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THE SHAW GROUP INC.
 INSIDER TRADING POLICY
 For The Shaw Group Inc. and all Subsidiaries and Affiliates
 Revised: June 2006
 Insider Trading Policy
Last Revised June 2006
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INSIDER TRADING POLICY
 Company NYSE SEC
 Policy
  A.
    
    General Policy.
     Insider Trading Policy
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B.
    
    Definitions/Explanations.
 What Transactions and Securities are Covered by this Policy
  Who is Covered by this Policy
 Family
Members
 What is Material Nonpublic Information
 Material Nonpublic Information
   
    
    annual or quarterly financial results;
    
    internal estimates or projections;
    
    a significant change in earnings or earnings projections;
    
    unusual gains or losses in major operations;
    
    negotiations and agreements regarding significant acquisitions, divestitures or
business combinations;
    
    new equity or debt offerings;
    
    a significant increase or decrease in dividends on Company securities;
    
    significant litigation exposure due to actual or threatened litigation;
    
    major management changes; and
 Insider Trading Policy
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
    
    backlog and sales information.
   C.
    
    Restrictions/Prohibitions.
 Non-Disclosure of Nonpublic Information
 General
 Exchange Act
 Methods of Preserving Confidentiality
   Insider Trading Policy
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Prohibition of Insider Trading
     Pre-Clearance/Window Procedures
 Trading Window
 only Trading
Window
 Insider Trading Policy
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Pre-Clearance Procedures
 must Exhibit A
 Insider Trading Policy
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Rule 10b5-1 Trading Plans.
  Certain Exceptions
 Stock Options Exercises.
  Company 401(k) Plan
  Gifts
  Insider Trading Policy
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D.
    
    Individual Responsibility.
  E.
    
    Section 16  Reporting Requirements and Disgorgement of Profits on Short-Swing
Transactions.
   The rules on recovery of short swing profits are absolute and do not depend on whether a person has
Material Nonpublic Information.
 F.
    
    Form 144 Reports.
  Insider Trading Policy
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G.
    
    Restrictions on Certain Purchases of Company Securities.
  H.
    
    Applicability of Policy to Inside Information Regarding Other Companies.
 business
associates
 I.
    
    Communications with the Public.
  Insider Trading Policy
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Inquiries
  
 Certifications
  Violations
  Insider Trading Policy
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CERTIFICATION
  1.
    
    I have received, read and understand the Companys Insider Trading Policy dated June 2006. I
understand that the Insider Trading Compliance Officer is available to answer any questions I
may have regarding the Insider Trading Policy.2.
    
    I will comply with the Insider Trading Policy for as long as I am subject to the Policy.
 Employee SignatureEmployee Printed NameDate
 Insider Trading Policy
Last Revised June 2006
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REQUEST FOR PRE-CLEARANCE TO TRADE
  
 
 o
    
    Options: _____ (please insert the number) (Exercise/Sale/Hold) (please circle)o
    
    Restricted Stock Sale: _____ (please insert the number)o
    
    Date stock grantedo
    
    Shares acquired prior to employment or association with Shaw
_____ (please insert the
number)o
    
    Transfer or disposition of money in shares of Shaw Stock in 401(k) Plano
    
    Gift of Stock
  Name
    
    Amount
    
    Relationship
 o
    
    Other. Please describe:
 Method of Receiving Shares:
 o
    
    DWAC:(Delivery/withdraw at Custodian  electronic)Please note that completion of the transaction is conditioned upon receiving funds for the
Number of shares exercised and your brokers initiation of the transaction with the
correct transaction number.o
    
    CERTIFICATE:Mail to
 BROKER INFORMATION:
  Insider Trading Policy
Last Revised June 2006
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Date:Signature:
 
 Insider
Trading Policy Last Revised June 2006
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