12,850,000 Shares THE SHAW GROUP INC. Common Stock UNDERWRITING AGREEMENT

EXHIBIT 1.1

12,850,000 Shares

THE XXXX GROUP INC.

Common Stock

April 12, 2005

Credit Suisse First Boston LLC
UBS Securities LLC
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
As Representatives (“Representatives”) of the Several Underwriters
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. The Xxxx Group Inc., a Louisiana corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”) 12,850,000 shares (“Firm Securities”) of its Common Stock, no par value (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,927,500 additional shares (“Optional Securities”) of its Securities, in each case registered under the registration statement referred to in Section 2(a), as set forth below. The Firm Securities and the Optional Securities that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”. The Company hereby agrees with the Underwriters as follows:

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement (No. 333-112965), including a prospectus, relating to the Offered Securities has been filed with the Securities and Exchange Commission (“Commission”) and has become effective. Such registration statement, as amended at the time of this Agreement, is hereinafter referred to as the “Registration Statement” and the prospectus included in such Registration Statement, as supplemented by the prospectus supplement thereto and as further supplemented to reflect the terms of the offering of the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Securities Act of 1933 (the “Act”), including all material incorporated by reference therein, is hereinafter referred to as the “Prospectus”. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

(b) On its effective date, the Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission (“Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement, including all material incorporated by reference therein, and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter through the Representatives, if

any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof. Except as disclosed in the Prospectus, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(c) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Louisiana, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing individually or in the aggregate would not have a material adverse effect on the business, properties, condition (financial or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(d) The entities listed on Schedule B-1 hereto are the only subsidiaries, direct or indirect, of the Company.

(e) Each subsidiary of the Company has been duly incorporated or organized, as the case may be, and is an existing corporation or limited liability company, as the case may be. Except as would not individually or in the aggregate have a Material Adverse Effect in the case of each of the following clauses, each subsidiary of the Company is in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; each subsidiary of the Company is duly qualified to do business as a foreign corporation or limited liability company, as the case may be, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding shares of capital stock or other equity interests, as the case may be, of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and, in the case of corporate subsidiaries, nonassessable; and the capital stock or other equity interests, as the case may be, of each subsidiary owned by the Company, directly or indirectly or through subsidiaries, are owned free from liens and encumbrances, except for liens and encumbrances disclosed in the Prospectus or that exist pursuant to that certain Third Amended and Restated Credit Agreement dated as of March 17, 2003, as amended and restated, among the Company and the lenders therein, as amended (the “Credit Agreement”).

(f) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date (as defined below), such Offered Securities will have been, validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to its Securities.

(g) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the offer, issuance and sale of the Offered Securities.

(h) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by

this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws.

(i) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company or to require the Company to include such securities with the Offered Securities registered pursuant to the Registration Statement or with any securities being registered pursuant to any other registration statement filed by the Company under the Act, except as may be required by (i) that certain Registration Rights Agreement dated as of March 17, 2003, by and among the Company and Credit Suisse First Boston LLC, UBS Warburg LLC, BMO Xxxxxx Xxxxx Corp., Credit Lyonnais Securities (USA) Inc., BNP Paribas Securities Corp. and U.S. Bancorp Xxxxx Xxxxxxx Inc., (ii) that certain Registration Rights Agreement between the Company and Xxxxxxx Xxxxx & Co., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated dated as of May 1, 2001 relating to the Company’s zero coupon, unsecured, convertible debt Liquid Yield Option™ Notes due 2021, (iii) that certain Registration Rights Agreement dated as of May 3, 2002 between the Company and The IT Group, Inc., (iv) The Xxxx Group Inc. 401(k) Plan or (v) registration statements that may be required to be filed with the Commission by the Company and its subsidiaries pursuant to Company’s and its subsidiaries’ existing stock option plans for, or agreements with, the employees, officers or directors of the Company and its subsidiaries.

(j) As of the Closing Date, the Offered Securities will have been approved for listing on the New York Stock Exchange (the “Stock Exchange”) subject to notice of issuance.

(k) Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or by-laws or (ii) in violation of or default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound except, in the case of subclause (ii), for such violations or defaults that would not have, individually or in the aggregate, a Material Adverse Effect.

(l) The execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary, and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(m) This Agreement has been duly authorized, executed and delivered by the Company.

(n) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens and encumbrances that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them, other than such liens and encumbrances that exist pursuant to the Credit Agreement or agreements with sureties; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under leases in full force and effect with no exceptions that would materially interfere with the use made or to be made thereof by them.

(o) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(p) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is threatened that could reasonably be expected to have a Material Adverse Effect.

(q) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, except for such failures to own or possess or such inability to acquire that would not have a Material Adverse Effect, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(r) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(s) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that have any reasonable probability of being determined adversely to the Company or any of its subsidiaries, that would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened.

(t) The historical financial statements included or incorporated by reference in the Registration Statement and Prospectus, together with the related schedules and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Prospectus, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered; and, except as disclosed in the Prospectus, the assumptions used in preparing the pro forma financial information included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes thereto, provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(u) Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, (i) except as disclosed in the Prospectus, there has been no material

adverse change, nor any development or event that would reasonably be expected to cause a material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole and there has not been any change in the capital stock or outstanding indebtedness of the Company or its subsidiaries and (ii) except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(v) The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and files the reports required thereunder with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) system.

(w) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the United States Investment Company Act of 1940.

(x) Neither the Company nor any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that could reasonably be expected to cause this Agreement or the issuance or sale of the Offered Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(y) The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(z) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; any material weaknesses in internal controls have been identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The foregoing representation is not and shall not be deemed to be a statutory certification by the Company for purposes of compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 which requirements shall not become applicable to the Company until the filing of its Annual Report of Form 10-K for the year ending August 31, 2005.

(aa) The Company’s Code of Conduct and Xxxxxxx Xxxxxxx and Disclosure Policy dated February 2005 (the “Company Policy”) permits the Company’s directors, officers and other key employees to trade in the Company’s securities, subject to certain pre-clearance procedures, only during the period commencing 24 hours after a quarterly or fiscal year end earnings release and ending 30 calendar days thereafter, and the Company Policy, with respect to the foregoing provisions, is in effect as of the date of this Agreement and will remain in effect through and including the date that is 90 days after the date hereof.

In addition, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company or Subsidiary, as the case may be, as to matters covered thereby, to each Underwriter.

3. Purchase and Offering of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $18.574 per share, the respective number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto.

The Company will deliver the Firm Securities to the Representatives for the accounts of such Underwriters, against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank designated by the Company at the office of Xxxxxx & Xxxxxx, L.L.P., at 10 A.M., New York City time, on April 18, 2005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Xxxxxx & Xxxxxx, L.L.P. at least 24 hours prior to the First Closing Date.

In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank designated by the Company at the above office of Xxxxxx & Xxxxxx L.L.P. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriters request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxxx & Xxxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.

4. Certain Agreements of the Company. The Company agrees with the several Underwriters that:

(a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the Representatives,

subparagraph (5)) not later than the second business day following the execution and delivery of this Agreement.

(b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; provided, however, that no Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which the Representatives reasonably and timely object in writing. The Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will notify the Representatives of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ consent to, nor the Representatives’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof.

(d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the latest of (i) the effective date of the Registration Statement relating to the Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act.

(e) The Company will furnish to the Underwriters copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designates and will continue such qualifications in effect so long as required for the distribution.

(g) The Company will pay all expenses incident to the performance of its obligations under this Agreement, for any filing fees or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any applicable filing fee incident to the review by the National Association of Securities Dealers, Inc. (the “NASD”) of the Offered Securities, for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Offered Securities and for expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters.

(h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives, except issuances of Offered Securities pursuant to this Agreement, issuances of Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case issued or outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Securities pursuant to the exercise of such options or issuances of Securities pursuant to the Company’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date of this Agreement and continue for 90 days after the date of the Prospectus or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

5. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Representatives shall have received a letter, dated the date of this Agreement, of Ernst & Young LLP confirming that they are an independent registered public accounting firm within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that:

(i) in their opinion the financial statements and any schedules and any summary of earnings examined by them and included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations;

(ii) on the basis of a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets, as compared with amounts shown on the latest balance sheet included in the Prospectus; or

(B) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any

decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the date of the latest income statement included in the Prospectus, in consolidated revenues, operating income, in the total or per share amounts of consolidated income before extraordinary items or net income;

except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

(b) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Representative, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (v) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities.

(d) The Representatives shall have received an opinion, dated such Closing Date, of Kantrow, Spaht, Xxxxxx & Blitzer (A Professional Law Corporation), Louisiana counsel for the Company, that:

(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Louisiana, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in the jurisdictions set forth opposite its name on Exhibit A to such opinion, which jurisdictions are the only jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or to be in good standing would not individually or in the aggregate have a Material Adverse Effect;

(ii) Except for Xxxx Group UK Limited and Xxxx Overseas (Far East) Ltd., each subsidiary of the Company listed in Schedule B-2 hereto (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is an existing corporation or limited liability company, as the case may be, in good standing under the laws of Louisiana, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each Significant Subsidiary is duly qualified to do business as a foreign corporation in good standing in the jurisdictions listed opposite its name on Exhibit A in such opinion; except as disclosed in the Prospectus, all of the issued and outstanding capital stock or other equity interests, as the case may be, of each Significant Subsidiary has been duly authorized and validly issued and are fully paid and nonassessable; and to such counsel’s knowledge the capital stock of each Significant Subsidiary is owned free from liens and encumbrances, except for liens and encumbrances disclosed in the Prospectus or that exist pursuant to the Credit Agreement or that would not individually or in the aggregate have a Material Adverse Effect;

(iii) The Offered Securities to be delivered to the Underwriters by the Company on such Closing Date have been duly authorized, and when issued and delivered to the Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, are fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities;

(iv) To such counsel’s knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act, except as may be required by (i) that certain Registration Rights Agreement dated as of March 17, 2003, by and among the Company and Credit Suisse First Boston LLC, UBS Warburg LLC, BMO Xxxxxx Xxxxx Corp., Credit Lyonnais Securities (USA) Inc., BNP Paribas Securities Corp. and U.S. Bancorp Xxxxx Xxxxxxx Inc., (ii) that certain Registration Rights Agreement between the Company and Xxxxxxx Xxxxx & Co., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated dated as of May 1, 2001 relating to the Company’s zero coupon, unsecured, convertible debt Liquid Yield Option ™ Notes due 2021, (iii) that

certain Registration Rights Agreement dated as of May 3, 2002 between the Company and The IT Group, Inc., (iv) the Xxxx Group Inc. 401(k) Plan or (v) registration statements that may be required to be filed with the Commission by the Company and its subsidiaries pursuant to Company’s and its subsidiaries’ existing stock option plans for, or agreements with, the employees, officers or directors of the Company and its subsidiaries;

(v) To such counsel’s knowledge, except as disclosed in the Prospectus, there are no pending or threatened actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that are required to be described in the Prospectus that are not so described in the Prospectus;

(vi) The execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Offered Securities by the Company and compliance with the terms and provisions hereof, as applicable, by the Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default under the charter, by-laws or operating agreement of the Company or any Louisiana Subsidiary or any Louisiana statute, rule or regulation applicable to the Company and its subsidiaries or, to such counsel’s knowledge, any order of any Louisiana governmental agency or body or any Louisiana court having jurisdiction over the Company or any subsidiary of the Company or any of their properties; provided, however, that no opinion need be expressed pursuant to this subsection (vi) in relation to any securities or anti-fraud laws, rules or regulations; and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement;

(vii) This Agreement has been duly authorized, executed and delivered by the Company; and

(viii) The statements in the Prospectus under “Description of Capital Stock”, to the extent that they constitute summaries of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters or documents and accurately summarize the matters referred to therein.

In addition, such counsel shall state that such counsel has no reason to believe that (1) the Registration Statement, as of the date hereof and as of the Closing Date, or any amendment or supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (2) the Prospectus, as of the date hereof and as of the Closing Date, or any amendment or supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no statement as to the financial statements or other financial or statistical data or accounting information contained or incorporated by reference in the Registration Statement or the Prospectus.

(e) The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxx R.L.L.P., English counsel for the Company, that Xxxx Group UK Limited has been duly incorporated in England and Wales and is an existing limited liability company in good standing in the United Kingdom, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; except as disclosed in the Prospectus, all of the issued shares of capital stock of Xxxx Group UK Limited have been duly authorized and validly

issued and are fully paid; and to such counsel’s knowledge the capital stock of Xxxx Group UK Limited is owned free from liens and encumbrances, except for liens and encumbrances disclosed in the Prospectus or that exist pursuant to the Credit Agreement or that would not individually or in the aggregate have a Material Adverse Effect.

(f) The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx and Xxxxxx, Cayman Islands counsel for the Company, that Xxxx Overseas (Far East) Ltd. has been duly incorporated or organized, as the case may be, and is an existing corporation or limited liability company, as the case may be, in good standing under the laws of the Cayman Islands, with power and authority (corporate and other) to own its properties and conduct its business as described in a certificate of an officer of Xxxx Overseas (Far East) Ltd.; and except as disclosed in the Prospectus, all of the issued and outstanding capital stock or other equity interests, as the case may be, of Xxxx Overseas (Far East) Ltd. has been duly authorized and validly issued and are fully paid.

(g) The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxx L.L.P., counsel for the Company, that:

(i) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940.

(ii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required by state securities laws;

(iii) The execution, delivery and performance of this Agreement and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (A) any federal, Texas or New York statute, the Delaware General Corporation Law, any rule, regulation or order of any federal, Texas or New York governmental agency or body or any federal, Texas or New York court having jurisdiction over the Company or any subsidiary of the Company or any of their properties which is, in the experience of such counsel, customarily applicable to securities offerings or (B) any agreement or instrument filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended August 31, 2004, the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 or the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2005; and

(iv) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement, as of its effective date, the Registration Statement and the Prospectus, as of the date of this Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations.

In addition, such opinion shall state that such counsel has no reason to believe that (1) the Registration Statement, as of the date hereof and as of the Closing Date, or any amendment or supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (2) the Prospectus, as of the date hereof and as of the Closing Date, or any amendment or supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no statement as to the financial statements or other financial or accounting data contained or incorporated by reference in the Registration Statement or the Prospectus. In rendering its opinion pursuant to this Section 5(g), Xxxxxx & Xxxxxx L.L.P. shall be entitled to (1) state that such opinion is limited to federal law, the laws of the State of Texas and the State of New York and the Delaware General Corporation Law and (2) rely, for purposes of the opinions described in clause (iii) of this Section 5(g), on a certificate of an officer of the Company that certain financial covenants in the Credit Agreement have been met.

(h) The Representatives shall have received an opinion, dated such Closing Date, of Xxxx X. Xxxxxxx, Secretary and General Counsel for the Company, that:

(i) To such counsel’s knowledge, the Company is not in violation of its charter or by-laws;

(ii) To such counsel’s knowledge, except as disclosed in the Prospectus, there are no pending or threatened actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that are required to be described in the Prospectus that have any reasonable probability of being determined adversely to the Company or any of its subsidiaries that would, individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and

(iii) The execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Offered Securities by the Company and compliance with the terms and provisions hereof, by the Company will not, as of the Closing Date, (i) result in the breach of any of the material terms or provisions of, or constitute a default under any loan or credit agreement, indenture, mortgage, note or other agreement or instrument of which such counsel has knowledge and to which the Company or any of its subsidiaries is a party or by which any of them or any of its properties or assets is or may be bound (except for such breaches or defaults as would not have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole, or on the Company’s ability to consummate the offering of the Offered Securities); or (ii) conflict with or violate in any material respect any order, judgment, or decree which is applicable to the Company or by which any property or asset of the Company or its subsidiaries is or may be bound.

understood that such counsel need express no statement as to the financial statements or other financial or accounting data contained or incorporated by reference in the Registration Statement or the Prospectus.

(i) The Representatives shall have received from Cravath, Swaine & Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(j) The Representatives shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers shall state in their capacities as officers, on behalf of the Company, that the representations and warranties of the Company in this Agreement are true and correct; that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event that would reasonably be expected to cause a material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the Prospectus or as described in such certificate.

(k) The Representatives shall have received a certificate, dated such Closing Date, of the Chief Financial Officer of the Company substantially in the form of Exhibit A hereto.

(l) The Representatives shall have received a letter, dated such Closing Date, of Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may, in their sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters under this Agreement.

6. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, any preliminary

prospectus or preliminary prospectus supplement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter that sold the Offered Securities concerned to the person asserting any such losses, claims, damages or liabilities, to the extent that such sale was an initial resale by such Underwriter and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of any material included therein but not attached thereto) if the Company had previously furnished copies thereof on a timely basis and in a sufficient manner to such Underwriter.

(b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information appearing in the fourth, thirteenth and fourteenth paragraphs under the caption “Underwriting”.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or behalf of an indemnified party. No indemnified party shall effect any settlement of any pending or threatened action without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed; provided that the indemnifying party shall be deemed to have consented for purposes of this Section 6 to any proposed settlement of which written notice has been delivered to it in

accordance with Section 8 of this Agreement and with respect to which it has not notified the indemnified party within 45 days after delivery of such notice of its election not to consent to such proposed settlement; provided further, however, that, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6(c), then the indemnifying party agrees that it shall be liable for any settlement of any pending or threatened action effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions, or in connection with any violation of the nature referred to in the second paragraph in Section 6(a) hereof, which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters from the Company under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission or any violation of the nature referred to in the second paragraph of Section 6(a) hereof. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts, fees and commissions received by such Underwriter exceed the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed a

Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

7. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 5(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

8. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Underwriters, c/o Credit Suisse First Boston LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Transactions Advisory Group and UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Syndicate Department; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 0000 Xxxxx Xxxx, Xxxxx Xxxxx, XX 00000, Attention: Xxxx X. Xxxxxxx; provided, however, that any notice to an Underwriter pursuant to Section 6 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

9. Successors. This Agreement will inure to the benefit of and be binding upon the Company and the Underwriters and their respective successors and the officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder.

10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

The Company hereby submits to the non-exclusive jurisdiction of the Federal courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Each of the Underwriters and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and each of the Underwriters in accordance with its terms.

Very truly yours,


THE XXXX GROUP INC.
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Secretary and General Counsel

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written:

CREDIT SUISSE FIRST BOSTON LLC
UBS SECURITIES LLC
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

Acting on behalf of themselves
and as the Representatives
of the several Underwriters.


By		CREDIT SUISSE FIRST BOSTON LLC

By		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Director

SCHEDULE A


			Number of Optional
			Securities to be
	Total Number of		Purchased if
	Firm Securities		Maximum Option
Underwriter	to be Purchased		Exercised
Credit Suisse First Boston LLC		3,662,250		549,337
UBS Securities LLC		3,662,250		549,337
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		2,441,500		366,225
BNP Paribas Securities Corp.		976,600		146,490
Xxxxxx Xxxxxxx Corp.		976,600		146,490
Xxxxxxx Xxxxxx Xxxxxx		488,300		73,245
X.X. Xxxxxxxx & Co. Inc.		160,625		24,094
Hibernia Southcoast Capital, Inc.		160,625		24,094
Xxxxxxx Xxxx & Company L.L.C.		160,625		24,094
The Xxxxxxxx Capital Group, L.P.		160,625		24,094

Total		12,850,000		1,927,500

SCHEDULE B-1

List of Subsidiaries of the Company

ACL Piping, Inc.
Xxxxx & Co Limited
American Plastic Pipe and Supply, L.L.C.
Amikwiche Construction Itée
Arlington Avenue E Venture, LLC
Associated Valve, Inc.
Badger® Technologies, L.L.C.
Badger® Technology Holdings, L.L.C.
Xxxxxxxx Xxxxx Xxxxxxxx et Associés Inc.
Benicia North Gateway II, L.L.C.
B.F. Xxxx, Inc.
Bureau d’Évaluation Xxxxxxxx Xxxxx et Associés Inc.
Camden Road Venture, LLC
C.B.P. Engineering Corp.
Xxxxxxxx Wetlands, L.L.C.
Coastal Estuary Services, L.L.C.
Cojafex B.V.
Eagle Industries, Inc.
EDS Equipment Company, LLC
EDS Puerto Rico, Inc.
EMCON/OWT, Inc.
Envirogen, Inc.
Évimbec Itée
Field Services Canada Inc.
Field Services, Inc.
Great Southwest Parkway Venture, LLC
Groupe conseil Forchemex Itée
Groupe conseil Roche Atlantique Inc.
Groupe-conseil TDA Inc.
Gulf Coast Equipment Rental, Inc.
XX Xxxxxxx XX, L.L.C.
Holdings Manufacturas Xxxx South America, C.A.
Integrated Site Solutions, L.L.C.
IT Holdings Canada, Inc.
Xxxxxx Xxxx Xxxx, X.X.X.
Xxxx Xxxx XX, X.X.X.
XXX I, L.L.C.
LandBank Xxxxx, L.L.C.
LandBank Properties, L.L.C.
Les Impressions Intégrales Inc.
LFG Specialties, L.L.C.
Lone Star Fabricators, Inc.
Manufacturas Xxxx South America, C.A.
Millstone River Wetland Services, L.L.C.
MWR, Inc.
Nortec Construction
Xxxxxxx Venture I, L.L.C.
Nuclear Technology Solutions, L.L.C.
Otay Mesa Ventures II, L.L.C.
Pacific Support Group LLC
Pike Properties I, Inc., (formerly SAON Properties, Inc.)
Pike Properties II, Inc. (formerly Secorp, Inc.)

Pipework Engineering and Developments Limited
Plattsburg Venture, L.L.C.
Power Technologies Asia-Pacific Sdn. Bhd.
Prospect Industries (Holdings), Inc.
PT Stone & Xxxxxxx Indonesia
9080-1499 Québec Inc.
Raritan Venture I, L.L.C.
Réseau ECI Inc.
Roche Construction Inc.
Roche International Inc.
Roche IT Chile Ltda
Roche IT Peru Ltda
Roche Ltd., Consulting Group
Roche USA Ltd.
Xxxxxxx Xxxxxxx & Associés Inc.
S C Xxxxx, L.L.C.
SELS Administrative Services, L.L.C.
Xxxx A/DE, Inc.
Xxxx Xxxxx Australia Pty Limited
Xxxx Alaska, Inc.
Xxxx Alloy Piping Products, Inc.
Xxxx Americas, L.L.C.
Xxxx Xxxxx Housing, L.L.C.
Xxxx Beneco, Inc.
Xxxx California, L.L.C.
Xxxx Capital, Inc.
Xxxx CENTCOM Services, L.L.C.
Xxxx CMS, Inc.
Xxxx Coastal, Inc.
Xxxx Connex, Inc.
Xxxx Constructors, Inc.
Xxxx Xxxx Limited
Xxxx E & I International Ltd.
Xxxx E & I Investment Holdings, Inc.
Xxxx E & I Russia, Inc.
Xxxx Energy Delivery Services, Inc.
Xxxx Energy Services, Inc.
Xxxx Environmental, Inc.
Xxxx Environmental & Infrastructure, Inc.
Xxxx Environmental Liability Solutions, L.L.C.
Xxxx Export Company, S. de X. X. de X.X.
Xxxx Fabricators, Inc.
Xxxx Facilities, Inc.
Xxxx Field Services, Inc.
Xxxx Xxxxxx Company (FCI), Inc.
Xxxx Xxxxxx Power Services, Inc.
Xxxx Ft. Xxxxxxx Xxxx Housing, L.L.C.
Xxxx Global, L.L.C.
Xxxx Global Energy Services, Inc.
Xxxx Group Australia Pty Limited
Xxxx Group UK Holdings
Xxxx Group UK Limited
Xxxx GRP of California
Xxxx Xxxxxxx Housing, L.L.C.
Xxxx Heat Treating Service, C.A.
Xxxx Industrial Supply Co., Inc.

Xxxx Infrastructure, Inc.
Xxxx Intellectual Property Holdings, Inc.
Xxxx International, Inc.
Xxxx International, Ltd. (formerly Xxxx Caribbean (Cayman), Ltd.)
Xxxx International Management Services One, Inc.
Xxxx International Management Services Two, Inc.
Xxxx XX Holdings, L.L.C.
Xxxx Lancas, C.A.
Xxxx Liquid Solutions, L.L.C.
Xxxx Little Rock Housing, L.L.C.
Xxxx Maintenance, Inc.
Xxxx Managed Services, Inc.
Xxxx Management Services One, Inc.
Xxxx Manufacturing and Services, Inc.
Xxxx Manpower, S. de X.X. de X.X.
Xxxx Mexican Holdings, S. de X.X. de X.X.
Xxxx Mexico, L.L.C.
Xxxx NAPTech, Inc.
Xxxx Northeast Housing, L.L.C.
Xxxx Northwest Housing, L.L.C.
Xxxx Overseas (Far East) Ltd.
Xxxx Overseas (Middle East) Ltd.
Xxxx Pipe Xxxxxxx, Inc.
Xxxx Pipe Supports, Inc.
Xxxx Power Services Group, L.L.C.
Xxxx Power Services, Inc.
Xxxx Power Technologies, Inc.™ (formerly Power Technologies, Inc.®)
Xxxx Power Technologies International Limited™
Xxxx Process and Industrial Group, Inc.
Xxxx Process Fabricators, Inc.
Xxxx Property Holdings, Inc.
Xxxx Remediation Services, L.L.C.
Xxxx-Robotic Environmental Services, L.L.C.
Xxxx Services, L.L.C.
Xxxx SSS Fabricators, Inc.
Xxxx Xxxxx & Xxxxxxx Puerto Rico, Inc.
Xxxx Sunland Fabricators, Inc.
Xxxx Trading FSC, Ltd.
Xxxx Transmission and Distribution Services, Inc. (formerly Xxxx Management Services Six, Inc.)
Xxxx Waste Solutions, LLC
Xxxx Word Industries Fabricators, Inc.
Sodéroc Développement Itée
So-Xxxx Gas Co., LLC
Stone & Xxxxxxx Asia, Inc.
Stone & Xxxxxxx Canada Holding One (N.S.), ULC
Stone & Xxxxxxx Canada Holding Two, Inc.
Stone & Xxxxxxx Canada X.X.
Xxxxx & Xxxxxxx Construction, Inc.
Stone & Xxxxxxx Construction Services, L.L.C.
Stone & Xxxxxxx Consultants Limited
Stone & Xxxxxxx Engineering Projects Private Limited
Stone & Xxxxxxx Engineering Services Sdn. Bdh.
Stone & Xxxxxxx Holding One, Inc.
Stone & Xxxxxxx Holding Two, Inc.
Stone & Xxxxxxx, Inc.
Xxxxx & Xxxxxxx Insaat ve Muhendislik Limited Sirketi

Stone & Xxxxxxx International B.V.
Stone & Xxxxxxx International, Inc.
Stone & Xxxxxxx International Holdings, Inc.
Stone & Xxxxxxx – JSC Management Consultants, Inc.
Stone & Xxxxxxx Limited
Stone & Xxxxxxx Management Consultants, Inc.
Stone & Webster Massachusetts, Inc.
Stone & Xxxxxxx Michigan, Inc.
Stone & Xxxxxxx Purchasing, Inc.
Stone & Xxxxxxx Process Technologies B.V.
Stone & Xxxxxxx Process Technology, Inc.
Stone & Xxxxxxx Services, L.L.C.
S&W Consultants Holdings Limited
Sugar Acquisition (NVDIP), Inc.
SWINC Acquisition Five, L.L.C.
The LandBank Group, Inc.
The Xxxx Group Inc. Political Action Committee, Inc.
The Xxxx Group International Inc.
The Xxxx Group UK Pension Plan Limited
The Xxxx Group UK 1997 Pension Scheme Limited
The Xxxx Group UK 2001 Pension Plan Limited
Whessoe Piping Systems Limited
Whippany Venture I, L.L.C.
Worldwide Industrial Constructors, Inc.

SCHEDULE B-2

List of Significant Subsidiaries

1. Xxxx Group UK Limited
2. Xxxx Overseas (Far East) Ltd.
3. Xxxx Constructors, Inc.
4. Stone & Xxxxxxx Asia, Inc.
5. Stone & Xxxxxxx International, Inc.
6. Xxxx Environmental, Inc.
7. Stone & Xxxxxxx Construction, Inc.
8. Stone & Xxxxxxx, Inc.

EXHIBIT A

OFFICER’S CERTIFICATE

Reference is made to the Underwriting Agreement by and among The Xxxx Group Inc. (the “Company”) and Credit Suisse First Boston LLC, UBS Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on their own behalf and on behalf of the parties listed in Schedule A thereto, dated April 12, 2005 (the “Underwriting Agreement). Capitalized terms used herein without definition have the meanings assigned to them in the underwriting Agreement.

The undersigned, Xxxxxx X. Xxxx, Executive Vice President and Chief Financial Officer of the Company, in his capacity as an officer of the Company and not individually, pursuant to Section 5(k) of the Underwriting Agreement, does hereby certify that:

Based on my knowledge and without any independent investigation, with respect to the financial information for the years ended August 31, 2000 and August 31, 2001 included in or incorporated by reference into the Prospectus:

(i)

the balance sheet, statement of operations, statement of stockholders’ equity and comprehensive loss, and statement of cash flows have each been prepared in accordance with generally accepted accounting principles in effect at the time such financial statements were prepared, except as disclosed therein or in the noted thereto; and

(ii)

any other financial and statistical information and data (including summaries of any of the financial statements listed in (i) above) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements listed in (i) above and with the books and records of the Company.

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12,850,000 Shares THE SHAW GROUP INC. Common Stock UNDERWRITING AGREEMENT

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