0000950134-07-020591 Sample Contracts

TRUST AGREEMENT Between THE SHAW GROUP INC. And FIDELITY MANAGEMENT TRUST COMPANY THE SHAW GROUP DEFERRED COMPENSATION PLAN TRUST Dated as of January 2, 2007 Fidelity Confidential
Trust Agreement • September 28th, 2007 • Shaw Group Inc • Miscellaneous fabricated metal products • Massachusetts

TRUST AGREEMENT, dated as of the second day of January, 2007, between the Shaw Group Inc., a Louisiana corporation, having an office at 4171 Essen Lane, Baton Rouge, Louisiana 70809 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2007 • Shaw Group Inc • Miscellaneous fabricated metal products

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), is entered into and made effective as of the ___ day of , 2007, by and between The Shaw Group Inc., a Louisiana corporation, having its principal office at 4171 Essen Lane, Baton Rouge, Louisiana, 70809 (the “Company”) and Gary P. Graphia, a resident and domiciliary of the State of Louisiana (the “Employee”), to amend that certain Employment Agreement between the Company and the Employee effective as of October 14, 2005, (the “Employment Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2007 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Employment Agreement (“Agreement”) is entered into effective as of January 15, 2007 by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and Ebrahim Fatemizadeh (“Employee”) and supersedes the Agreement dated July 7, 2005.

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