0001299933-06-000644 Sample Contracts

PHANTOM STOCK AGREEMENT The Shaw Group Inc.

Phantom Stock Agreement • January 31st, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

• Contract Type
  Phantom Stock Agreement
• Filed
  January 31st, 2006
• Company
  Shaw Group Inc
• Industry
  Miscellaneous fabricated metal products
• Jurisdiction
  Louisiana

This Phantom Stock Agreement (“Agreement”) dated as of , 200 (“Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and (the “Awardee”), pursuant to The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive Plan (the “Plan”).

NONQUALIFIED STOCK OPTION AGREEMENT The Shaw Group Inc.

Nonqualified Stock Option Agreement • January 31st, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

• Contract Type
  Nonqualified Stock Option Agreement
• Filed
  January 31st, 2006
• Company
  Shaw Group Inc
• Industry
  Miscellaneous fabricated metal products
• Jurisdiction
  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 “Director”), pursuant to The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive Plan (the “Plan”).