SHAREHOLDER AGREEMENT



                  This Shareholder Agreement (this "Agreement") dated as of

February 7, 2001 is by and among Pitt-Des Moines, Inc., a Pennsylvania

corporation ("PDM"), Chicago Bridge & Iron Company N.V., a company organized

under the laws of the Netherlands ("CB&I"), and certain shareholders of CB&I.



                  WHEREAS, PDM, CB&I and CB&I Constructors, Inc., a Texas

corporation ("CB&I Sub"), are simultaneously entering into that certain Asset

Purchase Agreement of even date herewith (the "Purchase Agreement") pursuant to

which CB&I and CB&I Sub are purchasing certain assets of PDM, and PDM is

receiving in partial consideration for such assets 2,848,172 CB&I Shares (as

defined in the Purchase Agreement);



                  WHEREAS, it is a condition to the consummation of such

transactions that PDM and CB&I enter into this Agreement and the Standby Funding

Agreement (as hereinafter defined); and



                  WHEREAS, the parties hereto desire to enter into this

Agreement to provide for certain rights and restrictions with respect to the

CB&I Shares for the benefit of PDM, and for the benefit of CB&I, its

shareholders and other constituencies so as to serve the long-term interests of

CB&I, its shareholders and other constituencies.



                  NOW, THEREFORE, in consideration of the premises and the

representations, warranties, covenants and agreements contained in this

Agreement, the parties hereby agree as follows:



                                   ARTICLE I

                                   DEFINITIONS



         Section 1.01 Certain Definitions.



                  "Affiliate" means any corporation, partnership or other person

directly, or indirectly through one or more intermediaries, controlling,

controlled by or under common control with any Holder or any Shareholder, as the

case may be, and shall include any person acting on behalf of any Holder or any

Shareholder or Affiliate of any of them, as the case may be. For purposes of the

preceding sentence, "control" (including the terms "controlling," "controlled

by" and "under common control with") means possession, directly or indirectly,

of the power to direct or cause direction of management and policies of a person

through ownership of securities, by contract, pursuant to a voting trust or

otherwise. Notwithstanding the foregoing, a company will not be an Affiliate of

PDM due solely to a minority stock or board position.







{PAGE}   2



                  "Articles of Association" means the articles of association of

CB&I, as amended from time to time.



                  "Associate" has the meaning assigned to such term in Rule

12b-2 under the Exchange Act.



                  A Person shall be deemed to "beneficially own," to have

"beneficial ownership" of, or to be "beneficially owning" any Securities (which

Securities shall also be deemed "beneficially owned" by such Person) that such

Person is deemed to "beneficially own" within the meaning of Rule 13d-3 under

the Exchange Act.



                  "Business Combination" means a merger, combination or

consolidation (whether or not CB&I or a Subsidiary of CB&I is the surviving

entity in such transaction), tender offer or share exchange (whether for all or

part of the outstanding Securities of CB&I or any Subsidiary), business

combination, sale of significant assets, dissolution, liquidation or similar

transaction involving CB&I or any Subsidiary or division of CB&I.



                  "CB&I Call" has the meaning provided in Section 4.01.



                  "CB&I Shares" has the meaning provided in the Purchase

Agreement.



                  "CB&I Stock" means the common stock of CB&I, par value NLG .01

per share.



                  "Call Notice" has the meaning provided in Section 4.01.



                  "Commission" means the Securities and Exchange Commission of

the United States or any other U.S. federal agency at the time administering the

Securities Act.



                  "Continuing Directors" means, as of any date of determination,

any member of the Supervisory Board who (i) was a member of the Supervisory

Board on the date of this Agreement or (ii) was nominated for election to the

Supervisory Board with the affirmative vote of a majority of the Continuing

Directors who were members of such Board at the time of such nomination or

election, or who was elected or appointed in the ordinary course by Continuing

Directors or other directors so elected or appointed.



                  "deed" means the Deed for Share Transfer in the form of

Exhibit A attached hereto appropriately completed by PDM.



                  "Demand Registration" has the meaning provided in Section

6.01(c).



                  "Excess Shares" means the 807,356 CB&I Shares issued to PDM

pursuant to the Purchase Agreement that are designated as "Excess Shares" in the

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