0001299933-04-001120 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • October 12th, 2004 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Agreement (“Agreement”) dated as of , 200 (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and (the “Optionee”), pursuant to The Shaw Group Inc. 2001 Employee Incentive Compensation Plan (the “Plan”).

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • October 12th, 2004 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Incentive Stock Option Agreement (“Agreement”) dated as of , 200 (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and (the “Optionee”), pursuant to the The Shaw Group Inc. 2001 Employee Incentive Compensation Plan (the “Plan”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 12th, 2004 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Agreement (“Agreement”) dated as of , 200 (the date as of which the shares of restricted stock evidenced hereby were awarded) is entered into between The Shaw Group Inc. (the “Company”) and (the “Awardee”), pursuant to The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, as amended and restated (the “Plan”).

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