0001299933-09-002488 Sample Contracts

Contract
Incentive Plan • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

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EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENT1
Employee Nonqualified Stock Option Award • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT1
Employee Restricted Stock • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AWARD AGREEMENT1
Nonqualified Stock Option Award Agreement • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

Contract
Incentive Plan • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT1
Employee Incentive Stock Option Award • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Incentive Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

Contract
Section 16 Officer Incentive • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Incentive Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT1
Non-Employee Director Restricted Stock • June 8th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

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