0000950123-10-113544 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 14th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Amendment, dated as of December 9, 2010 (this “Amendment”), amends that certain Rights Agreement, dated as of July 9, 2001 (the “Rights Agreement”), between The Shaw Group Inc., a Louisiana corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (successor in interest to Wachovia Bank, a division of Wells Fargo Bank, N.A., in turn successor in interest to First Union National Bank), as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

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