 per share. Uses of cash also included $5.8 million for the payment of dividends. Our 2005 dividend is expected to be in the $11.0 to $12.0 million range. On July 15, 2005 we paid the first of three annual installments of $25 million on our senior notes.

Our primary internal source of liquidity is cash flow generated from operations. Capacity under revolving credit agreements is also available, if necessary, to fund operating or investing activities. We have a five-year $600 million, committed and unsecured revolving credit facility, which terminates in May 2010. As of June 30, 2005, no direct borrowings existed under the revolving credit facility, but we had issued $140.6 million of letters of credit under the five-year facility. As of June 30, 2005, we had $459.4 million of available capacity under this facility. The facility contains certain restrictive covenants, including a maximum leverage ratio and minimum levels of net worth and fixed charges, among other restrictions. The facility also places restrictions on us with regard to subsidiary

indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, among other restrictions. We were in compliance with all covenants at June 30, 2005.

We also have various short-term, uncommitted revolving credit facilities across several geographic regions of approximately $479.5 million. These facilities are generally used to provide letters of credit or bank guarantees to customers in the ordinary course of business to support advance payments, as performance guarantees or in lieu of retention on our contracts. At June 30, 2005, we had available capacity of $201.1 million under these uncommitted facilities. In addition to providing letters of credit or bank guarantees, we also issue surety bonds in the ordinary course of business to support our contract performance.

Our senior notes also contain a number of restrictive covenants, including a maximum leverage ratio and minimum levels of net worth and debt and fixed charge ratios, among other restrictions. The notes also place restrictions on us with regard to investments, other debt, subsidiary indebtedness, sales of assets, liens, nature of business conducted and mergers, among other restrictions. We were in compliance with all covenants at June 30, 2005.

As of June 30, 2005, the following commitments were in place to support our ordinary course obligations:


	Amounts of Commitments by Expiration Period
(In thousands)	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years

Letters of Credit/Bank Guarantees	$	418,963	$	199,886	$	97,129	$	121,948	$	—
Surety Bonds		343,797		264,660		75,573		3,564		—

Total Commitments	$	762,760	$	464,546	$	172,702	$	125,512	$	—

Note: Includes $35,604 of letters of credit and surety bonds issued in support of our insurance program.

We believe cash on hand, funds generated by operations, amounts available under existing credit facilities and external sources of liquidity, such as the issuance of debt and equity instruments, will be sufficient to finance capital expenditures, the settlement of commitments and contingencies (as fully described in Note 7 to our condensed consolidated financial statements) and working capital needs for the foreseeable future. However, there can be no assurance that such funding will be available, as our ability to generate cash flows from operations and our ability to access funding under the revolving credit facility may be impacted by a variety of business, economic, legislative, financial and other factors which may be outside of our control. Additionally, while we currently have significant, uncommitted bonding facilities, primarily to support various commercial provisions in our engineering and construction contracts, a termination or reduction of these bonding facilities could result in the utilization of letters of credit in lieu of performance bonds, thereby reducing our available capacity under the revolving credit facility. Although we do not anticipate a reduction or termination of the bonding facilities, there can be no assurance that such facilities will be available at reasonable terms to service our ordinary course obligations.

We are a defendant in a number of lawsuits arising in the normal course of business, including among others, lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products, and we have in place appropriate insurance coverage for the type of work that we have performed. During 2005, we were named as a defendant in additional asbestos-related lawsuits. To date, the claims which have been resolved have been dismissed or settled without a material impact on our operating results or financial position and we do not currently believe that unresolved asserted claims will have a material adverse effect on our future results of operations or financial position. As a matter of standard policy, we continually review our litigation accrual and as further information is known on pending cases, increases or decreases, as appropriate, may be recorded in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies.”

Off-Balance Sheet Arrangements

We use operating leases for facilities and equipment when they make economic sense. In 2001, we entered into a sale (for approximately $14.0 million) and leaseback transaction of our Plainfield, Illinois administrative office with a

lease term of 20 years, which is accounted for as an operating lease. Rentals under this and all other lease commitments are reflected in rental expense.

We have no other off-balance sheet arrangements.

New Accounting Standards

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”. This standard requires compensation costs related to share-based payment transactions to be recognized in the financial statements. Compensation cost will generally be based on the grant-date fair value of the equity or liability instrument issued, and will be recognized over the period that an employee provides service in exchange for the award. SFAS No. 123(R) applies to all awards granted for fiscal years beginning after June 15, 2005, to awards modified, repurchased, or cancelled after that date and to the portion of outstanding awards for which the requisite service has not yet been rendered. We do not anticipate applying the modified version of retrospective application under which financial statements for prior periods are adjusted. Pro forma results, which approximate the historical impact of this standard, are presented under the stock plans heading of Note 1 to our condensed consolidated financial statements.

Critical Accounting Estimates

The discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Our management has discussed the development and selection of our critical accounting estimates with the Audit Committee of our Supervisory Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements:

Revenue Recognition — Revenue is recognized using the percentage-of-completion method. A significant portion of our work is performed on a fixed price or lump sum basis. The balance of our work is performed on variations of cost reimbursable and target price approaches. Contract revenue is accrued based on the percentage that actual costs-to-date bear to total estimated costs. We utilize this cost-to-cost approach as we believe this method is less subjective than relying on assessments of physical progress. We follow the guidance of the Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” for accounting policies relating to our use of the percentage-of-completion method, estimating costs, revenue recognition and unapproved change order/claim recognition. The use of estimated cost to complete each contract, while the most widely recognized method used for percentage-of-completion accounting, is a significant variable in the process of determining income earned and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

Contract revenue reflects the original contract price adjusted for approved change orders and estimated minimum recoveries of unapproved change orders and claims. We recognize unapproved change orders and claims to the extent that related costs have been incurred when it is probable that they will result in additional contract revenue and their value can be reliably estimated. At June 30, 2005, we had outstanding unapproved change orders/claims recognized of $52.2 million, net of reserves. To date, we have received substantial cash advances to fund a portion of the costs associated with these unapproved change orders/claims. Net outstanding unapproved change

orders/claims recognized as of December 31, 2004 were $46.1 million. Losses expected to be incurred on contracts in progress are charged to income in the period such losses are known.

Credit Extension —We extend credit to customers and other parties in the normal course of business only after a review of the potential customer’s creditworthiness. Additionally, management reviews the commercial terms of all significant contracts before entering into a contractual arrangement. We regularly review outstanding receivables and provide for estimated losses through an allowance for doubtful accounts. In evaluating the level of established reserves, management makes judgments regarding the parties’ ability to make required payments, economic events and other factors. As the financial condition of these parties changes, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required.

Estimated Reserves for Insurance Matters —We maintain insurance coverage for various aspects of our business and operations. However, we retain a portion of anticipated losses through the use of deductibles and self-insured retentions for our exposures related to third-party liability and workers’ compensation. Management regularly reviews estimates of reported and unreported claims through analysis of historical and projected trends, in conjunction with actuaries and other consultants, and provides for losses through insurance reserves. As claims develop and additional information becomes available, adjustments to loss reserves may be required. If actual results are not consistent with our assumptions, we may be exposed to gains or losses that could be material.

Recoverability of Goodwill —Effective January 1, 2002, we adopted SFAS No. 142 “Goodwill and Other Intangible Assets,” which states that goodwill and indefinite-lived intangible assets are no longer to be amortized but are to be reviewed annually for impairment. The goodwill impairment analysis required under SFAS No. 142 requires us to allocate goodwill to our reporting units, compare the fair value of each reporting unit with our carrying amount, including goodwill, and then, if necessary, record a goodwill impairment charge in an amount equal to the excess, if any, of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. The primary method we employ to estimate these fair values is the discounted cash flow method. This methodology is based, to a large extent, on assumptions about future events which may or may not occur as anticipated, and such deviations could have a significant impact on the estimated fair values calculated. These assumptions include, but are not limited to, estimates of future growth rates, discount rates and terminal values of reporting units. Our goodwill balance at June 30, 2005, was $231.5 million.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. You should read carefully any statements containing the words “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar expressions or the negative of any of these terms.

Forward-looking statements involve known and unknown risks and uncertainties. In addition to the material risks described under “Risk Factors,” as set forth in our Form 10-K filed with the Securities Exchange Commission and dated March 11, 2005, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any forward-looking statements, the following factors could also cause our results to differ from such statements:

		Ÿ	our ability to realize cost savings from our expected execution performance of contracts;

		Ÿ	the uncertain timing and the funding of new contract awards, and project cancellations and operating risks;

		Ÿ	cost overruns on fixed price, target price or similar contracts;

		Ÿ	risks associated with percentage-of-completion accounting;

		Ÿ	our ability to settle or negotiate unapproved change orders and claims;

		Ÿ	changes in the costs or availability of or delivery schedule for components and materials and labor;

			Ÿ increased competition;

			Ÿ fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which our customers operate;

			Ÿ lower than expected activity in the hydrocarbon industry, demand from which is the largest component of our revenue;

			Ÿ lower than expected growth in our primary end markets, including but not limited to LNG and clean fuels;

			Ÿ risks inherent in our acquisition strategy and our ability to obtain financing for proposed acquisitions;

			Ÿ our ability to integrate and successfully operate acquired businesses and the risks associated with those businesses;

			Ÿ adverse outcomes of pending claims or litigation or the possibility of new claims or litigation;

			Ÿ the ultimate outcome or effect of the pending Federal Trade Commission (“FTC”) order on our business, financial condition and results of operations;

			Ÿ lack of necessary liquidity to finance expenditures prior to the receipt of payment for the performance of contracts and to provide bid and performance bonds and letters of credit securing our obligations under our bids and contracts;

			Ÿ proposed and actual revisions to U.S. and non-U.S. tax laws, and interpretation of said laws, and U.S. tax treaties with non-U.S. countries (including the Netherlands), that seek to increase income taxes payable;

			Ÿ political and economic conditions including, but not limited to, war, conflict or civil or economic unrest in countries in which we operate; and

			Ÿ a downturn or disruption in the economy in general.

Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future performance or results. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should consider these risks when reading any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange rates, which may adversely affect our results of operations and financial condition. One exposure to fluctuating exchange rates relates to the effects of translating the financial statements of our non-U.S. subsidiaries, which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. The foreign currency translation adjustments are recognized in shareholders’ equity in accumulated other comprehensive income (loss) as cumulative translation adjustment, net of any applicable tax. We generally do not hedge our exposure to potential foreign currency translation adjustments.

Another form of foreign currency exposure relates to our non-U.S. subsidiaries’ normal contracting activities. We generally try to limit our exposure to foreign currency fluctuations in most of our engineering and construction contracts through provisions that require client payments in U.S. dollars or other currencies corresponding to the currency in which costs are incurred. As a result, we generally do not need to hedge foreign currency cash flows for contract work performed. However, where construction contracts do not contain foreign currency provisions, we generally use forward exchange contracts to hedge foreign currency transaction exposure on expected cash flows for firm commitments. The gains and losses on these contracts offset changes in the value of the related exposures.

As of June 30, 2005, the notional amount of cash flow hedge contracts outstanding was $257.8 million, and the total notional amount exceeded the total present value of these contracts by approximately $17.2 million. The maturities of these contracts extend up to three years.

In circumstances where intercompany loans and/or borrowings are in place with non-U.S. subsidiaries, we will also use forward contracts, which generally offset any translation gains/losses of the underlying transactions. If the timing or amount of foreign-denominated cash flows vary, we incur foreign exchange gains or losses, which are included in the condensed consolidated statements of income. We do not use financial instruments for trading or speculative purposes.

The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and notes payable approximates their fair values because of the short-term nature of these instruments. See Note 4 to our condensed consolidated financial statements for quantification of our financial instruments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures —As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon such evaluation, the CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls —There were no changes in our internal controls over financial reporting that occurred during the three-month period ended June 30, 2005, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Antitrust Proceedings —In October 2001, the U.S. Federal Trade Commission (the “FTC” or the “Commission”) filed an administrative complaint (the “Complaint”) challenging our February 2001 acquisition of certain assets of the Engineered Construction Division of Pitt-Des Moines, Inc. (“PDM”) that we acquired together with certain assets of the Water Division of PDM (the Engineered Construction and Water Divisions of PDM are hereafter sometimes referred to as the “PDM Divisions”). The Complaint alleged that the acquisition violated Federal antitrust laws by threatening to substantially lessen competition in four specific markets in the United States: liquefied nitrogen, liquefied oxygen and liquefied argon (LIN/LOX/LAR) storage tanks; liquefied petroleum gas (LPG) storage tanks; liquefied natural gas (LNG) storage tanks and associated facilities; and field erected thermal vacuum chambers (used for the testing of satellites).

division, including employees, into two separate operating divisions, CB&I and New PDM, and to divest New PDM to a purchaser approved by the FTC within 180 days of the Order becoming final.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

c) Total Number of

d) Maximum Number of

Shares Purchased as

Shares that May Yet Be

a) Total Number of Shares

b) Average Price Paid

Part of Publicly

Purchased Under the

Period ⁽¹⁾

Purchased

per Share

Announced Plan

Plan ⁽²⁾

May 2005

191,500

20.7571

191,500

9,508,500

(5/16/05-5/25/05)

Total

191,500

20.7571

191,500

9,508,500


⁽¹⁾		The existing stock repurchase program was announced on May 16, 2005 and expires November 13, 2006.

⁽²⁾		Under the existing stock repurchase program, the approved amount of the repurchase totals up to 10% of our issued share capital (or over 9,700,000 shares).

Item 4. Submission of Matters to a Vote of Security Holders

The annual Meeting of Shareholders of Chicago Bridge & Iron Company N.V. was held on May 13, 2005. The following matters were voted upon and adopted at the meeting:

(i)

Reappointment of J. Charles Jennett, Gary L. Neale and Marsha C. Williams as members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2008 and until their successors have been duly appointed.


	First Nominee		Second Nominee
First Position	J. Charles Jennett		David P. Bordages
For		27,996,281		4,002,595

	First Nominee		Second Nominee
Second Position	Gary L. Neale		Samuel C. Leventry
For		27,994,532		4,004,344

	First Nominee		Second Nominee
Third Position	Marsha C. Williams		Richard A. Byers
For		27,109,227		4,889,649

(ii)

The authorization to prepare the annual accounts and the annual report in the English language and to adopt the Dutch Statutory Annual Accounts of the Company for the fiscal year ended December 31, 2004.


For			31,767,136
Against			300
Abstain			231,440

(iii)

The discharge of members of the Management Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2004.


For			29,141,118
Against			2,504,006
Abstain			353,752

(iv)

The discharge of members of the Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2004.


For			29,540,543
Against			2,105,381
Abstain			352,952

(v)

The approval of the distribution from profits for the year ended December 31, 2004 in the amount of US $0.16 per share previously paid as interim dividends and the interim distribution in kind in the form of one share for each issued share.


For			31,974,856
Against			21,820
Abstain			2,200

	(vi)		The approval of a compensation policy for the Management Board whereby the Management Board will not be entitled to any compensation.


For			31,783,363
Against			67,919
Abstain			147,594

(vii)

The approval of the compensation of the Supervisory Directors who are not employees including an increase in the annual retainer for all Supervisory Directors from $25,000 to $30,000 and an increase in the additional annual retainer for the chairman of the Audit Committee from $5,000 to $10,000.


For			31,771,846
Against			73,746
Abstain			153,284

(viii)

The approval to extend the authority of the Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of the issued share capital of the Company until November 13, 2006 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share not less than the nominal value of a share and not higher than 110% of the most recently available (as of the time of repurchase) price of a share on any securities exchange where the Company’s shares are traded.


For			31,511,079
Against			378,573
Abstain			109,224

(ix)

The approval to extend the authority of the Supervisory Board to issue and/or grant rights (including options to subscribe) on shares of the Company and to limit and exclude pre-emption rights until May 13, 2010.


For			29,357,088
Against			2,491,846
Abstain			149,942

(x)

The amendment of the Articles of Association to increase the number of authorized shares in accordance with the draft prepared by the Management Board and approved by the Supervisory Board and to authorize each lawyer, each civil law notary and each deputy civil law notary of Baker & McKenzie Amsterdam N.V. jointly as well as severally, to apply for the ministerial statement of non-objection on the draft deed of an amendment of the Articles of Association, to amend said draft in such a way as might appear necessary in order to obtain the statement of no objection and to have executed and to sign the deed of amendment of the Articles of Association.


For			30,510,688
Against			562,308
Abstain			925,880

(xi)

The adoption of an amendment to the Chicago Bridge & Iron 1999 Long-Term Incentive Plan.


For			31,096,507
Against			755,935
Abstain			146,434

(xii)

The adoption of an amendment to the Chicago Bridge & Iron Incentive Plan.


For			31,770,104
Against			83,538
Abstain			145,234

(xiii)

To ratify the appointment of the Company’s independent public accountants.


For			31,800,742
Against			160,534
Abstain			37,600

Item 6. Exhibits

(a) Exhibits

			3 ⁽¹⁾ Amended Articles of Association of the Company (English Translation)

			10.1 ⁽²⁾ Chicago Bridge & Iron 1997 Long-Term Incentive Plan, as amended

			(a) ⁽¹⁾ Form of Agreement and Acknowledgement of Restricted Stock Award

			(b) ⁽¹⁾ Form of Agreement and Acknowledgement of Performance Share Grant

10.2 ⁽³⁾ Chicago Bridge & Iron 1999 Long-Term Incentive Plan, as amended

			(a) ⁽¹⁾ Form of Agreement and Acknowledgement of Restricted Stock Award

			(b) ⁽¹⁾ Form of Agreement and Acknowledgement of Performance Share Grant

			(c) ⁽⁴⁾ Form of Agreement and Acknowledgement of the 2005 Restricted Stock Award

			10.3 ⁽³⁾ Chicago Bridge & Iron 1999 Incentive Compensation Plan, as amended

			10.4 ⁽⁵⁾ Amended and Restated Credit Agreement dated as of May 12, 2005

(a) ⁽⁶⁾ Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 12, 2005

	31.1 ⁽¹⁾		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2 ⁽¹⁾		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1 ⁽¹⁾		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2 ⁽¹⁾		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


⁽¹⁾		Filed herewith

⁽²⁾		Incorporated by reference from the Company’s Form 10-K dated March 11, 2005

⁽³⁾		Incorporated by reference from the Company’s Form 8-K dated May 25, 2005

⁽⁴⁾		Incorporated by reference from the Company’s Form 8-K dated April 20, 2005

⁽⁵⁾		Incorporated by reference from the Company’s Form 8-K dated May 17, 2005

⁽⁶⁾		Incorporated by reference from the Company’s Form 8-K dated May 24, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Chicago Bridge & Iron Company N.V.
		By: Chicago Bridge & Iron Company B.V.
		Its: Managing Director

		/s/ RICHARD E. GOODRICH

		Richard E. Goodrich
		Managing Director (Principal Financial Officer)

Date: August 8, 2005

EXHIBIT INDEX

3		Amended Articles of Association of the Company (English Translation)

10.1(a)		Form of Agreement and Acknowledgement of Restricted Stock Award

10.1(b)		Form of Agreement and Acknowledgement of Performance Share Grant

10.2(a)		Form of Agreement and Acknowledgement of Restricted Stock Award

10.2(b)		Form of Agreement and Acknowledgement of Performance Share Grant

31.1		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 3

ARTICLES OF ASSOCIATION
of:
Chicago Bridge & Iron Company N.V.
with corporate seat in Amsterdam
May 24, 2005

Chapter I.

Definitions.

Article 1.

In the articles of association the following expressions shall have the following meanings:

a.		the general meeting: the body of the company formed by shareholders, and other persons entitled to vote;

b.		the general meeting of shareholders: the meeting of shareholders, and other persons entitled to attend the general meetings;

c.		the distributable part of the net assets: that part of the company’s net assets which exceeds the aggregate of the part of the capital which has been paid and called up and the reserves which must be maintained by virtue of the law;

d.		the annual accounts: the balance sheet and profit and loss account with the explanatory notes;

e.		the accountant: a registered accountant or other accountant referred to in Section 393 of Book 2 of the Civil Code;

f.		the annual meeting: the general meeting of shareholders held for the purpose of discussion and adoption of the annual accounts;

g.		group: a group consists of two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of the company’s securities;

h.		issued and outstanding share capital: all shares issued by the company for which votes could be cast in any general meeting of shareholders.

Chapter II.

Name, seat, objects.

Article 2. Name and seat.

1.		The name of the company is: Chicago Bridge & Iron Company N.V.

2.		The official seat of the company is in Amsterdam.

Article 3. Objects.

The objects of the company are:

a.		to incorporate, to own, to participate in any way whatsoever, to manage, to supervise, to operate and to promote enterprises, companies and businesses;

b.		to perform any and all activity of an industrial, financial or commercial nature;

c.		to design, develop, manufacture, market, sell and service products of any nature, including without limitation any hardware and/or software;

d.		to develop and trade in patents, trademarks, copyrights, licenses, know-how and other intellectual property rights;

e.		to borrow, to lend and to raise funds, including the issuance of bonds, promissory notes or other securities or evidence of indebtedness, as well as to enter into agreements in connection with the aforementioned;

f.		to furnish advice and to render services to enterprises and companies with which the company forms a group and to third parties;

g.		to render guarantees, to bind the company and to pledge its assets for obligations of the companies and enterprises with which it forms a group, including its subsidiaries, and on behalf of third parties;

h.		to obtain, alienate, manage and exploit real estate and items of property in general;

i.		to trade in securities and items of property in general;

as well as everything pertaining to the foregoing, relating thereto or in furtherance thereof, all in the widest sense of the word.

Chapter III.

Capital and shares. Register.

Article 4. Authorized capital.

1.		The authorized share capital amounts to two million five hundred thousand euro (EUR 2,500,000).

2.		The authorized share capital is divided into two hundred and fifty million (250,000,000) shares of one eurocent (EUR 0.01) each.

3.		All shares are in registered form.

Article 5. Certificates of shares.

1.		At the discretion of the management board or at the request of a shareholder share certificates may be issued for shares.

2.		Multiple certificates shall be issued at a shareholder’s request for such numbers of shares as shall be determined by the management board. At the holder’s request, a multiple certificate shall be exchanged for certificates of single shares up to the same nominal amount.

3.		The share certificates shall be signed by a member of the management board or by both a member of the supervisory board and a member of the management board and such signatures will be valid if reproduced on the certificates in print. One or, as the case may be, both of these signatures may also be replaced by a distinctive company stamp, provided by the company or under its supervision. If there is at least one original signature, then no company stamp described hereinabove is required.

4.		The company shall not charge any fee for the issuance and exchange of share certificates.

Article 5.A. Duplicate certificates.

In the event of the loss, theft or destruction of share certificates, the management board

		can issue duplicates.

		The management board may attach conditions to the issuance of duplicates, including the provision of security and the payment of costs by the applicant.

2.		The issuance of a duplicate shall render the original document of no value with regard to the company.

3.		The new document shall clearly state that it is a duplicate.

Article 5.B. Register of shareholders.

1.		The management board shall keep a register containing the names and addresses of all shareholders.

2.		Every holder of one or more shares and any person having a life interest or a right of pledge over one or more shares shall be obliged to provide the company in writing with their name and address.

3.		All entries and notes in a register shall be signed by a member of the management board or by a person authorised thereto by a member of the management board.

4.		Furthermore, article 85, Book 2 of the Civil Code applies to the register.

5.		Extracts from the register are not transferable.

Chapter IV. Issuance of shares. Own shares.

Article 6. Issuance of shares. Body competent to issue shares.

1.		The issuance of shares shall be effected pursuant to a resolution of the supervisory board provided that the supervisory board has been designated by the general meeting as authorized body for this purpose. Such authorization of the supervisory board shall only take place for a specific period of no more than five years and may not be extended by more than five years on each occasion.

2.		The provisions of paragraph 1 of this article shall also apply to the issuance of options to subscribe for new shares.

3.		In case the supervisory board is no longer authorized to issue shares, the general meeting shall be authorized to issue shares upon the proposal of the supervisory board.

4.		The supervisory board is authorised, provided that the supervisory board has been designated by the general meeting as the body authorized to issue shares, to issue, at the expense of a reserve of the company, with due observance of the provisions of article 31, paragraph 3, shares and options to subscribe for new shares, provided that such shares and options are issued to employees of the company under a valid employee option scheme of the company.

Article 7. Conditions of issuance. Rights of pre-emption.

1.		A resolution for the issuance of shares shall stipulate the price and further conditions of issuance.

2.		On the issuance of shares, each shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his shares. No pre-emptive rights shall exist with regard to shares issued against a contribution other than cash nor with regard to shares issued to employees of the company or employees of group companies.

3.		Shareholders shall have a similar right of pre-emption if options are granted to subscribe

		for shares.

4.		The company shall inform the shareholders of the issuance of shares in respect of which there is a right of pre-emption, or, as the case may be, the granting of options to subscribe for shares in respect of which there is a right of pre-emption, as well as the period of time during which the right of pre-emption may be exercised, with due observance of the applicable provisions of Dutch law.

5.		The right of pre-emption may, subject to due observance of the relevant provisions of the law, be limited or excluded by the supervisory board provided the supervisory board is designated as the authorized body in this respect by resolution of the general meeting for a fixed period of time not exceeding five years. Article 6 paragraph 3 shall apply correspondingly.

Article 8. Payment for shares.

1.		The full nominal amount of each share must be paid in on issue, as well as, if a share is subscribed for at a higher price, the balance of these amounts.

2.		Payment for a share must be made in cash insofar as no other manner of payment has been agreed on. Payment in foreign currency can be made only after approval by the company, which approval shall be deemed given upon acceptance of foreign currency by the company.

3.		The management board shall be authorised to enter into transactions concerning non-monetary contributions on shares, and the other transactions referred to in article 94 paragraph 1, Book 2 of the Civil Code, without the prior approval of the general meeting.

Article 9. Own shares.

1.		When issuing shares the company shall not be entitled to subscribe for its own shares.

2.		The company shall be entitled to acquire its own fully paid up shares or depository receipts in respect thereof, provided either no valuable consideration is given or provided that:

	a.		the distributable part of the net assets is at least equal to the purchase price; and

	b.		the nominal value of the shares or the depository receipts in respect thereof to be acquired by the company itself, already held by the company or pledged for the benefit of the company, or which are held by a subsidiary, does not exceed one tenth of the issued share capital.

3.		The validity of the acquisition shall be determined by the amount of the net assets according to the latest adopted balance sheet, decreased by the consideration for shares in the company’s capital or depository receipts in respect thereof and distributions of profits or by the charge of any reserve to third parties which have fallen due by the company and its subsidiaries after the balance sheet date. If more than six months of a financial year have elapsed and the annual accounts have not been adopted, any acquisition in conformity with paragraph 2 shall not be permitted.

4.		An acquisition for valuable consideration shall be permitted only if the general meeting has authorized the management board in this respect. The authorization by the general

		meeting shall be valid for a period not exceeding eighteen months. The general meeting shall stipulate in the authorization how many shares or depositary receipts in respect thereof may be acquired, how they may be acquired, and between what limits the price must be.

5.		An acquisition of shares in contravention of paragraphs 2-4 shall be void. Depositary receipts in respect of shares acquired by the company in contravention of paragraphs 2-4 shall be transferred to all members of the management board by operation of law.

6.		The transfer of shares owned by the company or depositary receipts in respect thereof held by the company shall be effected by virtue of a resolution of the management board, after approval of the supervisory board. The resolution to such transfer shall also stipulate the conditions thereof.

7.		No voting rights can be exercised in the general meeting in respect of any share belonging to the company or to any subsidiary of the company; the same applies to any share in respect of which either the company or any subsidiary holds depositary receipts. The beneficiary of a life interest in respect of a share held by the company itself or a subsidiary company is, however, not excluded from exercising the right to vote if the life interest was created before the share was held by the company or one of its subsidiaries. The company or its subsidiary may not exercise voting rights in respect of shares of which the company has a life interest.

8.		In establishing to what extent shareholders exercise voting rights, are present or are represented, shares for which no voting rights can be exercised shall not be taken into consideration.

9.		The company may take its own shares or depositary receipts in respect thereof as pledge only if:

	a.		the shares to be pledged are fully paid up;

	b.		the aggregate nominal value of the shares and depositary receipts in respect thereof to be pledged and already held or held in pledge does not exceed one-tenth of the issued capital, and

	c.		the general meeting has approved the pledge agreement.

10.

Upon the proposal of the management board — which proposal must have prior approval from the supervisory board — the general meeting shall have the power to decide to cancel shares acquired by the company in its own share capital, subject however to the statutory provisions relating hereto.

Chapter V.

Transfer of shares, rights “in rem”.

Article 10. Transfer of shares. Life interest (“vruchtgebruik”). Pledging (“pandrecht”).

Depositary Receipts.

1.		The transfer of shares and the creation and transfer of limited rights thereon shall take place in accordance with the provisions of Dutch law applicable thereto and, if applicable, in accordance with paragraphs 2 and 3 of this article.

2.		If the transfer concerns a share for which a share certificate has been issued, the

		corresponding share certificate must be delivered to the company or its duly authorized representative.

		The company or its duly authorized representative on behalf of the company can only acknowledge the transfer of such share by, at the discretion of the management board, either (i) endorsement on the share certificate or (ii) issuance of a new share certificate to the transferee, registered in the name of the transferee. The provisions of paragraph 3 of article 5 shall apply accordingly.

3.		The provisions of paragraph 2 of this article 10 shall equally apply to the transfer of shares as a consequence of foreclosure of a right of pledge.

4.		The shareholder shall have the voting rights in respect of the shares in which a life interest has been created. However, the voting rights shall accrue to the beneficiary of a life interest if it was so stipulated at the creation of the life interest. The shareholder who holds no voting rights and the beneficiary of a life interest who does hold voting rights, shall have the rights which the law attributes to holders of depository receipts issued with the company’s co-operation. The rights referred to in the preceding sentence shall not accrue to the beneficiary of the life interest who holds no voting rights.

5.		The shareholder shall have the rights resulting from a share in which a life interest has been created relating to the acquisition of newly issued shares, such as stock dividends, it being understood that he/she shall have to compensate the beneficiary of the life interest for the value of these rights insofar as the latter is entitled thereto by virtue of his/her life interest.

6.		When shares are pledged, the voting rights cannot be assigned to the pledgee. He shall not have the rights which the law attributes to holders of depository receipts issued with the company’s co-operation.

7.		The company shall not co-operate with the issuance of depository receipts in respect of its shares.

Chapter VI.

Management.

Article 11. Management Board.

1.		The management of the company shall be constituted by a management board consisting of one or more members.

2.		The number of members shall be determined by the supervisory board.

Article 12. Appointment.

1.		The members of the management board shall be appointed by the general meeting from a nomination of at least two persons for every position to be filled, which has been drawn up by the supervisory board.

2.		The general meeting shall be free to make the appointment if the supervisory board has not made any nomination within, on or before the date which is three months after the vacancy occurs.

3.		Every nomination made by the supervisory board shall be binding if made on or before the date which is three months after the vacancy occurs. The general meeting can only

disturb the binding character of the nomination by resolution passed by a majority of at least two thirds of the votes cast, which two thirds of the votes represents more than half of the issued share capital.

Article 13. Suspension and dismissal.

1.		A member of the management board may at any time be suspended or dismissed by the general meeting.

2.		With respect to any suspension or dismissal other than on the proposal of the supervisory board, the general meeting can only pass a resolution based on a majority of at least two thirds of the votes cast which two thirds of the votes represent more than half of the issued share capital.

3.		A member of the management board may at any time be suspended by the supervisory board. Such suspension may be discontinued by the general meeting at any time.

4.		Any suspension may be extended one or more times, but may not last longer than three months in the aggregate. If at the end of that period no decision has been taken on termination of the suspension, or on dismissal, the suspension shall cease.

Article 14. Remuneration.

The remuneration and further conditions of employment of every member of the management board shall be determined by the supervisory board.

Article 15. Duties of the management board. Decision making process. Allocation of duties.

1.		Subject to the restrictions imposed by these articles of association, the management board shall be entrusted with the management of the company.

2.		The management board may lay down rules regarding its own decisionmaking process. These rules shall be subject to the approval of the supervisory board.

3.		Meetings of the management board shall only be held in the Netherlands except that the management board may decide to have telephonic meetings. The management board may adopt resolutions without a meeting provided the proposal concerned is submitted to all members of the management board and none of them objects to this manner of adopting resolutions.

4.		The management board may determine which duties in particular each member of the management board will be charged with. The allocation of duties shall be subject to the approval of the supervisory board.

Article 16. Representation.

1.		The management board as such is authorized to represent the company. Each member of the management board shall also be authorized to represent the company.

2.		The management board may appoint staff members with general or limited power to represent the company. Each of those staff members shall be authorized to represent the company with due observance of any restrictions imposed on him/her. The management board shall determine such staff members’ titles.

3.		In the event of a conflict of interest between the company and a member of the management board, the company shall be represented by a member of the management

board or another person as the supervisory board shall designate for this purpose.

Article 17. Approval of decisions of the management board.

1.		The supervisory board is entitled to require such resolutions of the management board to be subject to its approval as the supervisory board shall decide. Such resolutions shall be clearly specified and notified to the management board in writing.

2.		The supervisory board is authorized to give the management board instructions concerning the general policy of the company for financial, social and economic matters. The management board shall act in accordance with such instructions.

3.		The lack of approval referred to in this article 17 does not affect the authority of the management board or its members to represent the company.

Article 18. Absence or prevention.

If a member of the management board is absent or is prevented from performing his duties, the remaining members or member of the management board shall be temporarily entrusted with the entire management of the company. If all members of the management board or the sole member of the management board are/is absent or are/is prevented from performing their duties, the management of the company shall be temporarily entrusted to the supervisory board which shall then be authorized to entrust the management temporarily to one or more persons, whether or not from among its members.

Chapter VII.

Supervisory board.

Article 19. Number of members.

1.		The company shall have a supervisory board, consisting of at least six members, with a maximum of twelve members.

2.		With due observance of the provisions of paragraph 1., the number of members of the supervisory board shall be determined by the supervisory board.

3.		Where the number of members of the supervisory board falls below six, measures shall be taken forthwith to fill the number of members. In the meantime the supervisory board shall keep all its powers.

Article 20. Appointment.

1.		All members of the supervisory board shall be appointed by the general meeting from a nomination of at least two persons for every position to be filled, which has been drawn up by the supervisory board.

2.		The provisions in paragraph 2 and 3 of article 12 shall likewise apply to an appointment by the general meeting.

3.		No person who has reached the age of seventy-two may be appointed as a supervisory board member.

Article 21. Suspension and dismissal. Retirement.

1.		Every member of the supervisory board may be suspended or dismissed by the general meeting at any time.

2.		The provisions in paragraph 2 of article 13 shall similarly apply to the suspension and dismissal of supervisory board members by the general meeting.

3.		A supervisory board member shall retire no later than at the next annual meeting held after a period of three years following his appointment. A so retired member of the supervisory board may be immediately re-elected.

4.		Every member of the supervisory board shall retire no later than on the day on which the annual meeting is held in the financial year in which he reaches the age of seventy-two.

5.		With due observance of the preceding paragraphs the supervisory board shall draw up a rotation plan.

Article 22. Remuneration.

The general meeting shall determine the remuneration for every member of the supervisory board.

Article 23. Duties and powers.

1.		It shall be the duty of the supervisory board to supervise the activities of the management board and the general course of affairs in the company and in the business connected therewith. It shall assist the management board with advice. In performing their duties, the supervisory board members shall act in accordance with the interests of the company and of the business connected therewith.

2.		With due observance of these articles of association, the supervisory board may adopt rules and regulations governing its internal proceedings and especially pertaining to voting, including voting on nomination of supervisory directors, and provisions relating to supervisory board composition and governance and to give effect to matters agreed upon in shareholder agreements.

3.		The management board shall supply the supervisory board, in due time, with the information required for the performance of its duties.

4.		The supervisory board may delegate any of its powers to committees consisting of such member or members of its body as it thinks fit; any committee so formed shall, in the exercise of the power so delegated, conform to any regulations that may be imposed on it by the supervisory board.

Article 24. Proceedings and decision-making process.

1.		The supervisory board shall elect a chairman from among its members, and a vice chairman who shall take the place of the chairman in the latter’s absence. It shall appoint a secretary, who need not be a member of the supervisory board, and shall make arrangements for his/her substitution in case of absence.

2.		In the absence of the chairman and the vice chairman at a meeting, the board members in attendance shall designate a chairman therefor.

3.		The supervisory board shall meet whenever the chairman, or two other supervisory board members, or the management board, deem(s) such necessary, but if the supervisory board has not met for six months, any supervisory board member may call a meeting.

4.		The secretary shall keep minutes of the proceedings at meetings of the supervisory board. The minutes shall be adopted in the same meeting or in the following meeting of the supervisory board and shall be signed by the chairman and the secretary as evidence

		thereof.

5.		All resolutions of the supervisory board shall be adopted by a majority of the votes cast.

6.		With the exception of article 25 paragraph 4 under a., resolutions of the supervisory board shall only be valid if passed at a meeting at which the majority of the supervisory board members are present or represented. The supervisory board may also adopt resolutions in a telephone meeting or without a meeting, provided the proposal concerned is submitted to all supervisory board members and none of them objects to this manner of adopting resolutions. The secretary shall draw up a report regarding a resolution thus adopted and shall attach the replies received to the report, which shall be signed by the chairman and the secretary.

7.		A supervisory board member may be represented by a co-member of the supervisory board authorized in writing. The expression “in writing” shall include any message transmitted by current means of communication and received in writing. A supervisory board member may not act as representative for more than one co-member.

8.		The supervisory board shall meet together with the management board as often as the supervisory board or management board deems necessary.

Article 25. Indemnification. Limited liability.

1.		The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a supervisory director, member of the management board, officer, employee or agent of the company, or is or was serving at the request of the company as a supervisory director, member of the management board, officer, director, employee, trustee or agent of another company, a partnership, joint venture, trust or other enterprise or entity, against all expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or outside of his mandate. The termination of any action, suit or proceeding by a judgement, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and not in a manner which he reasonably could believe to be in or not opposed to the best interest of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2.		The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the company to procure a judgement in its favour, by reason of the fact that he is or was a supervisory director, member of the management board, officer or agent of the company, or is or was serving at the request of the company as a supervisory director,

		member of the management board, officer, director, employee, trustee or agent of another company, a partnership, joint venture, trust or other enterprise or entity, against all expenses (including attorneys’ fees) judgements, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of his duty to the company, unless and only to the extent that the court in which such action or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.

3.		To the extent that a supervisory director, member of the management board, officer, employee or agent of the company has been successful on the merits or otherwise in defense of any action, suits of proceeding, referred to in paragraphs 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4.		Any indemnification by the company referred to in paragraphs 1 and 2 shall (unless ordered by a court) only be made upon a determination that indemnification of the supervisory director, member of the management board, officer, director, employee, trustee or agent is proper under the circumstances because he had met the applicable standard of conduct set forth in paragraph 1 and 2 of this Article 25. Such determination shall be made:

	a.		by a majority of supervisory directors who are not parties to such action, suit or proceeding, even though less than a quorum, or;

	b.		if there are no supervisory directors who are not named as parties to such action, suit or proceeding or if the supervisory directors who are not named as parties to such action, suit or proceeding so direct, by independent legal counsel in a written opinion; or

	c.		by the general meeting of shareholders.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the company in advance of the final disposition of such action, suit or proceeding upon a resolution of the supervisory board with respect to the specific case upon receipt of an undertaking by or on behalf of the supervisory director, member of the management board, officer, director, employee, trustee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the company as authorized in this article.

6.		The indemnification provided for by this article shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under the laws of the Netherlands as from time to time amended or under any by-laws, agreement, resolution of the general meeting of shareholders or of the disinterested members of the supervisory board or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a supervisory director, member of the management board, officer, director, employee, trustee or agent and shall also inure to the benefit of the heirs, executors and administrators of such a person.

7.		The company shall have the power to purchase and maintain insurance on behalf of any person who is or was a supervisory director, member of the management board, officer, employee or agent of the company, or is or was serving at the request of the company as a supervisory director, member of the management board, officer, director, employee, trustee or agent of another company, a partnership, joint venture, trust or other enterprise, or entity, against any liability asserted against him and incurred by him in any such capacity or arising out of his capacity as such, whether or not the company would have the power to indemnify him against such liability under the provisions of this article.

8.		Whenever in this article reference is made to the company, this shall include, in addition to the resulting or surviving company also any constituent company (including any constituent company of a constituent company) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify its supervisory directors, members of the management board, officers, employees and agents, so that any person who is or was a supervisory director, member of the management board, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a supervisory director, member of the management board, officer, director, employee, trustee or agent of another company, a partnership, joint venture, trust or other enterprise or entity, shall stand in the same position under the provisions of this article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

9.		No person shall be personally liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a supervisory director or member of the management board; provided, however, that the foregoing shall not eliminate or limit the liability of a supervisory director or member of the management board (1) for any breach of such individual’s duty of loyalty to the company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for any transaction from which the director derived an improper personal benefit or (4) for personal liability which is imposed by Dutch law, as from time to time amended. Any amendment, repeal or modification of this Article 25

shall not adversely affect any right or protection of any person with respect to any act or omission occurring prior to such amendment, repeal or modification.

Chapter VIII.

Annual Accounts. Profits.

Article 26. Financial year. Drawing up the annual accounts. Deposition for inspection.

1.		The fiscal year of the company shall be the calendar year.

2.		Annually, and not later than five months after the end of the fiscal year, the management board shall draw up the annual accounts, unless, by reason of special circumstances, this period is extended with a maximum extension of six months by the general meeting.

3.		Within the period referred to in paragraph 2, the annual accounts shall be deposited at the office of the company for inspection by the shareholders.

		Within this period of time, the management board shall also submit the annual report. The statement of the accountant, as mentioned in article 29, and the additional information required by virtue of the law shall be added to the annual accounts.

4.		The annual accounts shall be signed by all the members of the management board; if the signature of one or more of the members is lacking, this shall be stated and reasons given.

Article 27. Accountant.

1.		The company shall appoint an accountant to audit the annual accounts.

2.		Such appointment shall be made by the general meeting. This resolution of the general meeting shall require the approval of the supervisory board. If the general meeting fails to make an appointment, the supervisory board shall be competent to do so or, in the absence of the supervisory board members or in the event the supervisory board fails to do so, the management board shall be competent to do so. The appointment of an accountant shall not be limited by virtue of any nomination; the appointment may, at all times, be revoked by the general meeting or by the supervisory board or management board if either of the latter boards has appointed the accountant.

3.		The accountant shall issue a report on his audit examination to the supervisory board and the management board.

4.		The accountant shall give the results of his investigations in a declaration as to the faithfulness of the annual accounts.

Article 28. Submission to the supervisory board.

1.		The management board shall submit simultaneously the annual accounts and the annual report to the supervisory board.

2.		The annual accounts shall be signed by the members of the supervisory board; if the signature of one or more of them is lacking, this shall be stated and reasons given.

3.		The supervisory board shall present a report on the annual accounts to the general meeting.

Article 29. Adoption.

The company shall ensure that the annual accounts, the annual report and the information to be added by virtue of the law are kept at its office as of the date on which

		the annual meeting is convened. Shareholders, and beneficiaries of a life interest in shares to whom the right to vote the shares accrue, may inspect the documents at such place and obtain a copy thereof, free of charge.

2.		The general meeting shall adopt the annual accounts. The annual accounts may not be adopted in the event that the general meeting has been unable to inspect the accountant’s declaration referred to in article 27, paragraph 4, unless a legal ground is given in the information required to be added by law for the lack of the accountant’s declaration referred to in article 27, paragraph 4.

Article 30. Publication.

1.		The company shall publish the annual accounts within eight days following the adoption thereof. The publication shall be effected by the deposit of a complete copy in the Dutch language or, if such copy was not prepared, a copy in the French, German or English language, at the offices of the Trade Register in whose district the company has its official seat according to these articles of association. The date of adoption must be stated on the copy.

2.		If the annual accounts are not adopted within seven months of the termination of the fiscal year, in accordance with the legal requirements, then the management board shall, without further delay, publish the prepared annual accounts in the manner prescribed in paragraph 1; it shall be noted on the annual accounts that they have not yet been adopted.

3.		In the event that the general meeting shall have extended the period for the preparation of the annual accounts in accordance with article 28, paragraphs 2, then the last preceding paragraph shall apply with effect from the date falling two months from the termination of such period.

4.		A copy of the annual report, produced in the same language or in Dutch, shall, together with the additional information required by virtue of law, be published at the same time and in the same manner as the annual accounts. Insofar as the law permits, the foregoing shall not apply if copies of those documents are held at the office of the company for inspection by any person and, upon request, full or partial copies thereof are supplied at a price not exceeding the cost; the company shall make an official return thereof for filing in the Trade Register.

5.		The publication shall be effected with due observance of the applicable legal exemptions.

Article 31. Profits. Distribution.

From the profits appearing from the annual accounts as adopted, such an amount shall be reserved by the company as shall be determined by the management board which resolution requires the approval of the supervisory board. The profits remaining thereafter shall be treated in accordance with the provisions of the following paragraphs of this article.

2.		The profits remaining after the reservation referred to in paragraph 1 are at the disposal of the general meeting for distribution on the shares equally and proportionally and/or for reservation.

3.		A distribution can only take place up to the distributable part of the net assets.

4.		Distributions of profits shall take place after adoption of the annual accounts from which it shall appear that approval of such accounts has been given.

5.		The management board may, subject to due observance of article 31, paragraph 3, and article 105, paragraph 4, of Book 2 of the Civil Code and with the approval of the supervisory board resolve to pay or distribute an interim dividend or other interim distribution in anticipation of the final dividend or final distribution regarding the fiscal year concerned.

6.		On the proposal of the management board, which proposal shall require the prior approval of the supervisory board, subject to the due observance of the provisions of article 31, paragraph 3, the general meeting may resolve to make distributions at the expense of any reserve.

7.		The supervisory board or — in case the supervisory board is no longer authorised to issue shares in accordance to article 6 — the general meeting, may determine to distribute stock dividends.

Article 32. Date on which distributions become payable. Currency.

1.		The date on which dividends and other payments become payable shall be announced in accordance with article 42.

2.		The management board may resolve to make payments in the currency of the country where these payments are made payable.

3.		Any claim of a shareholder for payment shall be barred after five years have elapsed.

Chapter IX.

General meetings of shareholders.

Article 33. Annual meeting.

1.		Annually, and not later than six months after the end of the fiscal year, the annual meeting shall be held.

2.		The agenda for such meeting shall set forth, inter alia, the following points for discussion:

	a.		the annual report;

	b.		adoption of the annual accounts;

	c.		appropriation of profits;

	d.		discharge of supervisory directors and management directors;

	e.		filling of any vacancies in the management board and/or supervisory board and if necessary the appointment of the accountants;

	f.		other proposals put forward for discussion and announced with due observance of article 35 by the supervisory board, the management board or by shareholders or beneficiaries of a life interest or pledgees to whom the voting rights have been granted, representing, in the aggregate, at least one-tenth of the issued capital.

Article 34. Other meetings.

1.		Other general meetings of shareholders shall be held as often as the management board or the supervisory board deems such necessary.

2.		Shareholders, and beneficiaries of a life interest to whom the voting right have been granted, representing in the aggregate at least one-tenth of the issued capital, may request the management board to convene a general meeting of shareholders, stating the subjects to be discussed. If the management board has not convened a meeting within four weeks in such a manner that the meeting can be held within six weeks after the request has been made, the persons who have made the request shall be authorized to convene a meeting themselves.

Article 35. Convocation. Agenda.

1.		General meetings of shareholders shall be convened by the management board.

2.		The convocation shall be given no later than on the fifteenth day prior to the date of the meeting.

3.		The convocation shall specify the subjects to be discussed. Subjects that were not specified in the notification may be announced at a later date, subject to due observance of the requirements set out in this article.

4.		The convocation shall be made in the manner stated in article 42.

Article 36. The entire capital is represented.

As long as the entire issued capital is represented at a general meeting of shareholders, valid resolutions can be adopted on all subjects brought up for discussion, even if the formalities prescribed by law or by the articles of association for the convocation and holding of meetings have not been complied with, provided such resolutions are adopted unanimously.

Article 37. Place of the meetings.

The general meetings of shareholders shall be held in Amsterdam, Rotterdam, The Hague or Schiphol Airport (municipality Haarlemmermeer). In meetings held elsewhere, resolutions can be validly adopted provided the entire issued capital is present.

Article 38. Chairmanship.

1.		The general meetings of shareholders shall be presided over by the chairman of the supervisory board or, in his absence, by the vice chairman of the supervisory board; in the event that the latter is also absent, the supervisory board members present shall elect a chairman from their midst. The supervisory board may designate another person to act as chairman of a general meeting of shareholders.

2.		If the chairman has not been appointed in accordance with paragraph 1, the shareholders present at such meeting shall, themselves, choose a chairman.

3.		The chairman may adopt rules regarding, inter alia, the length of time for which persons in attendance may speak.

		The chairman may determine other rules if he considers this desirable with a view to the orderly proceedings of the meeting.

Any matters regarding the proceedings at the general meeting of shareholders for which these articles of association contain no provisions shall be decided upon by the chairman with due observance of the provisions of article 13 of Book 2 of the Civil Code.

Article 39. Minutes. Records.

1.		Minutes of the proceedings at any general meeting of shareholders shall be kept by a secretary to be designated by the chairman. The minutes shall be confirmed by the chairman and the secretary and shall be signed by them as proof thereof.

2.		The supervisory board, the chairman or the person who has convened the meeting may determine that notarial minutes of the proceedings of the meeting shall be drawn up. The notarial minutes shall be co-signed by the chairman.

3.		The management board shall keep a record of the resolutions made at this general meeting. If the management board is not represented at a general meeting, the chairman of the meeting shall provide the management board with a transcript of the resolutions made as soon as possible after the meeting. The records shall be deposited at the offices of the company for inspection by the shareholders and the holders of depositary receipts.

		Upon request, each of them shall be provided with a copy or an extract of such record at not more than the actual cost thereof. Shareholders in this respect shall include beneficiaries of a life interest who hold voting rights.

Article 40. Meeting rights. Admittance.

1.		The management board may determine that any person entitled per a certain date, such date to be determined by the management board (hereinafter: the “record date”), to attend the general meeting of shareholders, may attend the general meeting of shareholders if (i) they are as such registered in a register (or one or more parts thereof) designated for that purpose by the management board, and (ii) at the request of the applicant the holder of the register has notified the company in writing prior to the general meeting that such applicant has the intention to attend the general meeting of shareholders, regardless of who will be applicant at the time of the general meeting of shareholders. The notification will state the name and the number of shares for which the applicant is entitled to attend the general meeting. The provision under (ii) on the notification to the company will also apply to a proxy authorized in writing by an applicant.

2.		The record date referred to in paragraph 1 of this article and the date on which the notification of the intention to attend the general meeting of shareholders shall have been given at the latest, referred to in paragraph 1 of this article, cannot be fixed earlier than at a time on the seventh day, and not later than at a time on the third day, prior to the date of the general meeting of shareholders. The convocation of the general meeting of shareholders will include said times, the place of the meeting, the proceedings for registration and/or notification and, if share certificates have been issued, share certificates must be lodged not later than on the date referred to in the convocation of the meeting, at the place referred to in such convocation.

3.		In case the management board does not exercise the power to set a record date as

		referred to in paragraph 1 of this article, paragraphs 4, 5 and 6 of this article apply.

4.		Each shareholder entitled to vote and each beneficiary of a life interest or pledgee to whom the voting rights accrue shall be entitled to attend the general meeting of shareholders, to address the meeting and to exercise his voting rights.

		The management board must be notified in writing of the intention to attend the meeting and, if share certificates have been issued, share certificates must be lodged not later than on the date referred to in the notice of the meeting, at the place referred to in such notice. The notice of the intention to attend the meeting must be received by the management board not later than on the date referred to in the notice of the meeting.

5.		The right to take part in the meeting in accordance with paragraph 4 may be exercised by a proxy authorised in writing, provided that the power of attorney has been received by the management board not later than on the date referred to in the notice of the meeting.

6.		The date referred to in the notice of the meeting, referred to in paragraphs 4 and 5 of this article, cannot be earlier than the seventh day prior to the date of the meeting.

7.		If the voting rights on a share accrue to the beneficiary of a life interest or to a pledgee, instead of to the shareholder, the shareholder is also authorized to attend the general meeting of shareholders and to address the meeting, provided that the management board has been notified of the intention to attend the meeting in accordance with paragraph 4 of this article, and, where share certificates have been issued, the lodging as prescribed by paragraph 4 of this article has taken place. Paragraph 5 of this article applies accordingly.

8.		Each share confers the right to cast one vote.

9.		Each person entitled to vote or his proxy shall sign the attendance list.

10.		The members of the supervisory board and of the management board shall, as such, have the right to advise the general meeting of shareholders.

11.		The chairman shall decide whether persons other than those who shall be admitted in accordance with the above provisions of this article shall be admitted to the meeting.

Article 41. Votes.

1.		Insofar as no greater majority is prescribed by law or these articles of association, all resolutions of the general meeting shall be adopted by a majority of the votes cast.

2.		To the extent (i) the general meeting of shareholders has the authority to vote on the matters listed below, (ii) the authority to vote on the matters listed below has not been delegated to another corporate body of the company and (iii) there is a person that alone or together with a group (beneficially) holds more than fifteen percent (15%) of the issued and outstanding share capital of the company, the general meeting may only adopt resolutions by a majority consisting of at least eighty percent (80%) of the entire issued and outstanding share capital:

to the extent the management board is not authorized to do so pursuant to sections 2:331.1 or 2:334ff.1 Dutch Civil Code, a resolution for a legal merger, legal de merger, dissolution, liquidation and legal division with or to any person;

	b.		to the extent the general meeting has not designated the supervisory board as authorized body to issue shares and without prejudice to the right of the general meeting of shareholders to designate the supervisory board to that extent, a resolution to issue shares to all shareholders, including to a person that, alone or together with a group, (beneficially) holds more than fifteen percent (15%) of the issued and outstanding share capital of the company or (beneficially) held more than fifteen percent (15%) of the issued and outstanding share capital of the company at any time since the first day of January two thousand;

	c.		in case the supervisory board is no longer authorized to issue shares in accordance to article 6, but without prejudice to the right of the general meeting to designate the supervisory board to that extent, a resolution to distribute profits or to distribute reserves in the form of stock dividend to all shareholders, including to a person that, alone or together with a group company, (beneficially) holds more than fifteen percent (15%) of the issued and outstanding share capital of the company or (beneficially) held more than fifteen percent (15%) of the issued and outstanding share capital of the company at any time since the first day of January two thousand;

	d.		without prejudice to the right of the general meeting to authorize the management board to resolve that the company shall acquire shares in its own capital or depositary receipts for those shares for a valuable consideration, which authorization is valid for a maximum period of eighteen (18) months, any acquisition of the company, for a valuable consideration, of shares in its own capital or of depositary receipts of those shares from all shareholders, including from a person that, alone or together with a group, (beneficially) holds more than fifteen percent (15%) of the issued and outstanding share capital of the company or (beneficially) held more than fifteen percent (15%) of the issued and outstanding share capital of the company at any time since the first day of January two thousand;

	e.		any transaction with a person that, alone or together with a group, (beneficially) holds more than fifteen percent (15%) of the issued and outstanding share capital of the company or (beneficially) held more than fifteen percent (15%) of the issued and outstanding share capital of the company at any time since the first day of January two thousand that would otherwise require shareholder approval.

			This paragraph does not create any additional rights for the general meeting that it does not already have under Dutch law or these articles of association.

If, in an election of persons, a majority is not obtained, a second vote shall be taken. If, again, a majority is not obtained, further votes shall be taken until either one person obtains the absolute majority or the election is between two persons who have received an equal number of votes. In the event of a further election (not including the second free vote), the election shall be between the persons who participated in the preceding election, with the exception of the person who received the smallest number of votes in

		that preceding election. If, in that preceding election, more than one person received the smallest number of votes, it shall be decided by lot who of these persons shall no longer participate in the new election. If the votes are equal in the election between the two, it shall be decided by lot who is to be chosen. If there is a tie vote in a vote for the election of persons out of a binding list of nominees, the first person on that list shall be elected.

4.		If there is a tie vote on a matter other than a vote for the election of persons, the proposal shall be rejected.

5.		Votes need not be held in writing. The chairman is, however, entitled to decide that a vote shall be by secret ballot. If the vote concerns an election of persons, any person present at the meeting and entitled to vote can also demand a vote by a secret ballot.

6.		Abstentions and invalid votes shall not be counted as votes that have been cast.

7.		Voting by acclamation shall be allowed if none of the persons present and entitled to vote objects to it.

8.		The chairman’s decision at the meeting about the outcome of a vote shall be final and conclusive. The same shall apply to the contents of an adopted resolution regarding the voting on an unwritten proposal. If, however, the correctness of that decision is challenged immediately after its pronouncement, a new vote shall be taken if either the majority of the persons present and entitled to vote so requests, or, if the original voting was taken by roll call or in writing, any person present and entitled to vote so requests. As a result of the new vote, the original vote shall have no legal consequence and shall be cancelled.

Chapter X.

Convocation and notification.

Article 42.

1.		All announcements for the general meetings of shareholders, all notifications concerning dividend and other payments and all other communications to holders of registered shares shall be effected by means of letters to the shareholders mailed to the addresses as shown in the register of shareholders.

2.		The expression “shareholders” in paragraph 1 shall include the beneficiaries of a life interest and pledgees to which the voting rights on shares accrue.

Chapter XI.

Amendment of the articles of association and dissolution. Liquidation.

Article 43. Amendment of the articles of association. Dissolution.

When a proposal to amend the articles of association or to dissolve the company is to be submitted to the general meeting, such must be mentioned in the notice of the general meeting of shareholders and, if an amendment to the articles of association is to be discussed, a copy of the proposal, setting forth the text of the proposed amendment verbatim, shall at the same time be deposited for inspection at the company’s office, and shall be held available for shareholders as well as for beneficiaries of a life interest and pledgees to whom the voting rights on shares accrue, free of charge until the end of the meeting.

A proposal to amend the articles of association to legally merge or to dissolve the company shall require prior approval of the supervisory board.

Article 44. Liquidation.

1.		In the event of dissolution of the company by virtue of a resolution of the general meeting, the members of the management board shall be charged with the liquidation of the business of the company, and the members of the supervisory board with the supervision thereof.

2.		During liquidation, the provisions of these articles of association shall remain in force to the extent possible.

3.		The balance remaining after payment of creditors shall be transferred to the shareholders.

4.		The liquidation shall take place in accordance with the provisions of Section 1 of Volume 2 of the Civil Code.

Article 45. Transitional provision.

Each issued bearer share is hereby converted into one (1) registered share. Holders of bearer shares cannot exercise the rights attached to their shares until they have handed in their share certificate(s) to the company and are registered in the register referred to in article 5.B. (new). This article shall lapse and shall cease to be effective upon receipt by the company of the share certificate(s) referred to in this article.

Exhibit 10.1(a)

Chicago Bridge & Iron 1997 Long-Term Incentive Plan
Agreement and Acknowledgment of Restricted Stock Award

This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the 1997 Chicago Bridge & Iron Long-Term Incentive Plan (the “Plan”) of Chicago Bridge & Iron Company, a Delaware corporation (the “Company”), states the terms of and your rights concerning the Restricted Stock Units (“Units”) hereby awarded to you pursuant to the Plan.

This Agreement is subject to the terms of the Plan (which is incorporated in this Agreement by this reference) which describes your rights and the conditions and limitations affecting those rights. Together, the Plan and this Agreement state all of the rights and obligations of the parties concerning this Restricted Stock Award. Unless defined otherwise, all capitalized terms used in this Agreement shall have the same meaning as used in the Plan.

The award represented by this Agreement is not valid unless you sign and return the Agreement and Acknowledgement on the last page.

Overview of Your Restricted Stock Units

Number of Restricted Stock Units Granted:

Date of Grant: ___________

Date(s) of Lapse of Period of Restrictions:

Other Terms and Conditions

1. Form of Award.

This is an award of Restricted Stock Units, with each Unit being a bookkeeping unit representing your right to be issued and to receive a common share (“Share”) of the Company’s parent, Chicago Bridge & Iron Company N.V. (“Parent”) upon the lapse of risks of forfeiture and restrictions on such Units during the Period of Restriction specified on page 1.

2. Termination of Employment.

If your employment with the Company or any of its Subsidiaries or affiliated companies terminates during the Period of Restriction, your Restricted Stock Units which are not then vested shall be forfeited as of the date of your termination of employment. Notwithstanding the foregoing, if that termination of employment is a result of death, Retirement (as defined below), Disability or dismissal for

the convenience of the Company (other than involuntary termination of employment for willful misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) during the Period of Restriction, Restricted Stock Units shall vest and become nonforfeitable and the Period of Restrictions shall terminate.

For purposes of this Agreement, “Retirement” shall mean a termination of employment that is a “Retirement” as defined in the Plan but only if such a termination of employment also is (i) not the result of an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, (ii) not to enable your taking employment with a company engaged in the engineering or design, materials procurement, fabrication, erection, repair, or modification of steel tanks or other steel plate structures and associated systems unless such employment has the prior written approval of the Committee, and (iii) upon advance written notice to the Committee and agreement on such terms and conditions which the Committee in its sole discretion deems appropriate to achieve a smooth transition of duties.

3. Dividends and Voting.

If during the Period of Restriction:

(a) cash dividends are paid on Shares, the Company will make an annual payment to you, in the form of compensation, in an amount equivalent to such cash dividends with respect to Shares represented by the Restricted Stock Units which have been awarded to you and which have not been forfeited, or, at the Company’s sole discretion, make such payments at the time such dividends are paid; and

(b) dividends in Shares are paid on Shares, you shall be credited with additional Restricted Stock Units in respect of such additional Shares, which shall be subject to the same restrictions and terms and conditions of the Plan and this Agreement as the Restricted Stock Units with respect to which they were credited.

You may not direct the voting of the Shares represented by the Restricted Stock Units during the Period of Restriction until the Shares have been issued and you are informed that voting rights have been passed through to you.

4. Unit Restrictions.

The Restricted Stock Units awarded under this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, by operation of law or otherwise, until the applicable Date(s) of Lapse of Period of Restrictions. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, before the applicable Date(s) of Lapse of Period of Restrictions, all Units not previously vested shall be forfeited as of the date of such pledge, transfer, disposition, attachment, execution, garnishment or lien.

The Shares issued in respect of Restricted Stock Units granted under this Agreement shall be freely transferable by you on the applicable Date(s) of Lapse of Period of Restrictions specified above. The Company will deliver to you (or if you have died, to your Beneficiary), certificates for the Shares issued in respect of Units which have not been forfeited as soon as practicable after the Date(s) of Lapse of Period of Restrictions specified above.

5. Change in Control Vesting Not Applicable

Article 13 of the Plans (“Change in Control”) shall not apply to this Award. Accordingly, the restriction period and restrictions on this Restricted Stock Award shall not lapse by reason of any event that is a Change in Control.

6. Limitations of Other Law

In the event that applicable law of any jurisdiction may, as determined in the sole discretion of the Committee, limit, impede, restrict or prohibit any issuance of Restricted Stock Units pursuant to the Plan or this Agreement or any of their terms, then this Agreement shall, in the sole discretion of the Committee, be amended to the extent necessary, or rescinded, to comply with any such law.

7. Retention Options

If your Restricted Stock Shares or Units vest while you are actively employed by the Company or any of its Subsidiaries or affiliated companies, you shall automatically be granted Options (“Retention Options”) on the following terms and conditions to purchase a number of Shares of the Company’s common stock equal to 40% of the number of Restricted Stock Shares or Units that vest.

(a) The Option Grant Date is the date that the respective Restricted Stock vests. The Option Price is the closing price of the Shares on the Grant Date.

(b) The vested Restricted Stock Shares issuable to you are called the “Retention Shares.” If you have elected to have the Company retain Shares to cover required tax withholding, the net Shares issuable to you are the Retention Shares. The Retention Shares will be credited to an account set up for the participant at Salomon Smith Barney in Chicago.

(c) The Retention Options that have not terminated earlier as provided in subsection (d) will vest and become exercisable seven (7) years from Grant Date. However, vesting will be accelerated to three (3) years from Grant Date if as of that date all of the Retention Shares are still (and have continuously been) held by the you, except for the following permitted transfers:

(1) You may transfer of all or part of the Retention Shares by gift to a Permitted Transferee. For this purpose a “Permitted Transferee” is any one or more of (i) your spouse, (ii) your lineal descendants, (iii) your lineal ancestors, (iv) the spouses of your lineal descendants or lineal ancestors, (v) a trust all the beneficiaries of which are yourself or persons described in clauses (i) through (iv), or (vi) a family partnership all the partners of which, are yourself or persons described in clauses (i) through (iv). A Permitted Transferee need not retain the Retention Shares, but you will not be entitled to acceleration of exercise of your Retention Options if a Permitted Transferee disposes of the Retention Shares, other than by gift to another Permitted Transferee, before the third (3 ^rd ) anniversary of the Date of Grant. The Committee may require transferred Retention Shares to be maintained in an account for the Permitted Transferee at Salomon Smith Barney.

(2) You or your Permitted Transferee may sell or otherwise dispose of the Retention Shares after a termination of your employment with the Company if, but only if, that termination of employment is a result of death, Retirement, Disability or dismissal for the convenience of the Company (other than involuntary termination of employment for willful

misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) (a “Regular Termination”).

(d) The Retention Options will terminate 10 years from the Grant Date (the “Option Term”) and will terminate earlier upon or following certain terminations of employment with the Company or any of its Subsidiaries or affiliated Companies, depending on the circumstances of the termination of employment, as follows:

(1) If your employment terminates during the Option Term other than by a Regular Termination, your Retention Options (whether or not they have yet become exercisable under subsection (c)) will terminate on your termination of employment.

(2) If your employment terminates during the Option Term by a Regular Termination, your Retention Options that are not then vested and exercisable will be vested and will become exercisable after termination of employment as provided in subsection (c) above unless sooner terminated under (3), (4) and (5) below.

(3) If your employment terminates during the Option Term by reason of death, or Disability which does not qualify as Retirement, your Retention Options will terminate one year after the date of death or Disability (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term;

(4) If your employment terminates during the Option Term by reason of Retirement, your Retention Options will terminate five years after the date of such Retirement (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term;

(5) If your employment terminates during the Option Term due to dismissal for the convenience of the Company, other than an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, your Retention Options will terminate three months after the date your employment terminates (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term.

(e) You may exercise your Retention Options only in a manner and at a time in accordance with procedures adopted by the Committee in accordance with the Plan. During your lifetime, your Retention Options shall be exercisable only by you or your Permitted Transferee. You may not assign or transfer any interest in your Retention Options, whether voluntarily or involuntarily, by operation of law or otherwise, except by will or the laws of descent and distribution, or by designation of a beneficiary in accordance with the provisions of the Plan, or by gift to a Permitted Transferee in accordance with procedures approved by the Committee.

Please acknowledge your designation by the Committee to participate in the Plan and this Agreement, and your agreement to abide by the provisions of the Plan as amended and this Agreement, by signing below and returning a copy of the entire agreement including this page in the enclosed envelope to the attention of Sally Humphrey, Plainfield Human Resources by Friday, May 6, 2005.

Agreement and Acknowledgment

By signing a copy of this Agreement and returning it to Human Resources, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which may limit my eligibility to receive and to vest in Restricted Stock. Without limiting the generality of the preceding sentence, I understand that (1) my right to acquire Shares in respect of my Restricted Stock Units is conditioned upon my continued employment with Chicago Bridge & Iron Company or its eligible Subsidiaries or Affiliates through the end of the applicable Period of Restrictions as set forth above in this Agreement and the Plan.



		Participant

Date:______________________________

Exhibit 10.1(b)

Chicago Bridge & Iron 1997 Long-Term Incentive Plan
Agreement and Acknowledgment of Performance Share Grant

This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the Chicago Bridge & Iron 1997 Long-Term Incentive Plan (the “Plan”) states the terms of, and your rights concerning, Performance Shares hereby awarded to you pursuant to the Plan.

The attached copy of the Plan as amended (which is incorporated in this Agreement by this reference) describes your rights and the conditions and limitations affecting those rights. Together, the Plan and this Agreement state all of the rights and obligations of the parties concerning this Performance Share Award. If there is any inconsistency between this Agreement and the Plan, the Plan shall govern. Unless defined otherwise, all capitalized terms used in this Agreement shall have the same meaning as used in the Plan.

Overview of Your Performance Shares

	1.		Number of Performance Shares Granted: ___

			The number of Performance Shares issued is subject to adjustment as provided below under “Performance Share Adjustments.”

	2.		Date of grant: ___

	3.		Performance Periods:

			_______________

			_______________

			_______________

			Performance Target:

			Earnings per Share (income from continuing operations per diluted share, excluding special charges, as reported to shareholders) (“EPS”) in each Performance Period as noted in Paragraph 5(b).

	4.		Performance Share Adjustments:

(a) The number of target Shares for you for each Performance Period will be one-third of the number of Performance Shares specified in item 1. You will be awarded that number of Shares at the end of each Performance Period if EPS in that Performance Period equals target EPS.

(b) If EPS in a Performance Period exceeds or falls short of target EPS, you will be awarded a number of Shares at the end of that Performance Period determined under the following table by applying the “payout percentage” determined by Performance Period EPS to your target shares for such Performance Period, with the “payout percentage” for EPS between table amounts determined by linear interpolation.

Minimum

Maximum -

___% of

Target

___% of

EPS Range

Target

EPS

Target

Payout Percent

—

___

(c) No Shares will be issued for any Performance Period if the EPS for that year is less than ___% of target EPS as noted for each year. A maximum of ___% of the number of target shares will be issued for any Performance Period if the EPS for that year is equal to or greater than ___% of target EPS as noted for each year.

Vesting:

Shares earned based on EPS performance and not otherwise forfeited as provided below upon termination of employment are 100% vested as of the end of the applicable Performance Period.

Other Terms and Conditions

1. Termination of Employment.

If your employment with the Company or any of its Subsidiaries or affiliated companies terminates during the Performance Period, your Performance Shares which are not then vested shall be forfeited as of the date of your termination of employment. Notwithstanding the foregoing, if that termination of employment is a result of death, Retirement (as defined below), Disability or dismissal for the convenience of the Company (other than involuntary termination of employment for willful misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) during a Performance Period in which the Performance Shares are earned based on EPS for that Performance Period, then such earned Performance Shares shall be awarded and vest as of the end of that Performance Period upon the certification by the Committee that Performance Shares are earned.

For purposes of this Agreement, “Retirement” shall mean a termination of employment that is a “Retirement” as defined in the Plan but only if such termination of employment also is (i) not the result of an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, (ii) not to enable your taking employment with a company engaged in the engineering or design, materials procurement, fabrication, erection, repair, or modification of steel tanks or other steel plate structures and associated systems unless such employment has the prior written approval of the Committee, and (iii) upon advance written notice to the Committee and agreement on such terms and conditions which the Committee in its sole discretion deems appropriate to achieve a smooth transition of duties.

2. Manner of Payment

Performance Shares will be issued to you as soon as practicable after the Committee has certified the number of Performance Shares earned for the Performance Period.

3. Dividends and Voting

If Performance Shares are earned as of the end of a Performance Period and:

(a) cash dividends are paid on such Shares after the end of the Performance Period but before the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will pay you at the time the Performance Shares are issued (or cash in lieu of Shares is paid) an amount equal to such cash dividends;

(b) dividends in Shares are paid on such Shares after the end of the Performance Period but before the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will issue you at the time the Performance Shares are issued (or cash in lieu of Shares is paid) additional Shares (or cash equal to the Fair Market Value of Shares as of the date immediately preceding the date of distribution) representing such dividends.

No Shares or cash amount will be issued or paid in respect of dividends paid during or before the Performance Period in which the Performance Shares are earned. Shares may not be voted unless and until actually issued to you following the applicable Performance Period.

4. Share Restrictions

Shares issued to you shall not be restricted except for such limitations on transferability as may be imposed by applicable law.

5. Change of Control

The provisions of Article XIII of the Plan (“Change in Control”) will apply unless the Change in Control results from a Growth Transaction. A “Growth Transaction” is the issuance of Shares by the Company to a person (a “Transaction Owner”) as consideration for the purchase by the Company directly or indirectly of ownership interests or assets of a business or as part of an arrangement for financing the purchase by the Company directly or indirectly of ownership interests or assets of a business, or the sale of such Shares by a Transaction Owner (or a third party who acquired such Shares from the Transaction Owner) to another Transaction Owner or third party, provided in either case that the acquiring Transaction Owner or third party is subject to an agreement (a “Shareholder Agreement”) between the Company and such person that limits the ability of such person and its affiliates to obtain and exercise control over the management and policies of the Company. However, a “Growth Transaction” will not include any transaction that would remain a “Change in Control” as defined in Section 2.7 of the Plan if “66.5%” were substituted for “25%” in subsection 2.7(a) of the Plan. If a Growth Transaction occurs or has occurred, a Change in Control shall be deemed to occur if the acquiring Transaction Owner or third party materially breaches the Shareholder Agreement entered into in connection with the Growth Transaction.

If you have a separate agreement with the Company providing for the treatment of your Performance Shares upon a Change in Control, that agreement will govern to the extent that treatment is more favorable to you than the provisions of this Section.

6. Limitations of Other Law

In the event that applicable law of any jurisdiction other than the United States and its possessions may, as determined in the sole discretion of the Committee, limit, impede, restrict or prohibit any issuance

of Performance Shares pursuant to the Plan or this Agreement, or the full intent and purpose of any such grant, due to the location of your employment, residency or citizenship as of the date of this Agreement, then this Agreement shall, in the sole discretion of the Committee, be amended to the extent necessary, or rescinded, to comply with any such law.

7. Retention Options

If your Performance Shares vest while you are actively employed by the Company or any of its Subsidiaries or affiliated companies, you shall automatically be granted Options (“Retention Options”) on the following terms and conditions to purchase a number of Shares of the Company’s common stock equal to 40% of the number of Performance Shares that vest.

(a) The Option Grant Date is the date that the respective Performance Shares vest. The Option Price is the closing price of the Shares on the Grant Date.

(b) The vested Performance Shares issuable to you are called the “Retention Shares.” If you have elected to have the Company retain Shares to cover required tax withholding, the net Shares issuable to you are the Retention Shares. The Retention Shares will be credited to an account set up for the participant at Salomon Smith Barney in Chicago.


		Committee for the
		Chicago Bridge & Iron
		Long-Term Incentive Plan

Please acknowledge your designation by the Committee to participate in the Plan and this Agreement, and your agreement to abide by the provision of the Plan and this Agreement, by signing below and promptly returning a copy of the entire agreement including this page in the enclosed envelope to the attention of Sally Humphrey, Plainfield Human Resources by Friday, May 6, 2005.

Agreement and Acknowledgment

By signing a copy of this Agreement and returning it to Chicago Bridge & Iron Company, I acknowledge that I have read this Agreement and the Plan, and that I fully understand all of my rights and obligations under this Agreement and the Plan, as well as all of the terms and conditions which may affect my receipt of Performance Shares. Without limiting the generality of the preceding sentence, I understand that my right to receive Performance Shares is conditioned upon my continued employment with Chicago Bridge & Iron Company or its eligible Subsidiaries or Affiliates through the end of the applicable Performance Period as set forth above in this Agreement and the Plan.



		Participant

Date:____________________________

Exhibit 10.2(a)

Chicago Bridge & Iron 1999 Long-Term Incentive Plan
Agreement and Acknowledgment of Restricted Stock Award

This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the 1999 Chicago Bridge & Iron Long-Term Incentive Plan (the “Plan”) of Chicago Bridge & Iron Company, a Delaware corporation (the “Company”), states the terms of and your rights concerning the Restricted Stock Units (“Units”) hereby awarded to you pursuant to the Plan.

The award represented by this Agreement is not valid unless you sign and return the Agreement and Acknowledgement on the last page.

Overview of Your Restricted Stock Units

Number of Restricted Stock Units Granted:

Date of Grant: ___________

Date(s) of Lapse of Period of Restrictions:

Other Terms and Conditions

1. Form of Award.

2. Termination of Employment.

3. Dividends and Voting.

If during the Period of Restriction:

4. Unit Restrictions.

5. Change in Control Vesting Not Applicable

6. Limitations of Other Law

7. Retention Options

(a) The Option Grant Date is the date that the respective Restricted Stock vests. The Option Price is the closing price of the Shares on the Grant Date.

misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) (a “Regular Termination”).

Agreement and Acknowledgment



		Participant

Date:_______________________

Exhibit 10.2(b)

Chicago Bridge & Iron 1999 Long-Term Incentive Plan
Agreement and Acknowledgment of Performance Share Grant

This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the Chicago Bridge & Iron 1999 Long-Term Incentive Plan (the “Plan”) states the terms of, and your rights concerning, Performance Shares hereby awarded to you pursuant to the Plan.

Overview of Your Performance Shares

	1.		Number of Performance Shares Granted: ___

			The number of Performance Shares issued is subject to adjustment as provided below under “Performance Share Adjustments.”

	2.		Date of grant: ___

	3.		Performance Periods:

			_______________

			_______________

			_______________

			Performance Target:

			Earnings per Share (income from continuing operations per diluted share, excluding special charges, as reported to shareholders) (“EPS”) in each Performance Period as noted in Paragraph 5(b).

	4.		Performance Share Adjustments:

Minimum

Maximum -

___% of

Target

___% of

EPS Range

Target

EPS

Target

Payout Percent

—

___

Vesting:

Shares earned based on EPS performance and not otherwise forfeited as provided below upon termination of employment are 100% vested as of the end of the applicable Performance Period.

Other Terms and Conditions

1. Termination of Employment.

2. Manner of Payment

Performance Shares will be issued to you as soon as practicable after the Committee has certified the number of Performance Shares earned for the Performance Period.

3. Dividends and Voting

If Performance Shares are earned as of the end of a Performance Period and:

4. Share Restrictions

Shares issued to you shall not be restricted except for such limitations on transferability as may be imposed by applicable law.

5. Change of Control

6. Limitations of Other Law

7. Retention Options

(a) The Option Grant Date is the date that the respective Performance Shares vest. The Option Price is the closing price of the Shares on the Grant Date.


		Committee for the Chicago Bridge & Iron Long-Term Incentive Plan

Agreement and Acknowledgment



		Participant

Date:__________________________

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald M. Glenn, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


		/s/ GERALD M. GLENN

		Gerald M. Glenn
		Chief Executive Officer

Date: August 8, 2005

Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard E. Goodrich, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


		/s/ RICHARD E. GOODRICH

		Richard E. Goodrich
		Chief Financial Officer

Date: August 8, 2005

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chicago Bridge & Iron Company N.V. (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald M. Glenn, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ GERALD M. GLENN

Gerald M. Glenn
Chief Executive Officer
August 8, 2005

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chicago Bridge & Iron Company N.V. (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard E. Goodrich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ RICHARD E. GOODRICH

Richard E. Goodrich
Chief Financial Officer
August 8, 2005