SHAW GROUP INC - FORM 8-K/A - EX-10.1 - October 29, 2009

Exhibit 10.1

EXHIBIT 2.13(d)
NOTE

[Date]

     The Shaw Group Inc., a Louisiana corporation (the “Borrower”), promises to pay                                                              (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of BNP Paribas, [                                        ], together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the applicable Facility Termination Date.

     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

     This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of [___] (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, the lenders party thereto, including the Lender and BNP Paribas, as an Issuer and as Agent. Reference is hereby made to this Agreement for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Subject to Section 10.15 of the Credit Agreement, this Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF                     ,
DATED                     ,

						Principal
		Principal		Maturity of		Amount		Unpaid
Date		Amount of Loan		Interest Period		Paid		Balance

EXHIBIT 2.21
FORM OF LENDER ADDENDUM

LENDER ADDENDUM

          Reference is made to the Amended and Restated Credit Agreement dated as of [___], 2009 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) among The Shaw Group Inc., a Louisiana corporation (the “Borrower”), the lenders party thereto and BNP Paribas, as Agent for the Lenders and as an Issuer. Terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Credit Agreement.

          Subject to the effectiveness of the amendment and restatement of the Existing Facility, upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 2.21 and Section 15.7 of the Credit Agreement, the undersigned (i) to the extent not already a Lender, hereby becomes a Lender under the Credit Agreement and (ii) shall have Facility LC Commitments (including, if the undersigned is already a Lender, its Facility LC Commitment before giving effect hereto) in an aggregate amount equal to $                    , effective as of the date of acceptance specified below. To the extent that the undersigned is already a Lender under the Credit Agreement, the Facility LC Commitments on this Lender Addendum shall supersede its previous Facility LC Commitments under the Credit Agreement.

          This Lender Addendum shall be construed in accordance with and governed by the law of the State of New York. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and delivered by their proper and duly authorized officers as of this ___ day of ___.

Accepted and agreed this ___ day of [                    ]:

THE SHAW GROUP INC.
By:
Name:
Title:
BNP PARIBAS, as Agent
By:
Name:
Title:
By:
Name:
Title:

EXHIBIT 6.1(d) COMPLIANCE CERTIFICATE
[date]

To:		The Lenders party to the Credit Agreement Described Below

     This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit Agreement dated as of [___] (as amended, modified, renewed or extended from time to time, the “Agreement”) among The Shaw Group Inc., a Louisiana corporation (the “Borrower”), the lenders party thereto and BNP Paribas, as Agent for the Lenders and as an Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings attributed to them in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected chief financial officer of the Borrower.

     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.

     4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

     6. Schedule II attached hereto sets forth the various reports and deliveries which are required at this time under the Agreement, the Collateral Documents and the other Loan Documents and the status of compliance.

     Described below are the exceptions, if any, to paragraph 3 listing the nature and stating the condition or event which constitutes a Default or Unmatured Default, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

     The foregoing certifications, together with the schedules attached hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this                      day of                                         , ___.

SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance as of                     , ___ with
Provisions of Section 6.22 of the Agreement

SCHEDULE II TO COMPLIANCE CERTIFICATE

Reports and Deliveries Currently Due

EXHIBIT 6.1(l)

BACKLOG REPORT

SHAW GROUP, INC.
MAJOR PROJECTS CONSOLIDATED PROGRESS TO DATE
As of                                                             
Includes Projects with $10 million or More in Backlog
($ in 000’s)

COSTS & EARNINGS

BILLINGS

PROJECT

PROJECT

FORECASTED

TOTAL

TOTAL

EARNED

COSTS TO

EARNED

IN EXCESS

IN EXCESS OF

CUSTOMER

BUSINESS

LOCATION

SCOPE

FIRM

REVENUE

COSTS

GROSS MARGIN

REVENUE

DATE

GROSS MARGIN

OF BILLINGS

COSTS & EARNINGS

EXHIBIT 12.3.1 ASSIGNMENT AGREEMENT

     This Assignment Agreement (this “Assignment Agreement”) between ___ ___(the “Assignor”) and ___ (the “Assignee”) is dated as of ___, 20___. The parties hereto agree as follows:

     1. PRELIMINARY STATEMENT. The Assignor is a party to an Amended and Restated Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after this Assignment Agreement, together with any consents required under the Credit Agreement, are delivered to the Agent. In no event will the Effective Date occur if (i) the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date and (ii) the payment of the recordation fee, described in Section 5 of this Assignment Agreement, is not made to the Agent on or before the Effective Date. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, the Effective Date will not occur unless the Assignee delivers to the Borrower and the Agent concurrently with the Effective Date two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or replacement or successor forms, as the case may be), certifying in either case that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

     4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest, Reimbursement Obligations and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on Credit Extensions and fees received from the Agent which relate to the portion of the Commitment or Outstanding Credit Exposure assigned to the Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the

other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Agent in connection with this Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Credit Extensions or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Credit Extensions or the Loan Documents.

     7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the

Assignee’s non-performance of the obligations assumed under this Assignment Agreement, and (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

     8. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of New York and the United States of America.

     9. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

     10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement.

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

SCHEDULE 1 to Assignment Agreement

1.		Description and Date of Credit Agreement: Amended and Restated Credit Agreement dated as of [____], 2009 among The Shaw Group Inc., the lenders party thereto, and BNP Paribas, as Agent
2.		Date of Assignment Agreement:		, 20
3.		Amounts (As of Date of Item 2 above):

Revolving Credit

Facility LC

Commitment

Commitment

([2010/2011/2012]

([2010/2011/2012]

Commitment)1

Commitment)2

a.

Assignee’s percentage of each Facility purchased under the Assignment Agreement*

%

%

b.

Amount of each Facility purchased under the Assignment Agreement*

$

$

4. Assignee’s ([2010/2011/2012])3 Commitment (or Outstanding Credit Exposure with respect to terminated Commitments) purchased hereunder:

$

$

5.		Proposed Effective Date:		, 20
6.		Non-standard		Recordation		Fee
		Arrangement		N/A**
				[Assignor/Assignee
				to pay 100% of fee]
Accepted and Agreed:

[NAME OF ASSIGNOR]						[NAME OF ASSIGNEE]
By:						By:
Name:						Name:
Title:						Title:

ACCEPTED AND CONSENTED		ACCEPTED AND CONSENTED
TO *** BY		TO*** BY

The Shaw Group Inc.						BNP Paribas, as Agent and as Swing Line
Lender
By:						By:
Name:						Name:
Title:						Title:

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

ADMINISTRATIVE INFORMATION SHEET

Attach Assignor’s Administrative Information Sheet, which must
include notice addresses for the Assignor and the Assignee
(Sample form shown below)

ASSIGNOR INFORMATION

Contact:

Name:						Telephone No.:
Fax No.:						Telex No.:
						Answerback:

Payment Information:

Name & ABA # of Destination Bank:
Account Name & Number for Wire Transfer:

Other Instructions:

Address for Notices for Assignor:

ASSIGNEE INFORMATION
Credit Contact:

Name:						Telephone No.:
Fax No.:						Telex No.:
						Answerback:

Key Operations Contacts:

Booking Installation:						Booking Installation:

Name:						Name:
Telephone No.:						Telephone No.:
Fax No.:						Fax No.:
Telex No.:						Telex No.:

Answerback:						Answerback:

Payment Information:

Name & ABA # of Destination Bank:
Account Name & Number for Wire Transfer:

Other Instructions:

Address for Notices for Assignee:

AGENT INFORMATION

     Assignee will be called promptly upon receipt of the signed agreement.

Initial Funding Contact:		Subsequent Operations Contact:
Name:		Name:
Telephone No.: (     )		Telephone No.: (     )
Fax No.: (     )		Fax No.: (     )
BNPP Telex No.:

Initial Funding Standards:
Libor — Fund 2 days after rates are set.
BNPP Wire Instructions:
Address for Notices for BNP:

Schedule 2.19

SPECIFIC TERMS IN THIS SCHEDULE HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (* * *).

				Issue
LC Number		Beneficiary		Date		O/S at 9/24/09
HACH57467OS		***		10/20/03		***
91888187		***		2/24/06		***
91901592		***		3/26/08		***
27680		***		10/4/02		***
HACH80939OS		***		8/5/04		***
91883633		***		6/23/05		***
227637		***		5/31/02		***
BMCH122992OS		***		3/13/06		***
91907530		***		3/23/09		***
91907770		***		4/3/09		***
91908673		***		6/4/09		***
91907875		***		4/9/09		***
91903858		***		11/3/08		***
91908336		***		5/12/09		***
BMCH117959OS		***		11/22/05		***
BMCH117960OS		***		11/22/05		***
91891195		***		8/1/06		***
91892913		***		11/28/06		***
91901482		***		3/20/08		***
HACH77187OS		***		6/21/04		***
91908227		***		5/4/09		***
91904506		***		10/2/08		***
91886173		***		11/17/05		***
91887810		***		2/2/06		***
91907492		***		3/20/09		***
91908229		***		5/6/09		***
91908228		***		5/4/09		***
91907776		***		4/3/09		***
91907791		***		4/6/09		***
91907873		***		4/9/09		***
91902631		***		6/19/08		***

				Issue
LC Number		Beneficiary		Date		O/S at 9/24/09
91901613		***		3/28/08		***
HACH59228OS		***		11/17/03		***
HACH982501S		***		3/20/02		***
BMCH173895OS		***		5/3/07		***
BMCH202202OS		***		1/4/08		***
91904825		***		10/21/08		***
91894600		***		2/5/07		***
91909517		***		7/30/09		***
91909516		***		7/30/09		***
91906533		***		1/16/09		***
91905820		***		12/15/08		***
91910098		***		9/3/09		***
SM219893W		***		5/12/06		***
91888738		***		3/27/06		***
91894233		***		1/12/07		***
91906633		***		1/21/08		***
91895326		***		3/22/07		***
91888341		***		3/3/06		***
91900951		***		2/12/08		***
91899046		***		10/23/07		***
91901323		***		3/7/08		***
SM221617W		***		8/25/06		***
91897360		***		7/11/07		***
91897529		***		7/23/07		***
91898511		***		9/20/07		***
91898509		***		9/20/07		***
91898510		***		9/20/07		***
91898508		***		9/20/07		***
91908819		***		6/15/09		***
91908820		***		6/15/09		***
						***

Schedule 5.7

Litigation and Contingent Obligations

CASE NAME		TYPE ACTION/STATUS		LOCATION
Stone & Webster, Inc. v. MHI (Wolf Hollow)		S&W filed an arbitration claim for breach of contract against MHI regarding equipment and services provided by MHI on the Wolf Hollow Project. MHI filed a counterclaim alleging S&W improperly drew down MHI’s letter of credit, has withheld payments due MHI, damaged MHI’s turbine and caused MHI to incur additional overhead for which S&W is responsible. The arbitration hearing took place in May 2005. In November 2007, the tribunal issued a partial award in S&W’s favor with an issue regarding liquidated damages still awaiting resolution by the Tribunal.		Arbitration in New York, NY
HPD, LLC v. Shaw Constructors, Inc.		HPD sought a declaratory judgment naming terms of an unexecuted subcontract with SCI, and subsequently filed an arbitration demand for breach of contract. SCI denies HPD’s allegations and asserts that HPD has improperly withheld payments due SCI, delayed and disrupted SCI’s work, and failed to compensate SCI for out-of-scope work.		Arbitration in Atlanta, GA
Stone & Webster Asia, Inc. v. Taiwan Power Company		SWAI initiated an arbitration proceeding against TPC in which SWAI has demanded an increase of a contractual target price, payments from TPC for various claims and return of the letter of credit (LOC) proceeds. TPC denies SWAI’s entitlement to the majority of the claimed amounts and has filed a counterclaim alleging some defective work and that SWAI failed to complete work. The arbitration Tribunal ruled substantially in SWAI’s favor and TPC is now challenging that award in the Taiwan courts.		Arbitration in Taipei, Taiwan
Shaw Group UK Limited v. CB&I John Brown Limited		This is a construction subcontract dispute between CB&I and Shaw in connection with the construction of a liquefied natural gas terminal in England. Shaw is pursuing several claims against CB&I including delay and disruption damages and lost profits. CB&I filed a counterclaim seeking damages for the alleged cost to complete work removed from Shaw’s scope and which Shaw allegedly abandoned.		Arbitration, London, England
Stone & Webster, Inc. v. Public Service Company of Colorado d/b/a Xcel Energy and Xcel Energy Inc.		S&W filed suit against PSCo and Xcel for contractual and settlement disputes including delay, disruption and owner interference claims in connection with the construction of a power generation plant in Colorado. PSCo filed a counterclaim against S&W including claims alleging liquidated damages and costs to complete work removed from S&W’s scope.		Colorado
La. State Revenue Department v. The Shaw Group Inc.		The LDR filed a collection suit against Shaw for additional franchise taxes for 2001 and 2002 and for additional corporate income taxes for the same years. Shaw disagrees with LDR’s assessment and asserts, among other things, that its actual tax liability is consistent with the tax liability on its Louisiana tax returns as filed and, alternatively, LDR’s interpretation and enforcement of the Louisiana franchise tax laws is unconstitutional.		Louisiana

Schedule 5.8

THE SHAW GROUP INC.^®
AND ITS SUBSIDIARIES AND AFFILIATES
SCHEDULE OF GENERAL CORPORATE INFORMATION

						Percentage
		Jurisdiction of				Ownership
Name of Entity		Organization		Ownership/Shareholder(s)		Interest		Place(s) of Business
Accelerated Remediation Company, A Portage Shaw LLC		New Mexico (12/22/2003)		Shaw Environmental, Inc.		49%		207 Los Alamos Highway Espanola, New Mexico 87532
(Commonly referred to as “ARC.”) (Note: JV outgrowth of Shaw’s SBA-approved Mentor-Protégé Agreement with Portage.)				Portage Environmental, Inc.		51%
ACL Piping, Inc. (Dormant. Not Operating.)		Texas (04/22/1996)		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Aiton & Co Limited (Formed on 06/1/1998 as PINCO 1072 Limited; Changed name to Aiton & Co Limited on 06/12/1998) (NOTE: Dormant. Not Operating)		England & Wales Private Limited Company (06/01/1998)		Shaw Group UK Limited		100%		Stores Road Derby, Derbyshire DE21 4BG
American Eagle Asset Management, LLC		Delaware (12/12/2004)		Shaw Infrastructure, Inc. C.E.I. Investment Corp.		50%  50%		200 Pratt Street Meriden, Connecticut

						Percentage
		Jurisdiction of				Ownership
Name of Entity		Organization		Ownership/Shareholder(s)		Interest		Place(s) of Business
American Eagle Communities, LLC		Delaware (03/26/2004)		Shaw Infrastructure, Inc.		50%		1717 Pennsylvania Avenue, NW Washington, D.C. 20006
(Effective as of 08/15/2005, American Eagle Communities, L.L.C., a Louisiana LLC (formed on 10/25/2002) owned 50% by Shaw Infrastructure, Inc. and 50% by CEI Investment Corp. was merged into American Eagle Communities, LLC (a Delaware entity owned by the same parties) and ceased to exist.)				C.E.I. Investment Corp.		50%
American Eagle Communities Midwest, LLC (Cancellation Filed 10/3/2008)		Delaware		Shaw Ft. Leonard Wood Housing, L.L.C. (Formerly C.E.I.I. Midwest Management, LLC (a Non-Shaw owned Delaware LLC) owned 50%)		100% (Formerly owned 50% and CEI owned 50%)		4171 Essen Lane Baton Rouge, La. 70809
American Eagle Communities Midwest, L.L.C.		Texas (05/20/03)		American Eagle Communities, LLC		90%		10455 North Central Expressway, Suite 109-248
NOTE: TO BE DISSOLVED				Hensel Phelps Construction Co. 420 Sixth Avenue Greeley, Colorado 80632		10%		Dallas, Texas 75231 (972) 272-3696
American Eagle Constructors, LLC		Delaware (12/13/2004)         .		Shaw Infrastructure, Inc. C.E.I. Investment Corp.		50%  50%		1717 Pennsylvania Avenue, NW Suite 900 Washington, D.C. 20006
American Eagle Design-Build Studio LLC		Delaware (06/10/2004)		Shaw Infrastructure, Inc.		50%		200 Pratt Street Meriden, Connecticut
(On 02/24/2005 changed its name to American Eagle Design-Build Studio, LLC from formation name of American Eagle Design Studio LLC)				C.E.I. Investment Corp.		50%

						Percentage
		Jurisdiction of				Ownership
Name of Entity		Organization		Ownership/Shareholder(s)		Interest		Place(s) of Business
American Eagle Development, LLC		Delaware (12/13/2004)		Shaw Infrastructure, Inc. C.E.I. Investment Corp.		50%  50%		200 Pratt Street Meriden, Connecticut
American Eagle Gift Store, LLC		Delaware (0314/2005)		Shaw Infrastructure, Inc. C.E.I. Investment Corp.		50%  50%
American Eagle Marysville, LLC		Delaware (01/14/2005)		Shaw Infrastructure, Inc. CEI		50%  50%
American Eagle Northwest, LLC		Delaware (09/17/2004)		Shaw Northwest Housing, L.L.C.		50%		200 Pratt Street Meriden, Connecticut
				C.E.I. I. Northwest Management, LLC (a Delaware LLC)		50%

American Plastic Pipe and Supply, L.L.C.		Louisiana (05/23/2002)		EMCON/OWT, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Arlington Avenue E Venture, LLC		Delaware (11/02/2001)         .		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Associated Valve, Inc. (Dormant. Not operating. )		Louisiana (06/05/1996)		Shaw Alloy Piping Products, Inc. (On 02/01/05, ownership transferred to Shaw APP from Shaw FVF, Inc. as a result of merger of Shaw FVF into Shaw APP.)		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Atlantic Contingency Constructors, LLC (On 08/18/2006 changed name to Atlantic Contingency Constructors, LLC from formation name of Atlantic Contingency Construction, LLC)		Louisiana (04/27/2006)		Shaw Environmental & Infrastructure, Inc. AECOM Government Services, Inc. [NOTE: Former 15% owner, PAE Government Services, Inc., voluntarily withdrew effective as of 05/08/2008]		60% [Shaw E&I’s interest increased from 45% to 60% effective as of 05/08/2008 when PAE / 15% owner voluntarily withdrew.] 40%		4171 Essen Lane Baton Rouge, Louisiana 70809
Badger® Licensing LLC The Badger name is Federally Registered with the U.S. PTO under No. 871,924. Shaw acquired rights thereto through an assignment filed on 08/06/03.		Delaware (04/17/2003)		Badger® Technology Holdings, L.L.C. Alkylation Licensing LLC (an ExxonMobile entity)		50% 50%
Badger® Technologies, L.L.C.		Louisiana (09/27/2002)		Stone & Webster Process Technology, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809

The Badger name is Federally Registered with the U.S. PTO under No. 871,924. Shaw acquired rights thereto through an assignment filed on 08/06/03.								One Main Street, Suite 900 Cambridge, MA. 02142 Telephone: 617-494-7000 Fax.: 617-494-7258
Badger® Technology Holdings, L.L.C. The Badger name is Federally Registered with the U.S. PTO under No. 871,924. Shaw acquired rights thereto through an assignment filed on 08/06/03.		Louisiana (09/27/2002)		Badger® Technologies, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Beale Family Housing LLC		Delaware (___/2004)		Shaw Beale Housing, L.L.C. CEI		50% 50%
Bellefontaine Gas Producers, LLC		Delaware (07/09/1998)		EMCON/OWT, Inc. DTE Biomass Energy, Inc.		50% 50%		425 South Main, Suite 401 Ann Arbor, MI
Bellefontaie Leachate Services, LLC		Delaware (09/11/2000)		EMCON/OWT, Inc. DTE Biomass Energy, Inc.		50% 50%		400 S. El. Camino Real, Suite 1200 San Mateo, CA
Benicia North Gateway II, L.L.C. (Changed name on 05/20/02 to Benicia North Gateway II, L.L.C. from Benicia North Gateway , L.L.C.; Changed name on 05/01/02 to Benicia North Gateway, L.L.C. from formation name of Benecia, L.L.C.)		Louisiana (04/22/2002) (Formed under the name Benecia, L.L.C.)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
B.F. Shaw, Inc. (Note: Union Shop)		South Carolina (08/21/1987)		The Shaw Group Inc.		100%		366 Old Airport Road Laurens, South Carolina 29360-7636 Telephone: 864-682-4000 Fax: 864-683-4771

BNFL USA Group Inc. (This is the Westinghouse Electric Company US subsidiary acquired in 10/2006. It is often referred to as Westinghouse Electric Company so it is also set forth below in this table under Westinghouse Electric Company / BNFL USA Group Inc.)		Purpose: This is the US Westinghouse entity.
Brewster Street, LLC		Connecticut (10/15/2004)		Shaw Environmental Liability Solutions, LLC Pearson Consulting Group, Inc. PS Holdings Group LLC		33.33% 33.33% 33.33%		15 East Putnam Avenue, #3170 Greenwich, Ct. 06830
Camden Road Venture, LLC		Delaware (11/02/2001)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
C.B.P. Engineering Corp.		Illinois (03/16/1976)		Prospect Industries (Holdings), Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Chimento Wetlands, L.L.C.		Louisiana (04/22/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Coastal Estuary Services, L.L.C.		Louisiana (07/28/2004)		Shaw Environmental & Infrastructure, Inc. CH2M Hill		50.1% 49.9%		4171 Essen Lane Baton Rouge, Louisiana 70809
Cojafex B.V.		The Netherlands (12/15/59) Company with limited liability incorporated under Dutch law.		The Shaw Group Inc.		100% (4 shares; Common stock; EUR 226,89 par value)		Blaak 22 3011 TA Rotterdam, Holland The Netherlands Telephone: 011- 31-102068080 Fax: 011-31-104122494
Convey All Bulk, L.L.C.		Alabama		Gottlieb, Barnett & Bridges, LLC		50%		Alabama

NOTE: Acquired as part of the GBB acquisition. To be dissolved		(05/03/2004)		Cowles, Murphy, Glover & Associates, LLP (non-Shaw)		50%
Disaster Response Solutions, L.L.C. (Not yet operating.) TO BE DISSOLVED.		Delaware (02/182003)		Shaw Environmental & Infrastructure, Inc. Black & Veatch Special Projects Inc. Michael Baker Jr., Inc. Kellogg Brown & Root Services Inc.		30% 25% 25 1/2% 19 1/2%		5885 Trinity Parkway, Suite 120 Centreville, Virginia 20120-1921
Eagle Industries, Inc. (Dormant. Not operating.)		Louisiana (01/26/1990)		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
EDS Equipment Company, LLC (Changed name on 03/28/02 to EDS Equipment Company, LLC from formation name of DE&S Equipment Company, LLC)		Delaware 09/19/2002 Shaw Acquisition: As of 12/31/03, Shaw Transmission & Distribution Services, Inc. acquired the stock of parent company, Energy Delivery Services, Inc., from Duke Energy Global Markets, Inc.		Shaw Transmission & Distribution Services, Inc. (Effective 06/21/2006 Shaw Transmission & Distribution Services, Inc. acquired 100% ownership from Shaw Energy Delivery Services, Inc. (f/k/a Energy Delivery Services, Inc.)		100%		400 S Tyron Street Charlotte, NC 28201
EMCON/OWT, Inc. (Formed on 04/23/02 under the name Shaw Emcon, Inc.; Changed name on 05/22/02 to EMCON/OWT, Inc. from formation name of Shaw Emcon, Inc.)		Louisiana (04/23/2002)		Shaw Environmental & Infrastructure, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Emergency Response Services, LLC		Delaware (03/21/2006)		Shaw Environmental, Inc. URS Group, Inc.		50% 50%

Energy and Climate Advisors (Originally formed on 05/29/2007 by law firm Maples and Calder: Shaw and EEA acquired ownership from Maples and Calder on 06/14/2007.)		Cayman Islands (05/29/ 2007) Cayman Exempted Company with limited liability Limited by Shares		Shaw Capital (Cayman) EEA Cayman Limited		25,000 ordinary Class A shares 24,999 ordinary Class B shares		Registered Agent and Office: M&C Corporate Services Limited PO Box 309GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman Islands
Envirogen, Inc. (Effective as of 03/26/2003, all of the stock o f Envirogen, Inc. was acquired by Shaw Environmental & Infrastructure, Inc.) (Has one (1) wholly owned subsidiary, MWR, Inc., a Michigan corporation, which Envirogen, Inc. acquired in 1996.) (Environgen, Inc. was previously publicly traded as a NASDAQ Small Call under the symbol ENVG) (IPO Date — 08/11/92).		Delaware (06/29/1988)		Shaw Environmental & Infrastructure, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Environmental Solutions (Cayman) Ltd.		11/22/2007 Cayman Islands		Environmental Solutions Holding Ltd.		100%		P. O. Box 10697 Concord Centre – 59 Maclendon Drive Grand Caymna KY1-1006 Cayman Islands Local Legal Counsel:
								Maples and Calder Paul Lumsden Maples Corporate Services Shari Seymour Shaw Local Contact: Debby Lee

Environmental Solutions of Ecuador S.A. Envisolutec		11/2006		Environmental Solutions Ltd		799 shares		Local Legal Counsel:
		Ecuador		Larry Giroux (Non-Shaw Owner /Principal of GEI Ltd.) (Ecuador law requires a minimum of 2 shareholders.)		1 share		Perez Bustamante & Ponce Mr. Juan Manual Marchan
Environmental Solutions Holding Ltd.		11/22/2007 Cayman Islands		GHG Solutions, Inc.		100%		P. O. Box 10697 Concord Centre – 59 Maclendon Drive Grand Caymna KY1-1006 Cayman Islands Local Legal Counsel:
								Maples and Calder Paul Lumsden Maples Corporate Services Shari Seymour Shaw Local Contact: Debby Lee
Environmental Solutions Ltd.		11/03/2006 Cayman Islands Formed as a shelf company on 11/03/2006 by Maples and Calder Corporate		Environmental Solutions (Cayman) Ltd.		100%		P. O. Box 10697 Concord Centre – 59 Maclendon Drive Grand Caymna KY1-1006 Cayman Islands Local Legal Counsel:
		Services Ltd. (“M&C”) and owned by M&C until acquired by Shaw E&I International Ltd. from M&C effective as of July 22, 2008.						Maples and Calder Carolyn Smith Paul Lumsden Maples Corporate Services Shari Seymour Shaw Local Contact: Debby Lee
Field Services Canada Inc.		Canada (08/29/2000)		Stone & Webster Canada L.P.		100%		Registered Office: Brunswick House 44
		New Brunswick, Canada				(Common Shares; $1.00 per share stated capital; No PV.)		Chipman Hill, Suite 1000

		Private Corporation (Effective 05/27/2005, changed jurisdictions to New Brunswick from original jurisdiction of Ontario.)						Saint John, NB E2L 4S6 2300 Yonge Street Toronto, Ontario M4P 2W6 Canada
Field Services, Inc.		Louisiana (08/22/2000) An entity used by E&C, and Fossil and Nuclear Divisions of the Power Group.		Stone & Webster, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Ft. Leonard Wood Management Company, L.L.C.		Louisiana (08/16/2007)		Shaw Ft. Leonard Wood Housing II, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
GHG Solutions, Inc. (Changed name to GHG Solutions, Inc. on 11/21/2007 from formation name of Shaw Nuclear Energy Holdings (US), Inc.)		Louisiana 07/13/2006		Shaw Environmental & Infrastructure, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
GFM Real Estate LLC		Louisiana 01/25/2007		Shaw Facilities, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Great Southwest Parkway Venture, LLC		Delaware (11/02/2001)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Greater Baton Rouge Ethanol, L.L.C.		Louisiana (11/16/2006)		Shaw Biofuels, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Gulf Coast Equipment Rental, Inc. (Dormant. Not Operating.)		Louisiana (05/09/1996)		The Shaw Group Inc.		100%		15556 Perkins Road Baton Rouge, LA 70810** 15556 (A,B,E,F) Perkins Road Baton Rouge, Louisiana 70810

								632 Santa Anna Drive Lake Charles, Louisiana 70611 4171 Essen Lane Baton Rouge, Louisiana 70809
Hanscom Family Housing, LLC (Changed name to Hanscom Family Housing, LLC on 04/22 /2004, from formation name of American Eagle Hanscom, LLC.)		Delaware (03/10/2004)		Shaw Hanscom Housing, L.L.C. AEH Management, LLC (a CEI Delaware LLC)		50% 50%		200 Pratt Street Meriden, Connecticut
HL Newhall II, L.L.C. (Changed name on 05/20/02 to HL Newhall II, L.L.C. from formation name of HL Newhall, L.L.C.)		Louisiana (04/22/2002) (Formed under the name HL Newhall, L.L.C.)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Holdings Manufacturas Shaw South America, C.A.		Venezuela		Shaw International, Inc. C.A. Manufacturas Shaw South America, C.A.		50% 50%		Zona Industrial Avenue Principal Maracaibo, Venezuela
Hydro Power Solutions LLC (Formation name: Energy Production Management LLC) NOTE: Dormant. Not operating.		Delaware (07/24/2001) Formed on 07/24/2001under the name of Energy Production Management LLC.		Shaw California, L.L.C. (GPHQ Holdings, (U.S.), LLC ceased to be a 50% member effective as of October 2005)		100%		3350 Monte Villa Parkway, Bothell, WA
Integrated Site Solutions, L.L.C.		Michigan (03/03/2005)		Shaw Environmental & Infrastructure, Inc.		100%		4171 Essen Lane Baton Rouge, La. 70809 1413 Farmington Road Livonia, MI 48154
International Consultants, L.L.C.		Louisiana (07/12/2000)		Stone & Webster, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809

(On 11/02/2005 changed name to International Consultants, L.L.C. from formation name of SWINC Acquisition Five, L.L.C.)
IT Holdings Canada, Inc.		New Brunswick, Canada (01/25/1999)		Stone & Webster Canada Holding One (N.S.), ULC		100%		44 Chipman Hill, 10th Floor St. John, N.B. E2L 4S6
Jernee Mill Road, L.L.C.		Louisiana (04/22/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Kato Road II, L.L.C. (Changed name on 05/2002 to Kato Road II, L.L.C. from formation name of Kato Road, L.L.C.)		Louisiana (05/15/2002) (Formed under the name Kato Road, L.L.C.)		LandBank Properties, L.L.C.C.		100%		4171 Essen Lane Baton Rouge, LA 70809
KB Home/Shaw Louisiana LLC (On 11/30/2005 changed name to KB Home/Shaw Louisiana LLC from formation name of Rebuild LLC)		Delaware (11/22/2005)		Shaw Home Louisiana, Inc. KB Home New Orleans, Inc.		50% 50%
KIP I, L.L.C.		Louisiana (04/22/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, LA 70809
LandBank Baker, L.L.C. (Changed name on 05/20/02 to LandBank Baker, L.L.C. from formation name of Shaw Baker, L.L.C.)		Louisiana (04/22/2002) (Formed under the name of Shaw Baker, L.L.C.)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, LA 70809
LandBank Properties, L.L.C. (Changed name on 05/20/02 to LandBank Properties, L.L.C. from formation name of Shaw Environmental Properties, L.L.C.)		Louisiana (04/22/2002) (Formed under the name Shaw Environmental Properties, L.L.C.)		The LandBank Group, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809

Leonard Wood Family Communities, LLC		Delaware (02/18/2005)		American Eagle Communities Midwest, LLC (Delaware entity)		90%		4171 Essen Lane Baton Rouge, LA 70809
				US Government		10%
LFG Specialties, L.L.C. (On 11/14/2002, acquired certain assets of LFG&E Internatinoal, Inc. (“LFG&E”) On 09/30/2004, acquired certain additional assets adn assumed certain liabilities of LFG&E)		Louisiana (05/23/2002)		EMCON/OWT, Inc.		100%		Findlay, Ohio
Liquid Solutions LLC		Delaware		Shaw Liquid Solutions LLC		50%
		(08/18/2004)		GE Liquid Solutions LLC (a non-Shaw party)		50%
Liquid Solutions (Bridgton), LLC		Delaware (04/12/2005)		Liquid Solutions LLC		100%
Little Rock Family Housing, LLC		Delaware		Shaw Little Rock Housing, L.L.C.		50%		200 Pratt Street Meriden, Connecticut
(On 04/22/04, changed name to Little Rock Family Housing, LLC from formation name of American Eagle Little Rock, LLC.)		(03/26/2004)		LRFH Management, LLC (non-Shaw Delaware LLC owned by CEI)		50%
Lone Star Fabricators, Inc. (Dormant. Not operating.)		Texas (01/09/1990)		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Loring BioEnergy, LLC		Maine		Loring Management, LLC		100%		Loring Commerce Centre
		(09/04/2001)						154 Development Drive, Suite G Limestone, ME 04757
Loring Holdings, LLC (On 03/18/2005, changed		Maine (01/28/2005)		Shaw Consultants International, Inc. (f/k/a Stone &		45%		154 Development Drive, Suite G Limestone, ME 045757

name to Loring Holdings, LLC from formation name of Loring Holding Company, LLC)				Webster Management Consultants, Inc.)		10%
				Gahagan & Associates, LLC		45%
				JAC Group, LLC
Loring Management, LLC		Maine		Loring Holdings, LLC		100%		Loring Commerce Centre
		(01/28/2005)						154 Development Drive — Suite F Limestone, ME 04757
Manufacturas Shaw South America, C.A. (Before incorporated it was known as AFCA-Shaw-Formiconi and Shaw-Formiconi, C.A.)		Venezuela		Shaw International, Inc.		100%		Avenida Principal Zona Industrial Avenue Primera Etata Maracaibo, Zulia, Venezuela Telephone: 011582617360153
								Fax: 011 58-261-7360-160
Metuchen I, LLC		Delaware (07/03/1997)		LandBank Properties, L.L.C.		48%		141 Union Blvd., Suite 330
								Lakewood, CO
				Recycland, L.L.C.		48%
				2J, LLC		4%
Millstone River Wetland Services, L.L.C.		Louisiana (04/22/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge,
								Louisiana 70809
Mississippi Space Services, LLC		Mississippi		Shaw Infrastructure, Inc. Computer Sciences Corporation		45%  55%		John C. Stennis Space Center Stennis Space Center, MS 39529
MWR, Inc. (Acquired on 03/26/03 by Shaw Environmental & Infrastructure, Inc. through the acquisition of its parent		Michigan (05/12/1986) (Formed on 05/12/86 under the		Envirogen, Inc.		100% $1.00 PV Common Stock (50,000		4171 Essen Lane Baton Rouge, Louisiana 70809

Envirogen, Inc. by Shaw Environmental & Infrastructure, Inc. Acquired by Envirogen, Inc. in 1996.) (Formed on 05/12/86 under the name Midwest Waster Resource Management, Inc.; Changed name on 06/30/86 to Midwest Water Resource, Inc.; Changed name on 07/03/83 to present name of MWR, Inc.) (12/21/88 Certificate of Assumed Name issued for name VAPORTECH, renewed on 10/08/93, expired 12/31/98.)		name Midwest Water Resource Management, Inc.)				shares) $100 PV Preferred Stock (200 shares)
Northeast Plaza Venture I, LLC		Delaware		LandBank Properties, LL.C.		50%		141 Union Blvd., Suite 330,
		(09/06/2000)		17th Street Associates, LLC		50%		Lakewood, CO
Norwood Venture I, L.L.C.		Louisiana (12/09/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge,
								Louisiana 70809
Nuclear Energy Holdings, L.L.C. NOTE: Ownership interest of this entity is NOT required to be pledged to Banks under Credit Agreement per special exception.		Delaware (09-19-2006)		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Nuclear Technology Solutions, L.L.C.		Delaware		S C Woods, L.L.C.		100%		4171 Essen Lane
		(12/16/2004)		(May in the future have a non-Shaw member.)				Baton Rouge, La. 70809
Ontario Ventures I, LLC		Delaware (09/10/1999)		LandBank Properties, L.L.C.		50%		141 Union Blvd., Suite 330,
								Lakewood, CO

				Knowlton OVI LLC		50%
Otay Mesa Ventures II, L.L.C. (Changed name on 05/20/02 to Otay Mesa Ventures II, L.L.C. from formation name of Otay Mesa Ventures I, L.L.C.)		Louisiana (04/22/2002) (Formed under the name of Otay Mesa Ventures I, L.L.C. on 04/22/02.)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Pacific Contingency Services, LLC NOTE: Dormant. Not operating.		Louisiana (03-20-2006)		Shaw Environmental & Infrastructure, Inc.		45%		4171 Essen Lane Baton Rouge, Louisiana 70809
				AECOM Government Services, Inc.		25%
				PAE Government Services, Inc.		30%
Pacific Northwest Communities, LLC		Delaware (                    )		American Eagle Northwest, LLC (50% Shaw owned and 50% CEI owned.) United States Navy		Percentage Ownership is determined by a financial formula based on Capital Contributions and is set forth in Exhibit B to Operating Agreement. Thus, a financial calculation is required to determine ownership at any point in time.
Pacific Support Group LLC		Hawaii		Shaw California, L.L.C.		75%		590 Paiea Street
(Dormant. Not operating.)		(01/24/2001)		All Star Services Corporation		25%		Honolulu, HI

Paducah Remediation Services, LLC		Kentucky (03/08/2004		Shaw Environmental, Inc. Portage Environmental, Inc. (Managing Venturer of day to day operations.)		49%  51%		702 Jefferson Street Paducah, Kentucky 42002-1245
PFH Management, LLC		Delaware		CEI Investment Corp.		70%		200 Pratt Street
		(06/03/2003)		1717 Pennsylvania Avenue, NW				Meriden, Connecticut
				Washington, D.C. 20006
				Shaw Infrastructure, Inc.		30%
Pike Properties I, Inc. (Changed the name to Pike Properties I, Inc. on 12/17/2003 from formation name of SAON Properties, Inc.)		Louisiana (01/02/1997) Formed under the name SAON Properties, Inc.		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, LA. 70809 851 South Freeport Industrial Parkway Clearfield, Utah 84105
Pike Properties II, Inc. (Changed the name to Pike Properties II, Inc. on 12/17/2003 from formation name of Secorp Inc.)		Louisiana (05/07/2002) Formed under the name Secorp, Inc.		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809 800 New Natchitoches Road West Monroe, LA 79291
Pipework Engineering and Developments Limited (Commonly referred to by Name: “PED”)		England & Wales Limited Company (12/23/1987)		Shaw Group UK Holdings Limited		100%		Stores Road Derby, Derbyshire DE 21 4BG

(Dormant. Not Operating.)
Plattsburg Venture, L.L.C. (Changed name on 04/24/02 to Plattsburgh Venture, L.L.C. from formation name of Northeast Restoration Company, L.L.C.; Changed name on 05/01/02 to Plattsburg Venture, L.L.C. from Plattsburgh Venture, L.L.C.)		Louisiana (04/22/02) (Formed on 04/22/02 under the name of Northeast Restoration Company, L.L.C.)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, LA 70809
Power Technologies Asia-Pacific Sdn. Bhd. NOTE: Dormant. Was never active. As of 08/2009, in the process of dissolving.		Malaysia (04/10/2002) Private Limited Company		Stone & Webster International, B.V.		100%		C/oAllen & Gledhill 34th Floor, East Wing Menara Maybank, 100, Jalan Tun Perak, 50050 Kuala Lumpur, Malaysia
Prospect Industries (Holdings), Inc.		Delaware (03/12/1976)		Shaw Power Services, Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
(Changed name to Prospect Industries (Holdings), Inc. on 08/08/94 from formation name of Greenbank Engineering Corp.) (Other names: Greenbank Terotech, Greenbank Engineering Corp., Prospect Industries, Inc.)		Incorporated under the name of Greenbank Engineering Corp.		(Ownership transferred on 4/19/00 from Prospect Industries Overseas Limited in anticipation of the liquidation of Prospect Industries Overseas Limited)
PT Stone & Webster Indonesia		Jakarta, Indonesia		Stone & Webster Asia, Inc.		75% (30 shares)		Jakarta, Indonesia
Purpose: Actively involved on the Kamojang JV Project along with International Consultants LLC.		(Stone & Webster Asia, Inc. acquired a 75% interest from the bankruptcy estate of Stone & Webster Incorporated (SWE&C Liquidating Trust) on June 17, 2004.)		PT Yunawati		25% (10 shares)
Raritan Venture I, L.L.C.		Louisiana (04/22/2002)		LandBank Properties, L.L.C.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809

Satellite Beach Partners, LLC		Delaware		CEI Investment Corp.		70%		200 Pratt Street
		(07/___/2003)		1717 Pennsylvania Avenue, NW Washington, D.C. 20006 Shaw Infrastructure, Inc.		30%		Meriden, Connecticut 06450
S C Woods, L.L.C.		Delaware (04/2/2001)		Stone & Webster, Inc.		100%		4171 Essen Lane Baton Rouge, LA. 70809
SELS Administrative Services, L.L.C.		Missouri		Shaw Environmental Liability		100%		4171 Essen Lane
		(04/30/04)		Solutions, L.L.C.				Baton Rouge, Louisiana 70809
Shaw A/DE, Inc. (Changed name on 04/30/02 to Shaw A/DE, Inc. from Shaw Fronek A/DE, Inc.; Changed name on 09/27/99 to Shaw Fronek A/DE, Inc. from Fronek A/DE, Inc. ; Changed name on 06/19/96 to Fronek A/DE, Inc. from FCI/ADE Acquisition Co., Inc.)		Louisiana (06/10/1996) (Incorporated on 06/10/96 under the name of FCI/ADE Acquisition Co., Inc.)		Shaw Fronek Company (FCI), Inc. (formerly known as Fronek Engineering & Consulting, Inc.)		100%		32 Moulton Street Laconia, New Hampshire 03248 (Inventory) Telephone: 603-628-1931 Facsimile: 603-528-6381
(Other name: Anchor Darling)
Shaw Aiton Australia Pty Limited (Changed name on 10/26/00 from Aiton Australia Pty Limited)**		New South Wales Private Company (01/11/1955)		The Shaw Group Inc. Veritatem Nominees (NSW) Pty Ltd.		99.9998%       .0002%		1/36 Stoddart Road Prospect, NSW, 2148, Post Office Box 653 Seven Hills, NSW 1730 Australia Telephone: 01161296366555 Facsimile: 01161296366949
Shaw Alaska, Inc.		Alaska 01/06/2004		The Shaw Group Inc.		100%		310 K Street, Suite 200 Anchorage, Alaska 99501

Shaw Alloy Piping Products, Inc. (Changed name on 09/27/1999 to Shaw Alloy Piping Products, Inc. from Alloy Piping Products, Inc.,) (Other names: APP, WeldTech, Oil Capital Supply, Multi Metals) Effective as of 02/01/05, Shaw FVF, Inc. was merged into Shaw Alloy Piping Products, Inc.) (Shaw FVF, Inc. changed its name on 09/27/1999 to Shaw FVF, Inc. from formation name of FVF, Incorporated. It was originally formed in Louisiana on 01/16/1989.)		Louisiana (11/29/1973) (Incorporated on 11/29/73 under the name of Alloy Piping Products, Inc.) NOTE: TSGI acquired all of the stock of Shaw APP from Dale and O. Brown, a third party, via SPA dated 03-01-1996)		The Shaw Group Inc.		100%		1040 Jack Wells Boulevard Shreveport, LA 71107 Telephone: 318-674-9873 Facsimile: 318-674-0934 10338 Jack Wells Boulevard Shreveport, LA 71107 740 North Market Street Shreveport, LA 71107** Telephone: 318-226-9851 Facsimile: 318-222-4887 1843 (ABCDE) Grimmett Drive Shreveport, LA 71107 7330 Newhaus Houston, TX 77061 Telephone: 713-649-4277 Facsimile: 713-242-9277 910 West 36th Street North Tulsa, Oklahoma 74127 Telephone: 918-428-5277 Facsimile: 918-428-8277 2555 Lantrac Court Decatur, Georgia 30035 8210 Tewantin Houston, TX 77031
Shaw APP Tubeline, Inc. (Changed name to Shaw APP Tubeline, Inc. on 10/16/2007 from Ezeflow (NJ) Inc. which was the formation name and name of the entity when acquired by Shaw APP.)		New Jersey (08/12/2002) NOTE: 100% of the stock acquired by Shaw APP effective as of June 29, 2007,		Shaw Alloy Piping Products, Inc.		100%		475 Jersey Avenue New Brunswick, NJ 08901

(Alternate name in NJ is Ezeflow (NJ) Inc., which was the formation name and the name of the entity when its stock was acquired by Shaw APP effective as of June 29, 2007.)		from Ezeflow, Inc., a third party.
Shaw Americas, L.L.C.		Louisiana		The Shaw Group Inc.		100%		4171 Essen Lane
		(10/21/2003)						Baton Rouge, Louisiana 70809
Shaw Arabia Co. Ltd.		Kingdom of Saudi Arabia		Shaw E&I International, Ltd.		40%		Riyadh — Al Ulayya
Effective for a 10 year term until 07/21/2016.		Formed as of 07/21/2006. A Saudi Limited Liability Company		Pan Environmental Services Co. Ltd. (KSA) (Shk. Al Nemer) Projects International Equities, L.L.C. (DE)		55%  5%		Al Ulayya Street Opposite King Fahad National Library P.O. Box 56791 Postal Code 11564 Tel. 46226 Fax: 4633526
Shaw AREVA Mox Services, LLC (On 08/18/2006, changed name to Shaw AREVA Mox Services, LLC from former name of Duke COGEMA Stone & Webster, LLC)		South Carolina (09/03/1998)		Shaw Environmental & Infrastructure, Inc. Shaw Project Services Group, Inc.		30%  40%		Savannah River Site P.O. Box 7097 Aiken, SC 28804-7097
				AREVA NC INC.		30%
Shaw Asia Company, Limited		Thailand		Shaw International, Inc.		50%		No longer operating. Abandoned JV.
(This is an abandoned, non-operating JV.)		Joint Venture established in 1994. Operated only briefly, Now Abandoned / Dormant / Not operating A Shaw F&M related entity.		Other Owners — ??		50%		When the JV was abandoned, Shaw International just picked up its equipment and went home.
Shaw Beale Housing, L.L.C.		Louisiana		Shaw Infrastructure, Inc.		100%		4171 Essen Lane
		(08/25/2004)						Baton Rouge, Louisiana 70809

Shaw Beneco, Inc. (Formed on 05/02/02 under the name Beneco, Inc.; Changed name on 05/23/02 to Shaw Beneco, Inc. from formation name of Beneco, Inc.)		Louisiana (05/02/2002) Acquired the Beneco assets and the OHM assets from The IT Group, Inc.		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, Louisiana 70809
Shaw Biofuels, L.L.C.		Louisiana		Shaw Capital, Inc.		100%		4171 Essen Lane
		(10/18/2006)						Baton Rouge, La. 70809
Shaw California, L.L.C.		Louisiana		Shaw Environmental, Inc.		100%		4171 Essen Lane
		(05/01/2002)						Baton Rouge, Louisiana 70809
Shaw Canada L.P. (Effective 04/28/2008, changed name to Shaw Canada L.P. from former name of Stone & Webster Canada L.P.; Changed name on 08/17/00 from SWINC Canada L.P. but under Canada law name change does not dissolve SWINC Canada L.P. so it still existed until 09/13/01 when SWINC Canada L.P. was legally finally dissolved). (Includes Assets and Liabilities acquired from Stone & Webster Canada Limited on 08/18/00) (Formerly 1429396 Ontario, Inc.)		An Ontario Limited Partnership Canada		1% General Partner: Stone & Webster Canada Holding Two, Inc. 99% Limited Partner: Stone & Webster Canada Holding One (N.S.), ULC		1% GP 99% LP		2300 Yonge Street Yonge-Eglinton Centre Toronto, Ontario M4P 2W6 Canada Telephone: 416-932-4400 Facsimile: 416-932-4343
Shaw Capital, Inc. (On 03/29/2006 changed name back to formation name of Shaw Capital, Inc. from Shaw Capital (Louisiana), Inc. On 03/24/2006 changed name to Shaw Capital (Louisiana), Inc. from formation name of Shaw Capital, Inc.)		Louisiana (02/07/2006)		The Shaw Group Inc.		100%		4171 Essen Lane Baton Rouge, La. 70809

Shaw Capital (Cayman)		Cayman Islands (05/23/2007) Cayman Exempted limited liability company limited by shares		Shaw Capital, Inc. (50,000 shares of $1.00 PV)			100	%		Registered Office: M&C Corporate Services Ltd. PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
										(Maples and Calder — outside legal counsel)
Shaw Capital (Nevada), Inc.		Nevada (11/03/1999)		The Shaw Group Inc.			100	%		3993 Howard Hughes Parkway, Suite 250 North Las Vegas, NV 89109** (Inventory)
(On April 7, 2006, changed name to Shaw Capital (Nevada), Inc. from formation name of Shaw Capital, Inc.)		Purpose: A Shaw Corporate related entity. Lender of inter-company loans.								4171 Essen Lane Baton Rouge, LA 70809
Shaw CENTCOM Services, L.L.C.		Louisiana (11/24/2003)		Shaw Environmental & Infrastructure, Inc.		60% 17%				4171 Essen Lane Baton Rouge, Louisiana 70809
				Kharafi National			17	%
				Al-Khudairy Group			6	%
				NESMA
				(Originally owned 100% Shaw E&I)
Shaw CMS, Inc. (Changed name on 12/23/02 to Shaw CMS, Inc. from formation name of Contingency Management Services, Inc.)		Delaware (12/11/1996) Formed on 12/11/96 under the name Contingency Management Services, Inc.		Shaw Environmental & Infrastructure, Inc.			100	%		4171 Essen Lane Baton Rouge, Louisiana 70809
Shaw Coastal, Inc.		Louisiana (08/02/2002)		The Shaw Group Inc.			100	%		4171 Essen Lane Baton Rouge, LA 70809
(Changed name on 10/09/03 to Shaw Coastal, Inc. from formation name of Shaw Management Services Five, Inc.)

Shaw Connex, Inc. (Incorporated on 07/17/91 under the name of Whesso Pipe, Inc.; Changed name on 08/09/91 from formation name of Whesso Pipe, Inc. to Connex Pipe Systems, Inc.; Changed name on 01/14/00 from Connex Pipe Systems, Inc. to Shaw Connex, Inc.)		Delaware (07/17/1991) (Incorporated under the name of Whesso Pipe, Inc.)		Prospect Industries (Holdings), Inc.			100	%		81 Connex Way Troutville, Virginia 24175** (Inventory) Post Office Box 710 Troutville, VA 24175 Telephone: 540-992-1600 Facsimile: 540-996-2081
Shaw Constructors, Inc. (Changed name from United Crafts, Inc. to Shaw Constructors, Inc. on 12/15/97 after acquisition by TSGI.)		Louisiana (10/30/81) Certificate of Incorporation is dated 11/2/81		The Shaw Group Inc.			100	%		37445 Old Perkins Road (Shop) Prairieville, LA 70769 (Inventory) Telephone: 225-673-4606 Facsimile: 225-673-6835
(Originally incorporated on 10/30/81under the name Capital River Industries, Inc.; Changed name to United Crafts, Inc. on 4/15/85 after merger of United Crafts, Inc. and NADCO, Inc. into Capital River Industries, Inc.)										4171 Essen Lane Baton Rouge, Louisiana 70809
(Effective 8/31/98, UCI Holding, Inc. merged into Shaw Constructors, Inc.)
(Other names: UCI and Shaw Constructors, Inc. of Louisiana for use in Arizona.)
NOTE: Non-union entity.
Shaw Consultants International, Inc.		Louisiana (08/31/2000)		Stone & Webster, Inc.			100	%		One Main Street Cambridge, MA. 02142
(On 02/02/2009, changed name to Shaw Consultants International, Inc. from Shaw Consultants, Inc. On 08/28/2008, changed name to Shaw Consultants, Inc. from Stone & Webster Management Consultants, Inc.; Changed name on 08/08/02 to Stone & Webster Management Consultants, Inc. from Stone & Webster Consultants, Inc.; Changed name on 01/09/02 to Stone & Webster Consultants, Inc. from formation name of S&W Consultants, Inc.)		(Formed under the name of S&W Consultants, Inc.)								Telephone: 617-589-2000 Fax: 617-589-1372 1717 Pennsylvania Avenue, NW, Suite 900 Washington, D.C. 20006
Other Names: d/b/a name filed with State of Louisiana for name Stone & Webster Consultants, Inc. effective for 10 years from 08/08/2002; d/b/a name filed with State of Louisiana for name Phoenix Management Consulting effective for 10 years from 06/11/2001.
[NOTE: Effective as of 07/29/2008, Stone & Webster — JSC Management Consultants, Inc. (a LA corporation formed on 10/02/2002 under the name of Shaw JSC, Inc. having an FEIN of 81-0579206) ceased to exist being legally merged into its parent, Stone & Webster Management Consultants, Inc. (Stone & Webster - JSC Management Consultants, Inc. changed name to Stone & Webster - JSC Management Consultants, Inc. on 12/10/02 from formation name of Shaw JSC, Inc.)]
Shaw Consultants International Limited (Trading name: Power Technologies International) (Changed name on January 20, 2009, to Shaw Consultants International Limited from Stone & Webster Consultants Limited; Changed name on 1/18/01 from S&W		(07/03/2000) England & Wales A Private Company limited by shares to carry on business as a general commercial company		Stone & Webster Limited Effective 12/30/2005, S & W Consultants Holdings Limited transferred 100% ownership to current owner, Stone & Webster Limited) (On 02/26/04, the original owner, Shaw Group UK Holdings Limited transferred		100% (£1,000 divided into 1,000 ordinary shares of £1 each.)				Store Road Derby Derbyshire DE21 4BU

Consultants Limited.;)				100% ownership to S&W Consultants Holdings Limited.)
Shaw Dunn Limited (Dormant. Not Operating.)		England & Wales (11/10/1997)		Shaw Group UK Holdings Limited			100	%		Stores Road Derby, United Kingdom DE 21 4BG
Shaw E & I International Ltd.		Cayman Islands (01/09/2003)		Shaw International, Inc.		100% ($1.00 Par Value)				Attention: Debby Lee Post Office Box 10697 APD 59 Maclendon Drive Grand Cayman, Cayman Islands British West Indies Telephone: (345) 946-7305 Fax: (345) 946-7304 Registered Office: M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street, George Town Grand Cayman, Cayman Islands
Shaw E & I Investment Holdings, Inc.		Louisiana (04/22/2002)		Shaw Environmental & Infrastructure, Inc.			100	%		4171 Essen Lane Baton Rouge, Louisiana 70809
Shaw Energy & Chemicals, Inc.		Louisiana (10/03/2007)		The Shaw Group Inc.			100	%		4171 Essen Lane Baton Rouge, Louisiana 70809
Shaw Energy & Chemicals International, Inc.		Louisiana (05/14/2008)		Shaw International, Inc.			100	%		4171 Essen Lane Baton Rouge, Louisiana 70809
Shaw Energy & Chemicals Limited (On 03/30/2009, changed name to Shaw Energy & Chemicals Limited from former name of Stone Webster Limited; On 08/0/3/2000, changed name to Stone & Webster Limited from former name of Shaw Group UK (Projects) Limited; changed name on 01/13/1998 to Shaw Group UK (Projects) Limited from		England & Wales		Shaw Group UK Holdings			100	%		Witan Gate House 500-600 Witan Gate Central Milton Keynes Buckinghamshire MK9 1BA England Telephone: +44 (0) 1908 668844 Fax: +44 (0) 1908 602211

Shaw Group U.K. Limited.)

(Other former names:

Prospect Industries and Shaw Group UK, Limited)

Shaw Energy Services, Inc. NOTE: Union shop.

Louisiana (06/21/2006)

Shaw Transmission & Distribution Services, Inc.

100

%

4171 Essen Lane Baton Rouge, La. 70809

Shaw Environmental, Inc. (d/b/a Shaw Environmental (Ohio), Inc. in Ohio)

Louisiana (04/23/2002)

Shaw Environmental & Infrastructure, Inc.

100

%

4171 Essen Lane Baton Rouge, LA 70809

Shaw Environmental International, Inc.

Louisiana (02/15/2006)

Shaw Environmental, Inc.

100

%

4171 Essen Lane Baton Rouge, La. 70809

Shaw Environmental & Infrastructure, Inc.

Louisiana (04/15/02)

The Shaw Group Inc.

100

%

4171 Essen Lane Baton Rouge, LA 70809 **

(Louisiana d/b/a name: Shaw E & I and Shaw E&I effective for a period of ten (10 years from 09/30/02)

.

2790 Mosside Boulevard Monroeville, PA 15146-2792 (412) 372-7701 Fax: (412) 373-7135

Princeton Research Center 4100 Quakerbridge Road Lawrenceville, NJ 08648 (609) 936-9300

Fax: (609) 936-9211

Shaw Environmental & Infrastructure International, Inc.

Louisiana (05/14/2008)

Shaw International, Inc.

100

%

4171 Essen Lane Baton Rouge, LA 70809

Shaw Environmental & Infrastructure Massachusetts, Inc.

Louisiana (03/14/2006)

Shaw Environmental & Infrastructure, Inc.

100

%

4171 Essen Lane Baton Rouge, LA 70809

Shaw Environmental Liability Solutions, L.L.C.

Louisiana (10/25/2002)

Shaw E & I Investmen Holdings, Inc.

100

%

4171 Essen Lane Baton Rouge, Louisiana 70809