0000950129-06-007077 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 10th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Employment Agreement (“Agreement”) is entered into effective as of July 6, 2006 by and between The Shaw Group Inc., a Louisiana corporation (collectively with the affiliates and subsidiaries hereinafter referred to as “Company”), and G. Patrick Thompson (“Employee”).

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AMENDMENT NO. 3
Shaw Group Inc • July 10th, 2006 • Miscellaneous fabricated metal products

AMENDMENT NO. 3 dated as of June 20, 2006 among The Shaw Group Inc. (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto as “Guarantors” and BNP Paribas, as administrative agent (in such capacity, the “Agent”) pursuant to authority granted by the Required Lenders.

NONQUALIFIED STOCK OPTION AGREEMENT The Shaw Group Inc. 2001 Employee Incentive Compensation Plan
Nonqualified Stock Option Agreement • July 10th, 2006 • 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”).

PHANTOM STOCK AGREEMENT The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive Plan
Phantom Stock Agreement • July 10th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • 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”).

INCENTIVE STOCK OPTION AGREEMENT The Shaw Group Inc. 2001Employee Incentive Compensation Plan
Incentive Stock Option Agreement • July 10th, 2006 • 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”).

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