Consulting and Settlement Agreement between The Shaw Group Inc. and Thomas A. Barfield, Jr.

AGREEMENT

     BE IT KNOWN that on this ___ day of ___, 2007 but effective the 18th day of November, 2006 (“Effective Date”) personally came and appeared:

Thomas A. Barfield, Jr. (hereinafter referred to as “Barfield”), a resident of lawful age of the Parish of East Baton Rouge, State of Louisiana, whose mailing address is 7445 Richards Drive, Baton Rouge, LA 70809,

THE SHAW GROUP INC. and its subsidiaries and affiliates (hereinafter collectively referred to as “SHAW” or the “Company”), a Louisiana business corporation with its principal place of business at 4171 Essen Lane, Baton Rouge, Louisiana 70809 appearing herein through its duly authorized agent and representative;

Who stated that:

     WHEREAS, the instant document is referred to herein as “Agreement”; and

     WHEREAS, BARFIELD has been employed by SHAW, with terms and conditions of his employment set forth in that Employment Agreement dated October 04, 2002, but effective July 10, 2002(“Employment Agreement”);

     WHEREAS, BARFIELD and the Company desire to establish terms and conditions under which BARFIELD will provide consulting services to Shaw and to resolve certain outstanding issues under the Employment Agreement ; and

     WHEREAS, this Agreement shall govern the terms and conditions for BARFIELD’s Agreement to consult and BARFIELD’s resignation, the resolution of any claims and disputes between the parties arising from the Employment Agreement or in any way related to BARFIELD’s employment, all as more fully set forth below.

     NOW THEREFORE IT IS AGREED, CONTRACTED, COVENANTED AND DECLARED THAT:

1.

AGREEMENT TO CONSULT, COMPENSATION FOR CONSULTING AND SETTLEMENT OF RELEASED CLAIMS

     As consideration for the mutual obligations of BARFIELD and SHAW, all amounts BARFIELD may claim to be entitled as a result of his Employment Agreement and employment with SHAW up to the Effective Date, and for release of all claims as set forth in Paragraph 3 and Paragraph 4, SHAW and BARFIELD agree as follows:

a.

BARFIELD’s Employment Agreement is terminated as of the close of business on the day prior to the Effective Date.

b.

Beginning on the Termination Date and until November 18, 2008 (the “Consulting Period”), BARFIELD agrees to provide, in a reasonably timely and efficient manner, advice and assistance to SHAW related to its operations about which he has particular and intimate knowledge and familiarity, for which he is reasonably requested from time to time in writing by an executive officer of SHAW (“Consulting Services”) as needed by SHAW, but, unless BARFIELD shall otherwise expressly consent in writing, not to exceed the number of hours set forth below for the periods indicated and not to involve travel beyond a 50-mile radius of Baton Rouge, Louisiana without Barfield’s consent; which shall not be unreasonably withheld:

i) From the Effective Date through May 18, 2007, up to 20 hours per week,

			ii) From May 19, 2007 through November 18, 2007, up to 10 hours per week,
			iii) From November 19, 2007 through November 18, 2008, up to10 hours per month.

There shall be no carryover of unused hours from any week or month to any subsequent period. BARFIELD is permitted to accept full-time or other employment (not otherwise prohibited by his Noncompetition Agreement) during the Consulting Period as long as his employer authorizes him to devote the above number of hours to his Consulting Services for SHAW.

c.

SHAW shall pay BARFIELD during the Consulting Period, as follows: i) for the period November 19, 2006 through November 18, 2007, the amount of $54,166.66 per month; and ii) for the period November 19, 2007 through November 18, 2008, the amount of $27,083.33 per month in each case payable on the first day of each month. Any costs and all reasonable expenses associated with such consulting shall be reimbursed by Shaw and shall include reasonable reimbursement for the costs of office space and for an administrative assistant, not to exceed $1,000 per month, and one personal computer.

d.

If BARFIELD provides Consulting Services to SHAW for more than the applicable number of hours set forth in b (i)—b (iii) during any such period, he shall be entitled to additional compensation at the rate agreed with respect to those additional hours or, if no rate has been agreed with respect to such hours, then at the rate of $250 per hour, in each case payable by SHAW to BARFIELD within thirty days of the date on which he submits an invoice for such additional hours.

e.

BARFIELD will, as a consultant, continue to participate in the Company’s health and medical benefit programs, including Exec-U-Care, according to Plan provisions and shall be responsible for payment of any applicable premiums to the same extent as if he were an

employee. If Exec-U-Care, or any other health or medical benefit program does not itself permit BARFIELD to participate, the Company will provide equivalent benefits, and Barfield shall contribute to any applicable premiums in the same amount as he would as an employee participating in an employee plan. In the event it is available, and not otherwise prohibited by law, BARFIELD will be permitted to elect COBRA coverage upon ceasing to serve as a consultant, with the same effect as if the termination of his consultancy were the same as a termination of his employment.

BARFIELD agrees that should he accept other employment during the Consulting Period, other than self-employment, where he is eligible to participate in that employer’s benefit programs, BARFIELD will no longer be eligible to participate in SHAW’S benefits, except to the extent that the SHAW benefits exceed those of that employer.

f.

BARFIELD further agrees to make himself reasonably available to the Company during the Consulting Period, upon its written request, in any pending or future governmental or regulatory investigation, civil or administrative proceeding or arbitration, subject to any testimonial privileges he may have. Any time spent in connection with compliance with this part shall not be counted toward the hours set forth in b (i)-(iii) above, and there shall be no additional compensation payable for any time spent in compliance with this subpart. However, the Company will reimburse BARFIELD for all reasonable costs and expenses, including legal fees and expenses, incurred by him in connection with any such proceeding or arbitration; and nothing herein shall modify or limit BARFIELD’s entitlement to indemnification under any of the Indemnification Provisions.

g.

BARFIELD shall also be allowed to retain his furniture, artwork, and miscellaneous decorative items, which shall be removed from his office by December 15, 2006, or later

with the Company’s consent.

h.

BARFIELD acknowledges and agrees that no further vesting of any long term incentive awards previously granted to him in his status as an employee will occur as a result of his status as a consultant during the Consulting Period. Notwithstanding the preceding, BARFIELD will retain the right to exercise any long term incentive awards vested as of the Termination Date, according to the relevant plan.

i.

BARFIELD shall be entitled to defense and indemnity from SHAW, including the advancement of expenses for any action against BARFIELD which may arise at any time related to or arising out of his service as a consultant of the Company including, without limitation, actions that arise due to allegations of negligence or gross negligence or other fault of BARFIELD, but excluding those that are determined by a final judgment of a court (or arbitration panel) to result from his gross negligence, his willful misconduct or bad faith.

j.

If, during the Consulting period, BARFIELD complies in all material respects with the provisions of this Agreement, including the provisions of Sections 1 (b) and 7 (a), and the Nondisclosure and Noncompetition Agreement of even date between Barfield and the Company, the Company shall pay BARFIELD the sum of $1 million, payable in a lump sum within 15 days of the expiration of the Consulting Period. At any time prior to the making of such payment BARFIELD may request acknowledgment from the Company in writing that his employment or other activity is not in violation of the provisions of this Agreement or the Nondisclosure and Noncompetition Agreement , specifying the details of such employment or activity, and such acknowledgment shall thereafter be binding upon the Company.

k.

BARFIELD will execute such standard documentation as is reasonably requested by SHAW relating to his status as a consultant, provided that such documentation is of a type that SHAW requests from its consultants generally and does not modify any rights or obligations of BARFIELD under this Agreement, the Nondisclosure and Noncompetition Agreement or the Indemnification Provisions.

2.

SCOPE OF THIS AGREEMENT

a.

It is the intention of the parties that by virtue of the execution of this Agreement BARFIELD hereby compromises, settles, and releases any and all claims he may have whatsoever against SHAW related to his Employment Agreement or otherwise related to his employment, save and except any rights arising under this Agreement, upon the terms and conditions contained herein, which include certain payments to BARFIELD coupled with certain obligations of BARFIELD.

b.

BARFIELD and authorized representatives of SHAW have carefully read and reviewed this Agreement, both individually and with the opportunity for counsel, and each has had the full and complete opportunity to review as much as necessary and to consult experts in the areas of finance, taxation, and other relevant areas, and all fully understand the scope and content of this Agreement and are entering into this Agreement of their own free will, volition and without duress or coercion.

3.

UNCONDITIONAL RELEASE, DISCHARGE AND SURRENDER OF ALL CLAIMS

     In consideration of the mutual covenants contained herein, BARFIELD does by these presents hereby unconditionally, without reservation and once and for all settle, compromise, release, discharge, acquit, surrender and abandon any and all claims, contentions, causes of action, rights of action, or assertions he might now have or ever may have had which are related to, arise, or may arise out of his Employment Agreement and employment with SHAW, against SHAW and all of its subsidiaries and affiliated companies and the respective successors, employees, agents, attorneys, officers, shareholders, parents, affiliated companies, subsidiaries, and directors of any of them, based upon any principle of law or equity including but not limited to claims or allegations of (a) breach of contract (b) breach of quasi contract (c) tortious interference with contractual relations (d) libel (e) defamation (f) slander (g) breach of alleged fiduciary duty or obligation (h) estoppel and/or waiver (i) wrongful termination (j) duress (k) RICO actions (l) breach of express or implied promise; (m) misrepresentation; (n) fraud; (o) retaliation; (p) violation of public policy; (q) infliction of emotional distress; (r) invasion of privacy; (s) claims under ERISA; (t) rights and claims to any and all vacation pay, bonuses, or compensation or interest other than as set forth specifically in this Agreement; (u) any claim under any state or Federal employment law, as well as any and all other arguments, claims, contentions, causes or rights of actions or assertions whatsoever. Excepted from the entirety of the foregoing are (A) BARFIELD’s rights pursuant to this Agreement; (B) all rights of Barfield with respect to claims of which he does not on the date of this Agreement have knowledge and could not, with the exercise of reasonable diligence, have obtained knowledge; (C) and all rights of Barfield to be indemnified as an officer, employee, agent or consultant of SHAW or any of its affiliates, whether such rights arise under the organizational documents of SHAW or its affiliates, by agreement (including without limitation, the indemnification provisions of the Employment Agreement or any other indemnification agreements between BARFIELD and the

Company), by statute, or otherwise (collectively, the “Indemnification Provisions”) and regardless of the source or the nature of the claim or cause of action.

4.

RELEASE AND WAIVER IN ACCORDANCE WITH 29 USC 626

a.

BARFIELD does by these presents hereby waive, release and abandon any and all claims BARFIELD may have against SHAW arising under the Age Discrimination in Employment Act of 1967 (29 USC 621 et seq.) Title VII of the Civil Rights Act of 1964 (42 USC 2000e et seq.) and any other federal or state statute.

b.

BARFIELD does hereby state that his entering into this release and waiver of these claims is voluntary and knowing.

c.

By entering into this Agreement, BARFIELD does not waive any rights or claims that may arise after the date this Agreement is executed.

d.

SHAW hereby specifically advises BARFIELD of the opportunity to consult with an attorney prior to executing this Agreement.

e.

BARFIELD is further advised that he may have 21 days within which to consider this Agreement. BARFIELD hereby acknowledges such term and voluntarily waives the period of consideration.

f.

BARFIELD is further advised that after executing this Agreement, he has seven (7) days within which to revoke this Agreement. The amounts payable hereunder will begin to BARFIELD in accordance with the terms hereof, after the seven day period, provided there has been no revocation.

g.

BARFIELD further acknowledges that other employees of SHAW have been and may also be terminated and those over the age of forty may be eligible to receive pay in exchange for execution of a similar agreement.

5.		[RESERVED]
6.		TAX CONSEQUENCES

     BARFIELD shall bear his own Federal and State tax consequences of this Agreement. BARFIELD does specifically and without reservation assume and agree to be responsible for payment of all income and other taxes imposed on BARFIELD by any state Department(s) of Revenue or the Internal Revenue Service on all or any portion of the aforementioned payments and on any or all income, payments and distributions he has received or will receive from SHAW either directly or indirectly. The parties agree that BARFIELD shall be an independent contractor of SHAW, and SHAW agrees that it will not withhold tax amounts from payments due to him and will report those payments on Form 1099 or its successor form, to the extent allowed by law.

7.

MISCELLANEOUS

a.		Nondisclosure and Noncompetition. Employee agrees that, as part of the consideration for this Agreement and as an integral part hereof, he has signed and agrees to be bound by the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A.
b.		Benefit and Binding. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, successors, and assigns, of the parties hereto, except that neither party may assign this Agreement without the prior written consent of the other party. If BARFIELD

		should die or become disabled, all payments and benefits of this Agreement shall nevertheless, and notwithstanding any other provision of this Agreement (such as the condition to Section 1(j)), continue following such disability or death to be payable by SHAW to him (in the case of his disability) or to his estate or legal representative (in the case of his death), despite his inability to perform his obligations hereunder due to such disability or death.
c.		Choice of Law, Arbitration. This Agreement shall be interpreted, construed and governed by the laws of the State of Louisiana. Any dispute or controversy arising under or in connection with this Agreement shall be resolved through arbitration in Baton Rouge, Louisiana in accordance with the rules of the American Arbitration Association then in effect. If the parties cannot mutually agree on an arbitrator, then the arbitration shall be conducted by a three-person arbitrator panel, with each party selecting one arbitrator and the two arbitrators selecting a third arbitrator. The findings of the arbitrator(s) shall be final and binding, and judgment may be entered thereon in any court having jurisdiction. The findings of the arbitrator(s) shall not be subject to appeal to any court, except as otherwise provided by applicable law. This provision notwithstanding, Paragraph 5(e) of the Nondisclosure and Noncompetition Agreement shall control with respect to any disputes thereunder.
d.		Severability. Should any portion of this Agreement be determined to be unenforceable, the remaining portions of this Agreement shall continue to be binding upon the Parties.
e.		Counterparts. This document may be executed in counterparts and such will not affect the validity or enforceability of this Agreement.
f.		Entire Agreement; Amendment. The parties hereto acknowledge that this Agreement supersedes any prior arrangement, offers, agreements, contracts, negotiations, promises,

contentions and statements whether written, oral or implied (in law or in fact) between them and does otherwise contain the entire agreement, understanding and contract between BARFIELD on the one hand and SHAW on the other hand with respect to its subject matter and cannot be amended, modified, supplemented, changed, terminated, altered or reformed in any manner or respect except by a subsequent written agreement executed and signed by the parties hereto.

g.

Certain Fees. The prevailing party agrees to reimburse the other party for any legal fees and expenses incurred by such party in successfully enforcing any claim against the other party under, or successfully defending any claim made against the prevailing party by the other party under this Agreement or the Nondisclosure and Noncompetition Agreement.

EXHIBIT A

THE SHAW GROUP INC.

NONDISCLOSURE AND NONCOMPETITION AGREEMENT

     This Nondisclosure and Noncompetition Agreement (“Agreement”) is made and entered into on the date indicated below between The Shaw Group Inc. and any and all its affiliated companies, as set forth in Exhibit A, (collectively “the Company”) and T. A. Barfield, Jr. (“Consultant”).

     Consultant and Company agree as follows:

AGREEMENT

     Section 1. Confidentiality. Consultant will not, during Consultant’s term or any period thereafter, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity, or use any “Confidential Information” for any reason or purpose whatsoever, except as necessary in the course or performing Consultant’s duties under this the Agreement of even date between Consultant and Company (the “Consulting Agreement”)or unless otherwise required by court order, subpoena, or other government or legal process. For purposes of this section “ Confidential Information” shall mean information disclosed to Consultant or known by Consultant as a consequence of or through Consultant’s relationship with the Company, about the Company’s customers, employees, contractors, business methods, public relations methods, organization, pricing information, plans, strategies, proposed bids, proposals, product information, procedures or finances, including, without limitation, information of or relating to customers and customer lists. Confidential Information shall not include any information that (i) was publicly known or was otherwise not confidential at the time of disclosure to Consultant; (ii) becomes publicly known or available or otherwise non-confidential thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by Consultant, or by any person or entity provided that with respect to any person or entity Consultant has actual knowledge of such duty and the confidentiality of such information; or (iii) is disclosed to Consultant by a third party or otherwise becomes known to him other than through his relationship with the Company. Upon termination of Consultant’s Consulting Agreement with the Company, regardless of the reason, all Confidential Information in Consultant’s possession, including copies, duplicates, and electronic files, shall be returned to the Company and shall not be retained by Consultant or furnished to any third party, unless then required by law to be retained or furnished, and except that Consultant may keep, sealed, one archival copy that may be unsealed and used by Consultant solely to defend against any claims that he breached any duty owed to the Company.

     Section 2. Company Property. Except as provided in the Consulting Agreement, all personal property and equipment furnished by the Company to or prepared by Consultant in the course of or incident to Consultant’s services as such belong to the Company and shall be promptly returned to the Company upon termination of Consultant’s services as such or at such other time as the Company may request, except for an archival copy of the type noted above. Personal property includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all other proprietary information relating to the business of the Company. Following termination of Consulting Agreement, Consultant will not retain any written or other tangible material containing any proprietary information of the Company, except for the archival copies noted above.

     Section 3. Non-Solicitation. At all times during the term of the Consulting Agreement, Consultant will not, directly or indirectly (except through general advertising in any media), either on Consultant’s own account or jointly with or as a manager, agent, officer, employee, consultant, independent contractor, partner, joint venturer, owner, financier, shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to, solicit, or attempt to solicit away from the Company any of their officers or employees or offer employment to any person who, at the time of such solicitation or offer, is or was an officer or employee of the Company.

     Section 4. Covenant Not to Compete. As a condition of and in consideration of the terms of the Consulting Agreement, Consultant acknowledges and agrees to the following:

     Consultant acknowledges that he was intimately involved in the management of the Company, its expansion, and its acquisition or creation of the affiliated companies, as set forth in Exhibit A. Consultant acknowledges and agrees that the business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services¹, and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 31, 2006 incorporated herein by reference.

     Based on Consultant’s previous high level in management of the Company and based on the knowledge, information, and experience that the Consultant gained as an employee and will gain through his consulting position with the Company and Consultant’s ability to build a competing company engaging in some or all of the services provided by the Company, Consultant acknowledges that the scope of this Agreement should be broad, both geographically and in the scope of conduct prohibited.

     Consultant acknowledges that the Company now conducts business and provides services throughout the United States to federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers. Consultant acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities. Consultant acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit B.

     Consultant agrees that at all times during the term of his Consulting Agreement with the Company, Consultant shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business entity, and whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, (except as a passive owner of an equity interest not exceeding 1%) establish, carry on, or engage in a business similar to that of the Company, in the Restricted Area, as defined in Exhibit B, attached. This prohibition includes, without limitation, that Consultant will not perform the following in the Restricted Area:

     (a) Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, environmental services, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any time prior to Consultant’s separation from employment;

     (b) Establish, own (except as a passive owner of an equity interest not exceeding 1%), become employed with, consult on business matters with, or participate in any way in a business engaged in engineering, construction, procurement maintenance, environmental services, and pipe fabrication services, or any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides, and further provided this prohibition shall not operate to prohibit Consultant from working for such competing businesses in a segment in which the Company does not operate.

     (c) Provide consulting services for, invest in (except as the passive owner of an equity interest not exceeding 1%), become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not

limited to Jacobs Engineering Group Inc., Fluor Corporation, URS Corporation, Halliburton, Turner Industries Group, L.L.C., Bechtel Group, Inc., Washington Group International, Inc., KBR, Ch2M Hill, Foster Wheeler, Black & Veatch and Chicago Bridge and Iron, or any of their respective subsidiaries, affiliates, or successors, in pursuit of work from federal, state, local, or private sources, and further provided this prohibition shall not operate to prohibit Consultant from working for such competing businesses in a segment in which the Company does not operate.

This prohibition does not prohibit Consultant from engaging in a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates.

     Consultant acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this covenant will be inadequate, and that in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled. Consultant acknowledges that the provisions contained in this Section are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.

     Section 5. Miscellaneous Provisions.

     (a) Employment Rights. This Agreement shall not be deemed to confer upon Consultant any right to employment or to continue in the employ of the Company for any period or at Consultant’s present or any other rate of compensation.

     (b) Amendment. This Agreement may only be amended or modified in a writing executed by both the Company and Consultant. No oral waivers or extensions shall be binding on the parties.

     (c) Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term of condition for the future or as to any other act other than that specifically waived.

     (d) Injunctive Relief and Arbitration. Consultant and the Company each acknowledge that the provisions of Sections 1, 3, and 4 are reasonable and necessary, that the damages that would be suffered as a result of a breach or threatened breach by Consultant of Sections 1, 3, and 4 may not be calculable, and that the award of a money judgment to the Company for such a breach or threatened breach thereof by Consultant would be an inadequate

remedy. Consequently, Consultant expressly consents and agrees that the Company may, in addition to any other available remedies that the Company may be entitled in law or in equity, enforce the provisions of Sections 1, 3, and/or 4 by injunctive or other equitable relief, including a temporary and/or permanent injunction (without proving a breach thereof), to prevent unfair competition, the use and/or unauthorized disclosure of trade secrets or confidential information, and/or the unauthorized solicitation of the Company’s officers, employees, and customers. The Company shall not be obligated to post bond or other security in seeking such relief.

     (e) Arbitration. The Consultant and the Company agree that any dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved through arbitration. Given the recitals set forth in Section 4 above, the Consultant and the Company hereby expressly acknowledge that Consultant’s position in the Company, and the Company’s business, have a substantial impact on interstate commerce; and further, that Consultant’s development and involvement with the Company, and the Company’s business, have a national and international territorial scope commercially. Thus, any arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, shall be governed, heard and decided under the provisions and the authority of the Federal Arbitration Act, 9 U.S.C.A. § 1 et seq., and shall be submitted for arbitration to the office of the American Arbitration Association in New Orleans, Louisiana on demand of either party.

     Such arbitration proceedings shall be conducted in New Orleans, Louisiana and shall be conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. Consultant acknowledges that the Company retains the right to seek injunctive relief from a judicial authority based on the nature of this Agreement and in furtherance of the terms of Section 5(d) above. Each party shall have the right to be represented by counsel or other designated representatives. Discovery will be permitted. The arbitrator shall have the right to award or include in his or her award any relief that he or she deems proper under the circumstances, including, without limitation, all types of relief that could be awarded by a court of law, such as money damages, (with interest on unpaid amounts from date due), specific performance, and injunctive relief. The arbitrator shall issue a written opinion explaining the reasons for his or her decision and award. The award and decision of the arbitrator shall be conclusive and binding upon both parties and judgment upon the award may be entered in any court of competent jurisdiction. The parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction and each waives any right to contest the validity or enforceability of such award. The parties further agree to be bound by the provisions of any statute of limitations that would be otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration proceeding initiated hereunder. Without limiting the foregoing, the parties shall be entitled in any such arbitration proceeding to the entry of an order by a court of competent jurisdiction pursuant to an opinion of the arbitrator for specific performance of any of the requirements of this Agreement. This provision shall survive and continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement. The provisions of this Paragraph 5(e) will survive the termination of this Agreement for any reason. Consultant and the Company acknowledge and agree that any and all rights they may have to resolve their claims by a jury trial are hereby expressly waived. The provisions of this Paragraph 5(e) do not preclude Consultant from filing a complaint with any federal, state, or other governmental administrative agency, if applicable.

This provision supersedes any conflicting provision contained in any Employment Agreement or other agreement between the Consultant and the Company.

     (f) Governing Law. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Louisiana. This provision supersedes any conflicting provision contained in any Employment Agreement, Consulting Agreement or other agreement between the Consultant and the Company.

     (g) Assignment. This Agreement may not be assigned by Consultant, but may be assigned by the Company to any successor to substantially all of its business and will inure to the benefit and be binding upon any such successor. This Agreement shall be binding upon the parties hereto, together with their respective executors, administrators, personal representatives, and heirs, and, in the case of the Company, permitted successors and assigns.

     (h) Severability. Each provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

     (i) Reformation. It is the intention of the parties that if any court or arbitrator(s) shall determine that any provision of this Agreement, including the scope, duration, or geographical limit of any provision, is unenforceable, the provision in question and this Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent necessary to render the provision and Agreement valid and enforceable.

     (j) Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     (k) Consent. Consultant acknowledges that he has reviewed the provisions of this Agreement carefully and has been given an opportunity to ask questions of the Company. He acknowledges that he has had ample opportunity to consult with an attorney of his choice (at his expense) prior to signing this Agreement and that he knowingly consents to the terms herein.

     (l) Expenses. The Prevailing party in any dispute agrees to reimburse the other Party for all fees and expenses of attorneys incurred by Prevailing party in successfully prosecuting or defending any claim made hereunder.

     (m) Advice and Consent. Consultant may submit to Company a request that Company notify him whether conduct described in such request does or would violate the provisions of this Agreement. If Company fails to respond to any such request within 30 days, the Company will be deemed to have waived any claim of violation or breach of this Agreement that is based, in whole or part, or conduct described in such request.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this       day of                     , 2007.

COMPANY:		CONSULTANT:
The Shaw Group Inc. and
its affiliates listed on Exhibit A:
		Thomas A. Barfield, Jr.

EXHIBIT B

RESTRICTED AREA

ALASKA
Aleutians East		Kenai Peninsula		Sitka
Aleutians West		Ketchikan Gateway		Skagway-Hoonah-Angoon
Anchorage		Kodiak Island		Southeast Fairbanks
Bethel		Lake and Peninsula		Valdez-Cordova
Bristol Bay		Matanuska-Susitna		Wade Hampton
Denali		Nome		Wrangell-Petersburg
Dillingham		North Slope		Yakutat
Fairbanks North Star		Northwest Arctic		Yukon-Koyukuk
Haines		Prince of Wales-Outer
		Ketchikan
Juneau
ALABAMA
Autauga		Butler		Clarke
Baldwin		Calhoun		Clay
Barbour		Chambers		Cleburne
Bibb		Cherokee		Coffee
Blount		Chilton		Colbert
Bullock		Choctaw		Conecuh

Coosa		Jackson		Perry
Covington		Jefferson		Pickens
Crenshaw		Lamar		Pike
Cullman		Lauderdale		Randolph
Dale		Lawrence		Russell
Dallas		Lee		St. Clair
De Kalb		Limestone		Shelby
Elmore		Lowndes		Sumter
Escambia		Macon		Talladega
Etowah		Madison		Tallapoosa
Fayette		Marengo		Tuscaloosa
Franklin		Marion		Walker
Geneva		Marshall		Washington
Greene		Mobile		Wilcox
Hale		Monroe		Winston
Henry		Montgomery
Houston		Morgan
ARIZONA
Apache		Greenlee		Pima
Cochise		La Paz		Pinal
Coconino		Maricopa		Santa Cruz
Gila		Mohave		Yavapai
Graham		Navajo		Yuma

ARKANSAS
Arkansas		Drew		Lonoke
Ashley		Faulkner		Madison
Baxter		Franklin		Marion
Benton		Fulton		Miller
Boone		Garland		Mississippi
Bradley		Grant		Monroe
Calhoun		Greene		Montgomery
Carroll		Hempstead		Nevada
Chicot		Hot Spring		Newton
Clark		Howard		Ouachita
Clay		Independence		Perry
Cleburne		Izard		Phillips
Cleveland		Jackson		Pike
Columbia		Jefferson		Poinsett
Conway		Johnson		Polk
Craighead		Lafayette		Pope
Crawford		Lawrence		Prairie
Crittenden		Lee		Pulaski
Cross		Lincoln		Randolph
Dallas		Little River		St. Francis
Desha		Logan		Saline

Scott		Sharp		Washington
Searcy		Stone		White
Sebastian		Union		Woodruff
Sevier		Van Buren		Yell
CALIFORNIA
Alameda		Lassen		San Benito
Alpine		Los Angeles		San Bernardino
Amador		Madera		San Diego
Butte		Marin		San Francisco
Calaveras		Mariposa		San Joaquin
Colusa		Mendocino		San Luis Obispo
Contra Costa		Merced		San Mateo
Del Norte		Modoc		Santa Barbara
El Dorado		Mono		Santa Clara
Fresno		Monterey		Santa Cruz
Glenn		Napa		Shasta
Humboldt		Nevada		Sierra
Imperial		Orange		Siskiyou
Inyo		Placer		Solano
Kern		Plumas		Sonoma
Kings		Riverside		Stanislaus
Lake		Sacramento		Sutter

Tehama		Tuolumne		Yuba
Trinity		Ventura
Tulare		Yolo
COLORADO
Adams		Eagle		Logan
Alamosa		Elbert		Mesa
Arapahoe		El Paso		Mineral
Archuleta		Fremont		Moffat
Baca		Garfield		Montezuma
Bent		Gilpin		Montrose
Boulder		Grand		Morgan
Broomfield		Gunnison		Otero
Chaffee		Hinsdale		Ouray
Cheyenne		Huerfano		Park
Clear Creek		Jackson		Phillips
Conejos		Jefferson		Pitkin
Costilla		Kiowa		Prowers
Crowley		Kit Carson		Pueblo
Custer		Lake		Rio Blanco
Delta		La Plata		Rio Grande
Denver		Larimer		Routt
Dolores		Las Animas		Saguache
Douglas		Lincoln		San Juan

San Miguel		Teller		Yuma
Sedgwick		Washington
Summit		Weld
CONNECTICUT
Fairfield		Middlesex		Tolland
Hartford		New Haven		Windham
Litchfield		New London
DISTRICT OF COLUMBIA
District of Columbia
DELAWARE
Kent		New Castle		Sussex
FLORIDA
Alachua		Baker		Bay

Bradford		Hernando		Orange
Brevard		Highlands		Osceola
Broward		Hillsborough		Palm Beach
Calhoun		Holmes		Pasco
Charlotte		Indian River		Pinellas
Citrus		Jackson		Polk
Clay		Jefferson		Putnam
Collier		Lafayette		St. Johns
Columbia		Lake		St. Lucie
De Soto		Lee		Santa Rosa
Dixie		Leon		Sarasota
Duval		Levy		Seminole
Escambia		Liberty		Sumter
Flagler		Madison		Suwannee
Franklin		Manatee		Taylor
Gadsden		Marion		Union
Gilchrist		Martin		Volusia
Glades		Miami-Dade		Wakulla
Gulf		Monroe		Walton
Hamilton		Nassau		Washington
Hardee		Okaloosa
Hendry		Okeechobee
GEORGIA

Appling		Chatham		Early
Atkinson		Chattahoochee		Echols
Bacon		Chattooga		Effingham
Baker		Cherokee		Elbert
Baldwin		Clarke		Emanuel
Banks		Clay		Evans
Barrow		Clayton		Fannin
Bartow		Clinch		Fayette
Ben Hill		Cobb		Floyd
Berrien		Coffee		Forsyth
Bibb		Colquitt		Franklin
Bleckley		Columbia		Fulton
Brantley		Cook		Gilmer
Brooks		Coweta		Glascock
Bryan		Crawford		Glynn
Bulloch		Crisp		Gordon
Burke		Dade		Grady
Butts		Dawson		Greene
Calhoun		Decatur		Gwinnett
Camden		De Kalb		Habersham
Candler		Dodge		Hall
Carroll		Dooly		Hancock
Catoosa		Dougherty		Haralson
Charlton		Douglas		Harris

Hart		Marion		Schley
Heard		Meriwether		Screven
Henry		Miller		Seminole
Houston		Mitchell		Spalding
Irwin		Monroe		Stephens
Jackson		Montgomery		Stewart
Jasper		Morgan		Sumter
Jeff Davis		Murray		Talbot
Jefferson		Muscogee		Taliaferro
Jenkins		Newton		Tattnall
Johnson		Oconee		Taylor
Jones		Oglethorpe		Telfair
Lamar		Paulding		Terrell
Lanier		Peach		Thomas
Laurens		Pickens		Tift
Lee		Pierce		Toombs
Liberty		Pike		Towns
Lincoln		Polk		Treutlen
Long		Pulaski		Troup
Lowndes		Putnam		Turner
Lumpkin		Quitman		Twiggs
McDuffie		Rabun		Union
McIntosh		Randolph		Upson
Macon		Richmond		Walker
Madison		Rockdale		Walton

Ware		Webster		Wilcox
Warren		Wheeler		Wilkes
Washington		White		Wilkinson
Wayne		Whitfield		Worth
HAWAII
Hawaii		Kalawao		Maui
Honolulu		Kauai
IOWA
Adair		Butler		Clinton
Adams		Calhoun		Crawford
Allamakee		Carroll		Dallas
Appanoose		Cass		Davis
Audubon		Cedar		Decatur
Benton		Cerro Gordo		Delaware
Black Hawk		Cherokee		Des Moines
Boone		Chickasaw		Dickinson
Bremer		Clarke		Dubuque
Buchanan		Clay		Emmet
Buena Vista		Clayton		Fayette

Floyd		Lee		Pottawattamie
Franklin		Linn		Poweshiek
Fremont		Louisa		Ringgold
Greene		Lucas		Sac
Grundy		Lyon		Scott
Guthrie		Madison		Shelby
Hamilton		Mahaska		Sioux
Hancock		Marion		Story
Hardin		Marshall		Tama
Harrison		Mills		Taylor
Henry		Mitchell		Union
Howard		Monona		Van Buren
Humboldt		Monroe		Wapello
Ida		Montgomery		Warren
Iowa		Muscatine		Washington
Jackson		O’Brien		Wayne
Jasper		Osceola		Webster
Jefferson		Page		Winnebago
Johnson		Palo Alto		Winneshiek
Jones		Plymouth		Woodbury
Keokuk		Pocahontas		Worth
Kossuth		Polk		Wright
IDAHO

Ada		Cassia		Lewis
Adams		Clark		Lincoln
Bannock		Clearwater		Madison
Bear Lake		Custer		Minidoka
Benewah		Elmore		Nez Perce
Bingham		Franklin		Oneida
Blaine		Fremont		Owyhee
Boise		Gem		Payette
Bonner		Gooding		Power
Bonneville		Idaho		Shoshone
Boundary		Jefferson		Teton
Butte		Jerome		Twin Falls
Camas		Kootenai		Valley
Canyon		Latah		Washington
Caribou		Lemhi
ILLINOIS
Adams		Bureau		Christian
Alexander		Calhoun		Clark
Bond		Carroll		Clay
Boone		Cass		Clinton
Brown		Champaign		Coles

Cook		Jefferson		Mercer
Crawford		Jersey		Monroe
Cumberland		Jo Daviess		Montgomery
DeKalb		Johnson		Morgan
De Witt		Kane		Moultrie
Douglas		Kankakee		Ogle
DuPage		Kendall		Peoria
Edgar		Knox		Perry
Edwards		Lake		Piatt
Effingham		La Salle		Pike
Fayette		Lawrence		Pope
Ford		Lee		Pulaski
Franklin		Livingston		Putnam
Fulton		Logan		Randolph
Gallatin		McDonough		Richland
Greene		McHenry		Rock Island
Grundy		McLean		St. Clair
Hamilton		Macon		Saline
Hancock		Macoupin		Sangamon
Hardin		Madison		Schuyler
Henderson		Marion		Scott
Henry		Marshall		Shelby
Iroquois		Mason		Stark
Jackson		Massac		Stephenson
Jasper		Menard		Tazewell

Union		Washington		Will
Vermilion		Wayne		Williamson
Wabash		White		Winnebago
Warren		Whiteside		Woodford
INDIANA
Adams		Delaware		Huntington
Allen		Dubois		Jackson
Bartholomew		Elkhart		Jasper
Benton		Fayette		Jay
Blackford		Floyd		Jefferson
Boone		Fountain		Jennings
Brown		Franklin		Johnson
Carroll		Fulton		Knox
Cass		Gibson		Kosciusko
Clark		Grant		Lagrange
Clay		Greene		Lake
Clinton		Hamilton		La Porte
Crawford		Hancock		Lawrence
Daviess		Harrison		Madison
Dearborn		Hendricks		Marion
Decatur		Henry		Marshall
De Kalb		Howard		Martin

Miami		Pulaski		Tipton
Monroe		Putnam		Union
Montgomery		Randolph		Vanderburgh
Morgan		Ripley		Vermillion
Newton		Rush		Vigo
Noble		St. Joseph		Wabash
Ohio		Scott		Warren
Orange		Shelby		Warrick
Owen		Spencer		Washington
Parke		Starke		Wayne
Perry		Steuben		Wells
Pike		Sullivan		White
Porter		Switzerland		Whitley
Posey		Tippecanoe
KANSAS
Allen		Butler		Cloud
Anderson		Chase		Coffey
Atchison		Chautauqua		Comanche
Barber		Cherokee		Cowley
Barton		Cheyenne		Crawford
Bourbon		Clark		Decatur
Brown		Clay		Dickinson

Doniphan		Kearny		Ottawa
Douglas		Kingman		Pawnee
Edwards		Kiowa		Phillips
Elk		Labette		Pottawatomie
Ellis		Lane		Pratt
Ellsworth		Leavenworth		Rawlins
Finney		Lincoln		Reno
Ford		Linn		Republic
Franklin		Logan		Rice
Geary		Lyon		Riley
Gove		McPherson		Rooks
Graham		Marion		Rush
Grant		Marshall		Russell
Gray		Meade		Saline
Greeley		Miami		Scott
Greenwood		Mitchell		Sedgwick
Hamilton		Montgomery		Seward
Harper		Morris		Shawnee
Harvey		Morton		Sheridan
Haskell		Nemaha		Sherman
Hodgeman		Neosho		Smith
Jackson		Ness		Stafford
Jefferson		Norton		Stanton
Jewell		Osage		Stevens
Johnson		Osborne		Sumner

Thomas		Wallace		Wilson
Trego		Washington		Woodson
Wabaunsee		Wichita		Wyandotte
KENTUCKY
Adair		Campbell		Franklin
Allen		Carlisle		Fulton
Anderson		Carroll		Gallatin
Ballard		Carter		Garrard
Barren		Casey		Grant
Bath		Christian		Graves
Bell		Clark		Grayson
Boone		Clay		Green
Bourbon		Clinton		Greenup
Boyd		Crittenden		Hancock
Boyle		Cumberland		Hardin
Bracken		Daviess		Harlan
Breathitt		Edmonson		Harrison
Breckinridge		Elliott		Hart
Bullitt		Estill		Henderson
Butler		Fayette		Henry
Caldwell		Fleming		Hickman
Calloway		Floyd		Hopkins

Jackson		Magoffin		Powell
Jefferson		Marion		Pulaski
Jessamine		Marshall		Robertson
Johnson		Martin		Rockcastle
Kenton		Mason		Rowan
Knott		Meade		Russell
Knox		Menifee		Scott
Larue		Mercer		Shelby
Laurel		Metcalfe		Simpson
Lawrence		Monroe		Spencer
Lee		Montgomery		Taylor
Leslie		Morgan		Todd
Letcher		Muhlenberg		Trigg
Lewis		Nelson		Trimble
Lincoln		Nicholas		Union
Livingston		Ohio		Warren
Logan		Oldham		Washington
Lyon		Owen		Wayne
McCracken		Owsley		Webster
McCreary		Pendleton		Whitley
McLean		Perry		Wolfe
Madison		Pike		Woodford
LOUISIANA

Acadia		Iberia		St. Charles
Allen		Iberville		St. Helena
Ascension		Jackson		St. James
Assumption		Jefferson		St. John the Baptist
Avoyelles		Jefferson Davis		St. Landry
Beauregard		Lafayette		St. Martin
Bienville		Lafourche		St. Mary
Bossier		La Salle		St. Tammany
Caddo		Lincoln		Tangipahoa
Calcasieu		Livingston		Tensas
Caldwell		Madison		Terrebonne
Cameron		Morehouse		Union
Catahoula		Natchitoches		Vermilion
Claiborne		Orleans		Vernon
Concordia		Ouachita		Washington
De Soto		Plaquemines		Webster
East Baton Rouge		Pointe Coupee		West Baton Rouge
East Carroll		Rapides		West Carroll
East Feliciana		Red River		West Feliciana
Evangeline		Richland		Winn
Franklin		Sabine
Grant		St. Bernard

MASSACHUSETTS
Barnstable		Franklin		Norfolk
Berkshire		Hampden		Plymouth
Bristol		Hampshire		Suffolk
Dukes		Middlesex		Worcester
Essex		Nantucket
MARYLAND
Allegany		Dorchester		Queen Anne’s
Anne Arundel		Frederick		St. Mary’s
Baltimore		Garrett		Somerset
Calvert		Harford		Talbot
Caroline		Howard		Washington
Carroll		Kent		Wicomico
Cecil		Montgomery		Worcester
Charles		Prince George’s		Baltimore City
MAINE
Androscoggin		Cumberland		Hancock
Aroostook		Franklin		Kennebec

Knox		Piscataquis		Washington
Lincoln		Sagadahoc		York
Oxford		Somerset
Penobscot		Waldo
MICHIGAN
Alcona		Clare		Iosco
Alger		Clinton		Iron
Allegan		Crawford		Isabella
Alpena		Delta		Jackson
Antrim		Dickinson		Kalamazoo
Arenac		Eaton		Kalkaska
Baraga		Emmet		Kent
Barry		Genesee		Keweenaw
Bay		Gladwin		Lake
Benzie		Gogebic		Lapeer
Berrien		Grand Traverse		Leelanau
Branch		Gratiot		Lenawee
Calhoun		Hillsdale		Livingston
Cass		Houghton		Luce
Charlevoix		Huron		Mackinac
Cheboygan		Ingham		Macomb
Chippewa		Ionia		Manistee

Marquette		Oakland		St. Clair
Mason		Oceana		St. Joseph
Mecosta		Ogemaw		Sanilac
Menominee		Ontonagon		Schoolcraft
Midland		Osceola		Shiawassee
Missaukee		Oscoda		Tuscola
Monroe		Otsego		Van Buren
Montcalm		Ottawa		Washtenaw
Montmorency		Presque Isle		Wayne
Muskegon		Roscommon		Wexford
Newaygo		Saginaw
MINNESOTA
Aitkin		Cass		Douglas
Anoka		Chippewa		Faribault
Becker		Chisago		Fillmore
Beltrami		Clay		Freeborn
Benton		Clearwater		Goodhue
Big Stone		Cook		Grant
Blue Earth		Cottonwood		Hennepin
Brown		Crow Wing		Houston
Carlton		Dakota		Hubbard
Carver		Dodge		Isanti

Itasca		Mower		St. Louis
Jackson		Murray		Scott
Kanabec		Nicollet		Sherburne
Kandiyohi		Nobles		Sibley
Kittson		Norman		Stearns
Koochiching		Olmsted		Steele
Lac qui Parle		Otter Tail		Stevens
Lake		Pennington		Swift
Lake of the Woods		Pine		Todd
Le Sueur		Pipestone		Traverse
Lincoln		Polk		Wabasha
Lyon		Pope		Wadena
McLeod		Ramsey		Waseca
Mahnomen		Red Lake		Washington
Marshall		Redwood		Watonwan
Martin		Renville		Wilkin
Meeker		Rice		Winona
Mille Lacs		Rock		Wright
Morrison		Roseau		Yellow Medicine
MISSOURI
Adair		Atchison		Barry
Andrew		Audrain		Barton