**Exhibit 10.34****EMPLOYEE INDEMNITY AGREEMENT**     This Employee Indemnity Agreement (this ***“Agreement”****)*dated as of July 12, 2007 (the***“Effective Date”***) is entered into by and between **The Shaw Group Inc.**, a Louisiana corporation (the***“Company”***)*,*and **Brian K. Ferraioli*****(“Employee”)****.*The Company and Employee hereinafter individuallyreferred to as a ***“Party”***and collectively as the ***“Parties”****.*RECITALS     **WHEREAS,**Employee and Company have or shall enter into an arrangement whereby Employee shallbecome an employee of Company or an affiliate thereof;     **WHEREAS,**Employee was a party to, as an employee of Foster Wheeler Ltd. or an affiliatethereof (the ***“Former Employer”***), (i) the Foster Wheeler Ltd. Management Restricted Stock Plan(Adopted September 2004) and (ii) the Foster Wheeler Ltd. 2004 Stock Option Plan (AdoptedSeptember 2004) (collectively, the ***“Foster WheelerStock Agreements”***);     **WHEREAS,**Employee was a party to, as an employee of the Former Employer, the EmploymentAgreement effective December, 2003 (the ***“Foster WheelerEmployment Agreement”***);     **WHEREAS,**the Company, Employee and the Former Employer are parties to a Settlement Agreementdated July 12, 2007 (the ***“SettlementAgreement”***; the Foster Wheeler Stock Agreements, the FosterWheeler Employment Agreement and the “Settlement Agreement” collectively referred to as the***“Relevant Agreements”***); and     **WHEREAS,**the Company and Employee now desire to enter into this Agreement to indemnifyEmployee against certain liabilities that may arise under the Relevant Agreements.     **NOW, THEREFORE,**in consideration of the mutual promises, terms, covenants and conditions setforth herein and the performance of each, it is hereby agreed as follows:AGREEMENTS     1. Indemnity Obligation.     (a) Under this Agreement, the ***“Indemnified Obligations”***are the obligations of Employeeto pay any amount to the Former Employer in respect of any claim by the Former Employer onor after June 19, 2007. arising under (i) either of the Foster Wheeler Stock Agreementsincluding without limitation any amounts under Section 13 of each of the Relevant Agreementswith respect to profits realized from the sale of shares of the Former Employer in January2007, (ii) the Foster Wheeler Employment Agreement, other than obligations in respect ofclaims arising under Section 5.1, 5.1.1, 5.1.2 or (to the extent such Section relates toSection 5.1 (together with its sub-Sections)) Section 5.3, 5.4, 5.5 or 5.6 of the EmploymentAgreement (the ***“Excepted Obligations”****),*and (iii) the Settlement Agreement, other thanclaims in respect of Excepted Obligations, but “Indemnified Obligations” shall not includeany other liabilities or obligations under the Relevant Agreements or otherwise arising outof the employment relationship with the
 

 
Former Employer. The Company agrees to indemnify and hold harmless the Employee from andagainst any and all loss, liability and expense (including judgments, fines,; amounts paidor to be paid in settlement, costs of investigation, and any and all attorneys’ fees andexpenses, whether or not the dispute or proceeding involves the Company) incurred orsuffered by the Employee in connection with Indemnified Obligations, including anyadditional federal or state taxes incurred by Employee as a result of the reimbursement bythe Company to Employee of the Indemnified Obligations as well as for any federal or stateincome tax relating to profits realized from the sale to the extent such profits arerequired to be refunded but as to which Employee is not permitted to take a deduction asto such taxes in connection with such reimbursement. The foregoing indemnity shall applyto the fullest extent permitted under applicable law; *provided*that Employee shall not beso indemnified and held harmless to the extent there has been a final and non-appealablejudgment entered by a court of competent jurisdiction determining that the Employee, withrespect to the applicable Relevant Agreements acted in a fraudulent manner or in violationof applicable securities laws with respect to the Relevant Agreements or the shares issuedor sold thereunder.     (b) If the Employee receives notice on any claim by the Former Employer with respect toan Indemnified Obligation, it shall notify the Company within seven (7) days. The Companyshall have the right to assume the defense of any such claim by counsel of its choosing, andto enter into a settlement thereof without the consent of the Employee, unless suchsettlement involves any liability or obligation for which indemnity is not provided by theCompany hereunder or otherwise, in which event the consent of Employee shall not beunreasonably withheld. The Company shall notify the Employee of its determination to eitherassume the defense or not to assume the defense within seven (7) days of the receipt ofnotice of the claim from the Employee. The Company shall advance to Employee the expensesand other indemnification payments to which he may be otherwise entitled; *provided, however,*that any such advance shall only be made if the Employee delivers a written affirmation ofhis good faith belief that he is entitled to indemnification hereunder and agrees to repayall amounts so advanced if it shall ultimately be determined that he is not entitled to beindemnified hereunder,     (c) The Company and Employee agree that, subsequent to the date of this Agreement theEmployee, acting reasonably, may require the Company to provide reasonable financial supportfor its obligations under this Agreement.     2. Complete Agreement. Employee has no oral representations, understandings oragreements with Company or with any of its affiliates, officers, directors, manager, employees,agents or representatives covering the same subject matter as this Agreement. This writtenAgreement is the final, complete and exclusive statement and expression of the agreement betweenthe Company and Employee and all the terms of this Agreement, and it cannot be varied,contradicted or supplemented by evidence of any prior or contemporaneous oral or writtenagreements. This written Agreement may not be later modified except by a further writing signed bya duly authorized officer of the Company and Employee, and no term of this Agreement may be waivedexcept by writing signed by the party waiving the benefit of such term. Without limiting thegenerality of the foregoing, either party’s failure to insist on a strict compliance with thisAgreement shall not be deemed a waiver thereof.
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     3. Notices. Whenever any notice is required hereunder, it shall be given in writingaddressed as follows:       To the Company: The Shaw Group Inc.    4171 Essen Lane    Baton Rouge, Louisiana 70809    Attn: General Counsel       To Employee: Brian K. Ferraioli    c/o The Shaw Group Inc.    4171 Essen Lane    Baton Rouge, Louisiana 70809     Notice shall be deemed given and effective when actually received by mail, facsimile,overnight delivery service or hand delivery. Either Party may change the address for notice bynotifying the other Party of such change in accordance with this Section 3.     4. Severability and Headings. If any portion of this Agreement is held invalid orinoperative, the other portions of this Agreement shall be deemed valid and operative and, so faras is reasonable and possible, effect shall be given to the intent manifested by the portion heldinvalid or inoperative. The Section headings herein are for reference purposes only and are notintended in any way to describe, interpret, define or limit the extent or intent of the Agreementor of any part hereof.     5. Dispute Resolutions. If during the term of this Agreement any issue, dispute orcontroversy (***“Dispute”***) should arise hereunder and the Parties are unable to resolve the Dispute onor before the 30th day following written notice of such Dispute, which notice describesin reasonable detail the nature of the Dispute and the facts and circumstances relating thereto,the Company shall nominate a member of its senior management team for the purpose of meeting withthe Employee and his appointed representative at a mutually agreeabletime and place to resolvesuch Dispute. Such meeting shall take place on or before forty-five (45) days following the dateof the notice of the Dispute, and if the Dispute has not been resolved within fifteen (15) daysfollowing such meeting (or if a Party fails to designate a member of its senior management team),any Party may submit such Dispute to binding arbitration under this Section 5 by notifying theother Party (an ***“Arbitration Notice”****).*Any Arbitration Notice must include a general descriptionof the Dispute and a reference to the fact that such Dispute is being referred to arbitration underthis Section 5. Except as otherwise expressly provided herein to the contrary, arbitrationpursuant to this Section 5 shall be the exclusive method of resolving Disputes other than throughagreement of the Parties.     Promptly following the delivery of an Arbitration Notice, the Parties shall endeavor to agreeupon a panel of three (3) arbitrators. If on or before fifteen (15) days following the delivery ofan Arbitration Notice they have not agreed, then each Party, by notice to the other Party, maydesignate one (1) arbitrator. The two (2) arbitrators designated as provided in the immediatelypreceding sentence shall endeavor to designate promptly a third arbitrator. If a Party has notdesignated an initial arbitrator on or before fifteen (15) days following the delivery of anArbitration Notice or if the two initially designated arbitrators have not designated a third
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arbitrator within fifteen (15) days of the date for designation of the two arbitrators initiallydesignated, then a Party may request the American Arbitration Association to designate theremaining arbitrator(s). If any arbitrator resigns, becomes incapacitated, or otherwise refuses orfails to serve or to continue to serve as an arbitrator, the Party entitled to designate thatarbitrator shall designate a successor.     (a) The arbitration shall be conducted in Baton Rouge, Louisiana, or such other placeas the Parties may agree. The arbitrators shall set the date, the time, and the place ofhearing, which must commence on or before thirty (30) days following the designation of thethird arbitrator. The hearing may be adjourned to later times and dates as the arbitratorsdetermine. The arbitration shall be conducted under the rules of the American ArbitrationAssociation not inconsistent with the provision of this Agreement. In connection with anysuch arbitration, the arbitrators shall construe this Agreement in a manner consistent withthe choice of law provisions set forth in Section 5. The arbitrators shall endeavor tonotify any Party not present of any adjournment to other dates or places; however, theproceedings may continue in the absence of any Party that has received notice of the date,the time, and the place of the initial session of the hearing.     (b) The arbitrators shall endeavor to render their decision on or before thirty (30)days following the last session of the hearing. The arbitrators’ decision shall be set forthin a writing that includes an explanation of the reason for such decision and an allocationof the fees and expenses of the arbitrators to the Parties based on the relative extent towhich they do not prevail on their positions. Each Party against which the decisionassesses a monetary obligation shall pay that obligation on or before thirty (30) daysfollowing the decision or such other date as the decision may provide.     (c) The decisions of the arbitrators are final and binding on all Parties and notsubject to appeal. The decisions of the arbitrators may be enforced in any court ofcompetent jurisdiction, and the Parties authorize any such court to enter judgment on thearbitrators’ decisions.     (d) Pending the outcome of any arbitration conducted pursuant to this Section 5, theParties shall be obligated to continue to perform their respective obligations hereunder.     (e) Each of the Parties hereby undertakes to carry out without delay the provisions ofany arbitral award or decision.     (f) The arbitrators shall have the right and the obligation to award attorney’s feesand costs to the prevailing party as determined by the arbitrators.     EXCEPT AS EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, EACH PARTY AGREES THAT ARBITRATION UNDERTHIS SECTION 5 IS THE EXCLUSIVE METHOD FOR RESOLVING ANY DISPUTE AND THAT IT WILL NOT COMMENCE ANACTION OR PROCEEDING BASED ON A DISPUTE, EXCEPT TO ENFORCE ARBITRATOR’S DECISION AS PROVIDED INTHIS SECTION 5 OR TO COMPEL THE OTHER PARTY TO PARTICIPATE IN ARBITRATION UNDER THIS SECTION 5.
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     6. Governing Law. This Agreement shall in all respects be construed according to thelaws of the State of Louisiana, without regard to its conflicts of laws provisions.     7. Successors. This Agreement shall be for the benefit of and binding upon theparties hereto and their respective heirs, personal representative, legal representative,successors and, where applicable, assigns, including, without limitation, any successor to theCompany by merger, consolidation sale of stock, sale of assets or otherwise. The Company willrequire any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)to all or substantially all of the business and/or assets of the Company to expressly assume andagree to perform this Agreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. Failure of the Company to obtainsuch assumption and agreement prior to the effectiveness of any such succession shall be a materialbreach of this Agreement. As used in this Agreement, “Company” shall mean the Company ashereinbefore defined and any successor to its business and/or assets as aforesaid which assumes andagrees to perform this Agreement by operation of law, or otherwise.     8. No Third Party Beneficiary. Nothing in this Agreement is intended, or shall beconstrued, to confer upon or give any person other than the parties hereto and their respectiveheirs, personal representatives, legal representatives, successors and assigns, any rights orremedies under or by reason of this Agreement.     9. Further Assurances. Each of Employee and Company shall furnish, execute and deliversuch documents, instruments, certificates, notices or other further assurances and take any and allactions as the other Party may reasonably require as necessary or appropriate to effect thepurposes of this Agreement, or to confirm the rights created or arising hereunder.     10. Counterparts. This Agreement may be executed simultaneously in two or morecounterparts, such of which shall be deemed an original and all of which together shall constitutebut one and the same instrument.*[Signature Page Follows]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective for all purposesas of the date set forth above.       **THE SHAW GROUP INC.**       By: /s/ Clifton S. Rankin  Name: Clifton S. Rankin  Title: General Counsel & Corporate Secretary       /s/ Brian K. Ferraioli     **Brian K. Ferraioli****Signature Page to**