exv10w3



 





Exhibit 10.3




EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is entered into effective as of October 10,
2007 (the “Effective Date”), by and between The Shaw Group Inc., a Louisiana corporation
(collectively with its affiliates and subsidiaries hereinafter referred to as, the
“Company”), and Dirk J. Wild (“Employee”). The Company and Employee shall
hereinafter be referred to collectively as the “Parties”.



     WHEREAS, the Company employs Employee and desires to continue such employment relationship.
and Employee desires to continue such employment relationship.



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:



     1. Employment. The Company hereby continues its employment of Employee, and Employee
hereby accepts continued employment by the Company, on the terms and conditions set forth in this
Agreement.



     2. Term of Employment. Subject to the provisions for earlier termination provided in
this Agreement, the term of this Agreement (the “Term”) shall be two years commencing on
the Effective Date.



     3. Employee’s Duties.



          (a) During the Term, Employee shall serve as Vice President & Chief Accounting Officer of the
Company, or such other similar financial position(s) as the Chief Financial Officer of the Company
may determine from time to time, with such duties and responsibilities as may from time to time be




          
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assigned to him by the Board of Directors of the Company (the “Board”), the Chief Executive Officer or the
Chief Financial Officer of the Company, provided that such duties are consistent with the customary
duties of such position(s).




          (b) Employee agrees to devote Employee’s full attention and time during normal business hours
to the business and affairs of the Company and to use reasonable best efforts to perform faithfully
and efficiently Employee’s duties and responsibilities. Employee shall not, either directly or
indirectly, enter into any business or employment with or for any Person (defined below) other than
the Company during the Term; provided, however, that Employee shall not be
prohibited from making financial investments in any other company or business or from serving on
the board of directors of any other company, subject in each case to the provisions set forth in
the Nonsolicitation and Noncompete Agreement (defined below) and the Company’s Code of Conduct or
similar guidelines. For the purposes of this Agreement, the term “Person” shall mean any
individual, corporation, limited or general partnership, limited liability company, joint venture,
association, trust or other entity or organization, whether or not a legal entity. Employee shall
at all times observe and comply with all lawful directions and instructions of the Board.




     4. Compensation.



          (a) Base Compensation. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (“Base Compensation”) of $335,000 per annum,
payable in accordance with the Company’s customary pay periods and subject to customary withholdings. The amount of Base
Compensation will be subject to review by the Board on an annual




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basis as of the close of each fiscal year of the Company and may be increased as the Board may deem appropriate. In the event
the Board deems it appropriate to increase Employee’s annual base salary, said increased amount
shall thereafter be the Base Compensation for the purposes of this Agreement. Employee’s Base
Compensation, as increased from time to time, may not be decreased unless agreed to by Employee.
Nothing contained herein shall prevent the Board from paying additional compensation to Employee in
the form of bonuses or otherwise during the Term.




          (b) Annual Bonus. During the Term, Employee will be eligible to participate in the
Company’s discretionary management incentive program as established by the Board (as the same may
be amended from time to time), with an annual performance bonus range of 0% — 200% of Employee’s
bonus target (the “Bonus Target”), which Bonus Target shall initially be an amount equal to
50% of Employee’s Base Compensation. The Bonus Target may be adjusted annually. Annual bonus
payments will be subject to customary withholdings.




     (c) Long Term Incentive Awards. Employee will be eligible to participate in the
Company’s discretionary long term incentive plan during the course of employment with the Company,
subject to the terms and conditions of the applicable plan. All stock-based awards are subject to
shareholders’ approval of shares to be allocated to the Company’s long term incentive plan and
granted under the strict purview of the Compensation Committee of the Board.



     5. Additional Benefits. In addition to the compensation provided for in Section 4,
Employee shall be entitled to the following:



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     (a) Business Expenses. The Company shall, in accordance with any rules and
policies that it may establish from time to time for its executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of Employee’s duties.
It is understood that Employee is authorized to incur reasonable business expenses for
promoting the business of the Company, including reasonable expenditures for travel,
lodging, meals and client or business associate entertainment. Requests for reimbursement
for such expenses must be accompanied by appropriate documentation.



     (b) Vacation. Employee shall be entitled to four weeks of vacation per year,
without any loss of compensation or benefits. Employee shall be entitled to carry forward
any unused vacation time.



     (c) General Benefits. Employee shall be entitled to participate in the various
Employee benefit plans or programs provided to the Employees of the Company in general,
including, without limitation, health (including ExecuCare), dental, disability, 401k,
accident and life insurance plans. Benefits are subject to the eligibility requirements
with respect to each of such benefit plans or programs, and such other benefits or
perquisites as may be approved by the Board during the Term. Nothing in this Section 5(c)
shall be deemed to prohibit the Company from making any changes in any of the plans,
programs or benefits described in this Section 5(c), provided the change similarly affects all executive officers of the Company that are
similarly situated.



6. Confidentiality; Nonsolicitation and Noncompete.




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          (a) Employee hereby acknowledges that the Company possesses certain Confidential Information
(defined below) that is peculiar to the businesses in which the Company is or may be engaged.
Employee hereby affirms that such Confidential Information is the exclusive property of the Company
and that the Company has proprietary interests in such Confidential Information. For the purposes
of this Agreement, the term “Confidential Information” shall mean any and all information
of any nature and in any form that at the time or times concerned is not generally known to Persons
(other than the Company) that are engaged in businesses similar to that conducted or contemplated
by the Company (other than by the act or acts of an employee not authorized by the Company to
disclose such information) which may include, without limitation, the Company’s existing and
contemplated products and services; the Company’s purchasing, accounting, marketing and
merchandising methods or practices; the Company’s development data, theories of application and/or
methodologies; the Company’s customer/client contact and/or supplier information files; the
Company’s existing and contemplated policies and/or business strategy; any and all samples and/or
materials submitted to Employee by the Company; and any and all directly and indirectly related
records, documents, specifications, data and other information with respect thereto. Employee
further acknowledges by signing this Agreement that the Company has expended much time, cost and difficulty in developing and maintaining the
Company’s customers.




          (b) Employee shall (i) use the Confidential Information solely for the purpose of performing
Employee’s duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly
or indirectly, at any time during or after




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Employee’s employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with
Employee’s duties on behalf of the Company) or use or otherwise exploit Confidential Information to
the detriment of the Company, and (iii) not lecture on or publish articles with respect to
Confidential Information. In the event of a breach or threatened breach of the provisions of this
Section 6(b), the Company shall be entitled, in addition to any other remedies available to the
Company, to an injunction restraining Employee from disclosing such Confidential Information.




          (c) Upon termination of employment of Employee for whatever reason, Employee shall surrender
to the Company any and all documents, manuals, correspondence, reports, records and similar items
then or thereafter coming into the possession of Employee that contain any Confidential
Information; provided, however, that the Company will provide Employee reasonable
access to such Confidential Information to the extent required by Employee in connection with the
defense of any cause of action, dispute, proceeding or investigation made or initiated against
Employee by any Person other than the Company related to the employment of Employee by the Company
or the performance by Employee of its duties in the course of such employement.




          (d) Employee agrees that, as part of the consideration for this Agreement and as an integral
part hereof, Employee has executed, delivered and agreed to be bound by the Nonsolicitation and
Noncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda
thereto.




     7. Termination.



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          (a) This Agreement may be terminated prior to the end of the Term as set forth below:





          (i) Resignation (other than for Good Reason). Employee may resign, including by
reason of retirement, Employee’s position at any time by providing written notice of
resignation to the Company. In the event of such resignation (except in the case of
resignation for Good Reason (defined below)), this Agreement shall terminate, and Employee
shall not be entitled to further compensation pursuant to this Agreement other than the
payment of any Base Compensation and other benefits (e.g., vacation, unreimbursed business
expenses, etc.) accrued and unpaid as of the date of Employee’s resignation and the
retention of Long Term Incentives (defined below) (if any) that have vested or become
exercisable on or before the date of such resignation in accordance with the plans governing
such Long Term Incentives (which Long Term Incentives remain subject to, and must thereafter
be exercised in accordance with, the plans governing such Long Term Incentives).




          (ii) Death. If Employee’s employment is terminated due to Employee’s death,
any Base Compensation and other benefits (e.g., vacation, unreimbursed business expenses, etc.) accrued and unpaid as of the date of
Employee’s death and other benefits payable pursuant to the Company’s benefit plans will be
paid to Employee’s surviving spouse or estate, and one year of paid group health and dental
insurance benefits shall be provided by the Company to Employee’s surviving spouse and minor
children. Employee shall also become immediately and totally vested



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in any and all option shares, restricted shares or units or other similar awards granted to Employee by the
Company under any long term incentive plan duly adopted by the Board (“Long Term
Incentives”) prior to the Date of Termination (which Long Term Incentives remain subject
to, and must thereafter be exercised in accordance with, any plans governing such Long Term
Incentives). After said payments, provision of insurance benefits and vesting of Long Term
Incentives, this Agreement shall terminate, and the Company shall have no obligations to
Employee or Employee’s legal representatives with respect to this Agreement.




          (iii) Discharge.




               (A) The Company may terminate Employee’s employment for any reason at any time
upon written notice delivered to Employee.




               (B) In the event that Employee’s employment is terminated by the Company for
any reason other than Employee’s Misconduct or Disability (both as defined below),
the following shall occur:




                    (1) the Company shall pay to Employee, pro rata over
the next 24 months
in accordance with the Company’s customary pay periods and subject to
customary withholdings, an amount equal to the product of (x) the sum of (I)
Employee’s Base Compensation as in effect immediately prior to the Date of
Termination, plus (II) the highest single



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bonus paid by the Company
to Employee in the two fiscal years prior to the Date of Termination,
multiplied by (y) 2.0;




                    (2) for 18 months, the Company, at its sole
cost, shall provide (or
arrange to provide) to Employee (and, as applicable, Employee’s dependents)
dental, disability, accident and life insurance, and group health insurance
benefits (including ExecuCare) (collectively, “Welfare Benefits”)
substantially similar to those that Employee (and Employee’s dependents)
were receiving immediately prior to the Date of Termination;
provided, however, that the Welfare Benefits otherwise
receivable by Employee pursuant to this clause (2) shall be reduced to the
extent comparable Welfare Benefits are actually received by Employee (and/or
Employee’s dependents) during such period under any other employer’s welfare
plan(s) or program(s), with Employee being obligated to promptly disclose to
the Company any such comparable Welfare Benefits; and




                    (3) Employee shall become immediately and totally
vested in any and all
Long Term Incentives granted to Employee by Company prior to the Date of
Termination (which Long Term Incentives remain subject to, and must
thereafter be exercised in accordance with, any plans governing such Long
Term Incentives).



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               (C) Notwithstanding anything to the contrary in this Agreement, in the event
that Employee is terminated because of Misconduct, the Company shall have no
obligations pursuant to this Agreement after the Date of Termination other than the
payment of any unpaid Base Compensation accrued through the the Date of Termination.
For the purposes of this Agreement, the term “Misconduct” shall mean:




                    (1) (A) any willful breach or habitual neglect
of duty by Employee or
(B) Employee’s material and continued failure to substantially perform
Employee’s duties with the Company (other than any such failure resulting
from Employee’s incapacity due to a Disability) (i) in a professional manner
and (ii) in a manner that is reasonably expected as appropriate for the
position, in the case of either (A) or (B), which breach, neglect or failure
is not cured by Employee within 30 days from receipt by Employee of written
notice from the Company that specifies the alleged breach, neglect or failure;




                    (2) the misappropriation or attempted
misappropriation by Employee of a
material business opportunity of the Company, including an attempt to secure
any personal profit in connection with entering into any transaction on
behalf of the Company;



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                    (3) the intentional misappropriation or attempted
misappropriation by
Employee of any of the Company’s funds or property;




                    (4) the violation by Employee of the Company’s
Code of Corporate
Conduct or Fraud Policy; or




                    (5) (A) the commission by Employee of a felony
offense or a misdemeanor
offense involving violent or dishonest behavior or (B) Employee engaging in
any other conduct involving fraud or dishonesty.




               (D) Disability. If Employee shall have been absent from the full-time
performance of Employee’s duties with the Company for 120 consecutive calendar days
as a result of Employee’s incapacity due to a Disability, Employee’s employment may
be terminated by the Company. For the purposes of this Agreement, a
“Disability” shall exist if:




                    (1) Employee is unable to engage in any substantial
gainful activity by
reason of any medically determinable physical or mental impairment that can
be reasonably expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or




                    (2) Employee is, by reason of any medically
determinable physical or
mental impairment that can be reasonably expected to result in death or can
be expected to last for a continuous period of not less than 12 months,



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receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company.


If Employee is terminated pursuant to this Section 7(a)(iii)(D), Employee shall not be
entitled to further compensation pursuant to this Agreement, except that Employee shall (1)
be paid monthly (but only for up to a 12 month period beginning with the Date of
Termination) the amount by which Employee’s monthly Base Compensation exceeds the monthly
benefit received by Employee pursuant to any disability insurance covering Employee,
(2) continue to receive paid Welfare Benefits for Employee and Employee’s dependents for the
12 month period beginning with the Date of Termination, and (3) become immediately and
totally vested in any and all Long Term Incentives granted to Employee by Company prior to
the Date of Termination (which Long Term Incentives remain subject to, and must
thereafter be exercised in accordance with, any plans governing such Long Term Incentives).




          (iv) Resignation for Good Reason. Employee shall be entitled to terminate
Employee’s employment for Good Reason (as defined herein). If Employee terminates
employment for Good Reason, Employee shall be entitled to the compensation and Welfare
Benefits provided in Section 7(a)(iii)(B). For the purposes of this Agreement, the term
“Good Reason” shall mean the occurrence of any of the following circumstances
without Employee’s express written consent unless such breach or circumstance is




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fully corrected prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:





               (A) any material diminution of Employee’s duties or responsibilities (other
than in connection with the termination of Employee for Misconduct or Disability in
accordance with the terms of this Agreement);




               (B) the failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by other executive officers who have entered
into similar employment agreements with Employer under any of the Company’s medical,
health, accident, life insurance and/or disability plans in which Employee was
participating immediately prior to such time;




               (C) any material change in the geographic location at which Employee must
perform its services under this Agreement; or




               (D) any other material breach by the Company of its obligations under this
Agreement without Employee’s express written consent, which breach is not cured by
the Company within 30 days from receipt by the Company of written notice from
Employee that specifies the alleged breach.



          (v) Resignation for Corporate Change. Employee shall be entitled to terminate
Employee’s employment for a Corporate Change (as defined herein), but only if Employee gives
notice of Employee’s intent to terminate employment within 90 days following the effective
date of such Corporate Change. If Employee terminates employment for a Corporate




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Change, Employee shall be entitled to the compensation and benefits provided in Section
7(a)(iii)(B). For the purposes of this Agreement, a “Corporate Change” shall occur
if:





               (A) any “person” (as defined in Section 3(a)(9) of the Securities
Exchange Act
of 1934 (as amended, the “Exchange Act”), and as used in Section 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act
but excluding any 10% or larger shareholder of record of the Company as of the
Effective Date), directly or indirectly, becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act) of securities of the Compay representing 50%
or more of the combined voting power of the Company’s then oustanding securities
that are entitled to vote with respect to the election of the Board; or




               (B) as a result of or in connection with a contested election, the members of
the Board as of the Effective Date shall cease to constitute a majority of the
Board. For the purposes of this Section, the term “contested” shall not include
election by a majority of the current Board.



          (b) Notice of Termination. Any purported termination of Employee’s employment by the
Company under Section 7(a)(iii)(C) or (D), or by Employee under Section 7(a)(i), (iv) or (v), shall
be communicated by written Notice of Termination (defined below) to the other Party in accordance
with Section 10. For the purposes of this Agreement, the term “Notice of Termination”
shall mean a notice that (i) in the case of termination by the Company, shall set forth in




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reasonable detail the reason for such termination of Employee’s employment and the Date of
Termination, or (ii) in the case of resignation by Employee, shall specify in reasonable detail the
basis for such resignation and the Date of Termination. A Notice of Termination validly given by
Employee pursuant to Section 7(a)(iv) shall be effective even if given after the receipt by
Employee of notice that the Board has set a meeting to consider terminating Employee for
Misconduct. Any purported termination for which a Notice of Termination is required that is not
effected pursuant to this Section 7(b) shall not be effective.




          (c) Date of Termination, Etc. The “Date of Termination” shall mean the date
specified in the Notice of Termination, provided that the Date of Termination shall be at least 15
calendar days following the date the Notice of Termination is given. Notwithstanding the
foregoing, in the event that Employee is terminated for Misconduct, the Company may refuse to allow Employee access to the Company’s
offices (other than to allow Employee to collect Employee’s personal belongings under the Company’s
supervision) prior to the Date of Termination.




          (d) Mitigation. Employee shall not be required to mitigate the amount of any payment
provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of
any payment provided for in this Agreement be reduced by any compensation earned by Employee as a
result of employment by another employer, except as otherwise expressly set forth herein and except
that any severance amounts payable to Employee pursuant to the Company’s severance plan or policy
for employees in general shall reduce the amount otherwise payable pursuant to Section
7(a)(iii)(B).




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          (e) Excess Parachute Payments. Notwithstanding anything in this Agreement to the
contrary, to the extent that any payment or benefit received or to be received by Employee
hereunder in connection with the termination of Employee’s employment would, as determined by tax
counsel selected by the Company, constitute an “Excess Parachute Payment” (as defined in Section
280G of the Internal Revenue Code), the Company shall fully “gross up” such payment so that
Employee is in the same “net” after tax position he would have been if such payment and gross up
payments had not constituted Excess Parachute Payments.




     8. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Employee’s continuing or future participation in any benefit, bonus, incentive
or other plan or program provided by the Company and for which Employee may qualify, nor shall
anything herein limit or otherwise adversely affect such rights as Employee may have under any Long
Term Incentives granted by the Company.



     9. Assignability. The obligations of Employee hereunder are personal and may not be
assigned or delegated by Employee or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer. The Company shall have the right to
assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole
or in part, to any parent, affiliate, successor or subsidiary of the Company, so long as the
obligations of the Company under this Agreement remain the obligations of the Company.



     10. Notice. For the purposes of this Agreement, all notices and other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered by Federal Express or similar



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courier addressed (a) to the Company, at its principal office address, directed to the attention of the Board with a copy to the Corporate Secretary of
the Company, and (b) to Employee, at Employee’s residence address on the records of the Company, or
to such other address as either Party may have furnished to the other in writing in accordance
herewith except that notice of change of address shall be effective only upon receipt.




     11. Severability. In the event that one or more of the provisions set forth in this
Agreement shall for any reason be held to be invalid, illegal, overly broad or unenforceable, the
same shall not affect the validity or enforceability of any other provision of this Agreement, but this Agreement shall be construed as if such invalid,
illegal, overly broad or unenforceable provisions had never been contained therein;
provided, however, that no provision shall be severed if it is clearly apparent
under the circumstances that the Parties would not have entered into the Agreement without such
provision.



     12. Successors; Binding Agreement.



          (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or the assets of the
Company to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of any such succession
shall constitute Good Reason under Section 7(a)(iv); provided that, for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used




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herein, the term “Company” shall include any successor to
all or substantially all of its business and/or assets as aforesaid that executes and delivers the
Agreement provided for in this Section 12 or that otherwise becomes bound by all terms and
provisions of this Agreement by operation of law.




          (b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and be
enforceable by Employee’s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.




     13. Miscellaneous.



          (a) No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Employee and such officer as may be
specifically authorized by the Board.




          (b) No waiver by either Party at any time of any breach by the other Party of, or in
compliance with, any condition or provision of this Agreement to be performed by such other Party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.




          (c) Together with the Nonsolicitation and Noncompete Agreement, this Agreement is an
integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either Party, except those
which are set forth expressly in this Agreement.




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          (d) THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.




     14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



     15. Arbitration.



          (a) Employee 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. Employee and the Company hereby expressly
acknowledge that Employee’s position in the Company and the Company’s business have a substantial
impact on interstate commerce and that Employee’s development and involvement with the Company and
the Company’s business have a national and international territorial scope commercially. 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 (“AAA”)
in New Orleans, Louisiana, on demand of either Party.




          (b) 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 AAA. Each Party shall have the right to be represented by counsel or other designated




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representatives. The Parties shall negotiate in good faith to appoint a mutually acceptable
arbitrator; provided, however, that, in the event that the Parties are unable to
agree upon an arbitrator within 30 days after the commencement of the arbitration proceedings, the
AAA shall appoint the arbitrator. 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 the 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 a decision of the arbitrator for
specific performance of any of the requirements of this Agreement. The provisions of this Section
15 shall survive and continue in full force and effect subsequent to and notwithstanding expiration
or termination of this Agreement for any reason. Employee and the Company acknowledge and agree
that any and all rights they



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may have to resolve their claims by a jury trial are hereby expressly
waived. The provisions of this Section 15 do not preclude Employee from filing a complaint with
any federal, state, or other governmental administrative agency, if applicable.




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     IN WITNESS WHEREOF, the Parties have executed this Agreement on October 31, 2007, effective
for all purposes as of the Effective Date.



	 	 	 	 	 
	 	THE SHAW GROUP INC.

 	 
	 	By:  	/s/  Clifton S. Rankin
 	 
	 	 	Clifton S. Rankin 	 
	 	 	General Counsel and Corporate Secretary 	 
	 



EMPLOYEE




/s/ Dirk J. Wild
                    

Dirk J. Wild





 











 





THE SHAW GROUP INC.




NONSOLICITATION AND NONCOMPETE AGREEMENT




     This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into
as of October 10, 2007, between The Shaw Group Inc. (together with its affiliated companies (as set
forth in Exhibit A), the “Company”) and Dirk J. Wild (“Executive”). The Company
and Executive shall hereinafter be referred to collectively as the “Parties”.



RECITALS



1. The Company and Employee are parties to that certain Employment Agreement dated effective of
even date herewith (the “Employment Agreement”), pursuant to which the Company and Employee
have agreed to the continued employment of Executive with the Company, during which employment
Executive shall perform those duties set forth in the Employment Agreement as well as any other
duties requested of him;



2. As part of Executive’s duties and responsibilities, Executive will have access to confidential
information of the Company and, by virtue of his employment with the Company, will have direct
contact with and will establish personal relationships with various customers of the Company; and



3. The Company and Executive recognize the Company’s need to protect the Company’s confidential and
proprietary interest in the Company’s business, business relationships, and the work product
produced by Executive on behalf of the Company in the course of Executive’s employment; and



4. As consideration, in part, for the Employment Agreement, Executive and the Company enter into
this Agreement.




     NOW, THEREFORE, Executive and the Company agree as follows:



AGREEMENT




     Section 1. Company Property. All personal property and equipment furnished to or
prepared by Executive in the course of or incident to Executive’s employment belong to the Company
and shall be promptly returned to the Company upon termination of Executive’s employment or at such
other time as the Company may request. 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 and/or its affiliates.
Following termination of employment, Executive will not retain any written or other tangible
material containing any proprietary information of the Company.



     Section 2. Non-Solicitation. At all times during Executive’s employment and for the
Applicable Period (as defined below) thereafter, Executive will not, directly or indirectly, either
on Executive’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 or its affiliates any of their officers or employees or
offer employment to any person who, during the six (6) months immediately preceding the date of
such solicitation or offer, is or was an officer or employee of the Company or any of its
affiliates. For the purposes of this Agreement, the term “Applicable Period” shall mean (a) if,
prior to expiration of the Term (as defined in the Employment Agreement), Executive resigns from
employment or the Company terminates Executive’s employment for Disability or Misconduct (as each
such term is defined in the Employment Agreement), the period ending two years from the Date of
Termination (as defined in the Employment Agreement), and (b) if (i) the Employment Agreement
terminates upon expiration of the Term or (ii) the Company terminates Executive’s employment for a
reason other than Disability or Misconduct, the period ending on such termination date.



     Section 3. Covenant Not to Compete. As a condition of employment and in consideration
of the terms of the Employment Agreement pursuant to which this is being executed, Executive
acknowledges and agrees to the following:




     (a) Executive acknowledges that he is 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. Executive acknowledges and agrees that the business of the Company is
providing engineering, construction, procurement, maintenance, environmental and
infrastructure services,1 and pipe fabrication services, as more fully set forth
on the Company’s Form 10-K dated October 31, 2006 (the “Form 10-K”).




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




     (c) Executive acknowledges that the Company now conducts business and provides services
throughout the United States to federal agencies, federally-owned





 




			
	1	 	Environmental and infrastructure services include the
delivery of environmental restoration, regulatory compliance, facilities
management, emergency response, and design and construction services,
environmental consulting, engineering and construction services to
private-sector and state and local government customers. These environmental
services include complete life cycle management, construction management,
Operation and Maintenance (O&M) services, and environmental services including
emergency response and high hazard and toxic waste cleanups and on-site
remedial activities site selection, permitting, design, build, operation,
decontamination, demolition, remediation and redevelopment, identification of
contaminants in soil, air and water and the subsequent design and execution of
remedial solutions, project and facilities management and other related
services for non-environmental construction, watershed restoration, emergency
response services and outsourcing of privatization markets. These
Infrastructure services include program management, operations and maintenance
solutions to support and enhance domestic and global land, water and air
transportation systems, and commercial port and marine facilities.  





- Page 2 of 6 -









 






facilities or federally-controlled political subdivisions, state and local governments
and political subdivisions, and domestic and non-domestic commercial customers. Executive
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. Executive 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. Executive
agrees that the Company may periodically revise the Restricted Area to reflect any changes
in the geographic territory in which the Company is conducting business. Executive agrees
that, as consideration for the Employment Agreement, Executive agrees to sign addenda to
this agreement which update the Restricted Area to reflect geographic territories in which
the Company conducts its business. Executive agrees that the Company may periodically
revise the description of the business of the Company to reflect changes in the Company’s
business. Executive also agrees that, as consideration for the Employment Agreement,
Executive agrees to sign addenda to this Agreement which update the description of the
business of the Company to coincide with the description of the business of the Company as
set forth in the Company’s current Form 10-K.




     (d) Executive agrees that at all times during Executive’s employment with the Company
and for the Applicable Period thereafter, Executive 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, establish, carry on, or engage in a
business similar to that of the Company or any of its affiliates, in the Restricted Area, as
defined in Exhibit B, attached. This prohibition includes, without limitation, that
Executive will not perform the following in the Restricted Area:




     (i) Solicit or provide, directly or indirectly, engineering, construction,
procurement, maintenance, Environmental, 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 Executive’s separation from employment;




     (ii) Establish, own, become employed with, consult on business matters with, or
participate in any way in a business engaged in engineering, construction,
procurement maintenance, Environmental, 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




     (iii) Provide consulting services for, invest in, 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.; KBR, Inc.; Chicago Bridge & Iron Company N.V.;
CH2M Hill; Black & Veatch Corporation; Foster Wheeler Ltd.; and



- Page 3 of 6 -









 







Washington Group International, Inc., or any of their respective subsidiaries,
parent companies, affiliates, or successors.




This prohibition does not prohibit Executive 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.




     (e) Executive 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. Executive acknowledges that the provisions contained in this Section are
reasonable and valid in all respects and 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 4. Miscellaneous Provisions.



          (a) Employment Rights. This Agreement shall not be deemed to confer upon Executive
any right to continue in the employ of the Company for any period or any right to continue
employment at Executive’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 Executive. 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 or condition for the future or as to any other act other than that
specifically waived.




          (d) Injunctive Relief and Arbitration. Executive and the Company each acknowledge
that the provisions of Sections 2 and 3 are reasonable and necessary, that the damages that would
be suffered as a result of a breach or threatened breach by Executive of Sections 2 and 3 may not
be calculable, and that the award of a money judgment to the Company for such a breach or
threatened breach thereof by Executive would be an inadequate remedy. Executive 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 2 and/or 3 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.




- Page 4 of 6 -









 








          (e) Arbitration.





          (i) Executive 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 3, Executive and the Company hereby
expressly acknowledge that Executive’s position in the Company, and the Company’s business,
have a substantial impact on interstate commerce; and further, that Executive’s development
and involvement with the Company, and the Company’s business, have a national and
international territorial scope commercially. 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.




          (ii) 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, with the exception that the
Executive expressly waives the right to request interim measures or injunctive relief from a
judicial authority. Executive acknowledges that the Company alone 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 4(d). Each Party shall have the right to be represented
by counsel or other designated representatives. 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 a decision of the arbitrator for
specific performance of any of the requirements of this Agreement. The provisions of this
Section 4(e) shall survive and continue in full force and effect subsequent to and
notwithstanding expiration or termination of this Agreement for any reason. Executive
agrees to pay arbitration fees in an amount not to exceed the amount required to file a
lawsuit in a court of law. The Company agrees to pay the remaining amount of arbitration
fees. Executive 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
Section 4(e) do not preclude Executive



- Page 5 of 6 -









 







from filing a complaint with any federal, state, or other governmental administrative
agency, if applicable.



          (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.




          (g) Assignment. This Agreement may not be assigned by Executive, but may be assigned
by the Company to any successor to its business and will inure to the benefit and be binding upon
any such successor. This Agreement shall be binding upon the Parties, 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. Executive acknowledges that Executive has reviewed the provisions of
this Agreement carefully and has been given an opportunity to ask questions of the Company.
Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his
choice (at his expense) prior to signing this Agreement and that Executive knowingly
consents to the terms herein.




- Page 6 of 6 -









 





     IN WITNESS WHEREOF, the Parties have executed this Agreement as of this 31st day of October,
2007.



	 	 	 	 	 
	COMPANY:

	 	EXECUTIVE:
	 	 
	 
	 	 	 	 
	The Shaw Group Inc. and
its affiliates listed on Exhibit A:

	 	/s/ Dirk J. Wild	 	 
	 

	 	 	 	 
	 

	 	Dirk J. Wild	 	 
	 
	 	 	 	 
	/s/ Clifton S. Rankin
	 	 	 	 
	 
	 	 	 	 
	Clifton S. Rankin
	 	 	 	 
	General Counsel and Corporate Secretary of The Shaw Group Inc.
	 	 	 	 







 











 







EXHIBIT A




THE SHAW GROUP INC.®

GREATER THAN 50% OWNED

SUBSIDIARIES




(Updated as of October 10, 2006)





	1.	 	ACL Piping, Inc.
	 
	2.	 	Aiton & Co Limited
	 
	3.	 	American Plastic Pipe and Supply, L.L.C.
	 
	4.	 	Arlington Avenue E Venture, LLC
	 
	5.	 	Associated Valve, Inc.
	 
	6.	 	Badger® Technologies, L.L.C.
	 
	7.	 	Badger® Technology Holdings, L.L.C.
	 
	8.	 	Benicia North Gateway II, L.L.C.
	 
	9.	 	B.F. Shaw, Inc.
	 
	10.	 	Camden Road Venture, LLC
	 
	11.	 	C.B.P. Engineering Corp.
	 
	12.	 	Chimento Wetlands, L.L.C.
	 
	13.	 	Coastal Estuary Services, L.L.C.
	 
	14.	 	Cojafex B.V.
	 
	15.	 	Eagle Industries, Inc.
	 
	16.	 	EDS Equipment Company, LLC
	 
	17.	 	EDS Puerto Rico, Inc.
	 
	18.	 	EMCON/OWT, Inc.
	 
	19.	 	Envirogen, Inc.




1









 






	20.	 	Field Services Canada Inc.
	 
	21.	 	Field Services, Inc.
	 
	22.	 	GBB International, LLC
	 
	23.	 	GBB Maintenance Company, Inc.
	 
	24.	 	Gottlieb, Barnett & Bridges, LLC
	 
	25.	 	Great Southwest Parkway Venture, LLC
	 
	26.	 	Gulf Coast Equipment Rental, Inc.
	 
	27.	 	HL Newhall II, L.L.C.
	 
	28.	 	Holdings Manufactures Shaw South America, C.A.
	 
	29.	 	Hydro Power Solutions LLC
	 
	30.	 	Integrated Site Solutions, L.L.C.
	 
	31.	 	International Consultants, L.L.C. (f/k/a SWINC Acquisition
Five, L.L.C.)
	 
	32.	 	IT Holdings Canada, Inc.
	 
	33.	 	Jernee Mill Road, L.L.C.
	 
	34.	 	Kato Road II, L.L.C.
	 
	35.	 	KIP I, L.L.C.
	 
	36.	 	LandBank Baker, L.L.C.
	 
	37.	 	LandBank Properties, L.L.C.
	 
	38.	 	LFG Specialties, L.L.C.
	 
	39.	 	Lone Star Fabricators, Inc.
	 
	40.	 	Manufactures Shaw South America, C.A.
	 
	41.	 	Millstone River Wetland Services, L.L.C.
	 
	42.	 	MWR, Inc.




2









 






	43.	 	Norwood Venture I, L.L.C.
	 
	44.	 	Nuclear Energy Holdings, L.L.C.
	 
	45.	 	Nuclear Technology Solutions, L.L.C.
	 
	46.	 	Otay Mesa Ventures II, L.L.C.
	 
	47.	 	Pacific Support Group LLC
	 
	48.	 	Pike Properties I, Inc. (Formerly, SAON Properties, Inc.)
	 
	49.	 	Pike Properties II, Inc. (Formerly, Secorp, Inc.)
	 
	50.	 	Pipework Engineering and Developments Limited
	 
	51.	 	Plattsburg Venture, L.L.C.
	 
	52.	 	Power Technologies Asia-Pacific Sdn. Bhd.
	 
	53.	 	Prospect Industries (Holdings), Inc.
	 
	54.	 	PT Stone & Webster Indonesia
	 
	55.	 	Raritan Venture I, L.L.C.
	 
	56.	 	S C Woods, L.L.C.
	 
	57.	 	SELS Administrative Services, L.L.C.
	 
	58.	 	Shaw-ABMB, L.L.C.
	 
	59.	 	Shaw A/DE, Inc.
	 
	60.	 	Shaw Aiton Australia Pty Limited
	 
	61.	 	Shaw Alaska, Inc.
	 
	62.	 	Shaw Alloy Piping Products, Inc.
	 
	63.	 	Shaw Americas, L.L.C.
	 
	64.	 	Shaw Beale Housing, L.L.C.
	 
	65.	 	Shaw Beneco, Inc.




3









 






	66.	 	Shaw California, L.L.C.
	 
	67.	 	Shaw Capital, Inc.
	 
	68.	 	Shaw Capital (Nevada), Inc.
	 
	69.	 	Shaw CENTCOM Services, L.L.C.
	 
	70.	 	Shaw CMS, Inc.
	 
	71.	 	Shaw Coastal, Inc.
	 
	72.	 	Shaw Connex, Inc.
	 
	73.	 	Shaw Constructors, Inc.
	 
	74.	 	Shaw Dunn Limited
	 
	75.	 	Shaw E & I International Ltd.
	 
	76.	 	Shaw E & I Investment Holdings, Inc.
	 
	77.	 	Shaw Energy Delivery Services, Inc.
	 
	78.	 	Shaw Energy Services, Inc.
	 
	79.	 	Shaw Environmental, Inc.
	 
	80.	 	Shaw Environmental International, Inc.
	 
	81.	 	Shaw Environmental & Infrastructure, Inc.
	 
	82.	 	Shaw Environmental & Infrastructure Massachusetts, Inc.
	 
	83.	 	Shaw Environmental Liability Solutions, L.L.C.
	 
	84.	 	Shaw Europe, Inc. (f/k/a Shaw E & I Russia, Inc.)
	 
	85.	 	Shaw Export Company, S. de R. L. de C.V.
	 
	86.	 	Shaw Fabricators, Inc.
	 
	87.	 	Shaw Facilities, Inc.
	 
	88.	 	Shaw Field Services, Inc.




4









 






	89.	 	Shaw Fronek Company (FCI), Inc.
	 
	90.	 	Shaw Fronek Power Services, Inc.
	 
	91.	 	Shaw Ft. Leonard Wood Housing, L.L.C.
	 
	92.	 	Shaw Global, L.L.C.
	 
	93.	 	Shaw Global Energy Services, Inc.
	 
	94.	 	Shaw Group Australia Pty Limited
	 
	95.	 	Shaw Group UK Holdings
	 
	96.	 	Shaw Group UK International Services Ltd.
	 
	97.	 	Shaw Group UK Limited
	 
	98.	 	Shaw GRP of California
	 
	99.	 	Shaw Hanscom Housing, L.L.C.
	 
	100.	 	Shaw Heat Treating Service, C.A.
	 
	101.	 	Shaw Home Louisiana, Inc.
	 
	102.	 	Shaw Industrial Supply Co., Inc.
	 
	103.	 	Shaw Infrastructure, Inc.
	 
	104.	 	Shaw Intellectual Property Holdings, Inc.
	 
	105.	 	Shaw International, Inc.
	 
	106.	 	Shaw International, Ltd. (Formerly, Shaw Caribbean (Cayman), Ltd.)
	 
	107.	 	Shaw International Management Services One, Inc.
	 
	108.	 	Shaw International Management Services Two, Inc.
	 
	109.	 	Shaw JV Holdings, L.L.C.
	 
	110.	 	Shaw Lancas, C.A.
	 
	111.	 	Shaw Liquid Solutions LLC




5









 






	112.	 	Shaw Little Rock Housing, L.L.C.
	 
	113.	 	Shaw Maintenance, Inc.
	 
	114.	 	Shaw Managed Services, Inc.
	 
	115.	 	Shaw Management Services One, Inc.
	 
	116.	 	Shaw Manufacturing and Services, Inc.
	 
	117.	 	Shaw Manpower, S. de R.L. de C.V.
	 
	118.	 	Shaw Mexican Holdings, S. de R.L. de C.V.
	 
	119.	 	Shaw Mexico, L.L.C.
	 
	120.	 	Shaw Morgan City Terminal, Inc.
	 
	121.	 	Shaw NAPTech, Inc.
	 
	122.	 	Shaw Northeast Housing, L.L.C.
	 
	123.	 	Shaw Northwest Housing, L.L.C.
	 
	124.	 	Shaw Nuclear Energy Holdings (UK), Inc.
	 
	125.	 	Shaw Nuclear Energy Holdings (US), Inc.
	 
	126.	 	Shaw Overseas (Far East) Ltd.
	 
	127.	 	Shaw Overseas (Middle East) Ltd.
	 
	128.	 	Shaw Pipe Shields, Inc.
	 
	129.	 	Shaw Pipe Supports, Inc.
	 
	130.	 	Shaw Power Delivery Systems, Inc.
	 
	131.	 	Shaw Power Services Group, L.L.C.
	 
	132.	 	Shaw Power Services, Inc.
	 
	133.	 	Shaw Power Technologies, Inc.TM (formerly Power Technologies, Inc.®)
	 
	134.	 	Shaw Power Technologies International LimitedTM




6









 






	135.	 	Shaw Process and Industrial Group, Inc.
	 
	136.	 	Shaw Process Fabricators, Inc.
	 
	137.	 	Shaw Project Services Group, Inc.
	 
	138.	 	Shaw Property Holdings, Inc.
	 
	139.	 	Shaw Remediation Services, L.L.C.
	 
	140.	 	Shaw-Robotic Environmental Services, L.L.C.
	 
	141.	 	Shaw Services, L.L.C.
	 
	142.	 	Shaw SSS Fabricators, Inc.
	 
	143.	 	Shaw Stone & Webster Arabia Co., Ltd.
	 
	144.	 	Shaw Stone & Webster Puerto Rico, Inc.
	 
	145.	 	Shaw Sunland Fabricators, Inc.
	 
	146.	 	Shaw Trading FSC, Ltd.
	 
	147.	 	Shaw Transmission & Distribution Services, Inc. (formerly, Shaw Management Services Six, Inc.)
	 
	148.	 	Shaw Tulsa Fabricators, Inc. (f/k/a Shaw Word Industries Fabricators, Inc.)
	 
	149.	 	Shaw Waste Solutions, LLC
	 
	150.	 	So-Glen Gas Co., LLC
	 
	151.	 	Stone & Webster Asia, Inc.
	 
	152.	 	Stone & Webster Canada Holding One (N.S.), ULC
	 
	153.	 	Stone & Webster Canada Holding Two, Inc.
	 
	154.	 	Stone & Webster Canada L.P.
	 
	155.	 	Stone & Webster Construction, Inc.
	 
	156.	 	Stone & Webster Construction Services, L.L.C.
	 
	157.	 	Stone & Webster Consultants Limited




7









 






	158.	 	Stone & Webster Engineering Projects Private Limited
	 
	159.	 	Stone & Webster Engineering Services Sdn. Bdh.
	 
	160.	 	Stone & Webster Holding One, Inc.
	 
	161.	 	Stone & Webster Holding Two, Inc.
	 
	162.	 	Stone & Webster, Inc.
	 
	163.	 	Stone & Webster Insaat ve Muhendislik Limited Sirketi
	 
	164.	 	Stone & Webster International B.V.
	 
	165.	 	Stone & Webster International, Inc.
	 
	166.	 	Stone & Webster International Holdings, Inc.
	 
	167.	 	Stone & Webster — JSC Management Consultants,
Inc.
	 
	168.	 	Stone & Webster Limited
	 
	169.	 	Stone & Webster Management Consultants, Inc.
	 
	170.	 	Stone & Webster Massachusetts, Inc.
	 
	171.	 	Stone & Webster Michigan, Inc.
	 
	172.	 	Stone & Webster Purchasing, Inc.
	 
	173.	 	Stone & Webster Process Technologies B.V.
	 
	174.	 	Stone & Webster Process Technology, Inc.
	 
	175.	 	Stone & Webster Services, L.L.C.
	 
	176.	 	Sugar Acquisition (NVDIP), Inc.
	 
	177.	 	The LandBank Group, Inc.
	 
	178.	 	The Shaw Group Inc. Political Action Committee, Inc.
	 
	179.	 	The Shaw Group International Inc.
	 
	180.	 	The Shaw Group UK Pension Plan Limited




8









 






	181.	 	The Shaw Group UK 1997 Pension Scheme Limited
	 
	182.	 	The Shaw Group UK 2001 Pension Plan Limited
	 
	183.	 	Whessoe Piping Systems Limited
	 
	184.	 	Whippany Venture I, L.L.C.
	 
	185.	 	Worldwide Industrial Constructors, Inc.






9












 





EXHIBIT B




RESTRICTED AREA




ALASKA




	 
	Aleutians East


	 

	Aleutians West


	 

	Anchorage


	 

	Bethel


	 

	Bristol Bay


	 

	Denali


	 

	Dillingham


	 

	Fairbanks North Star


	 

	Haines


	 

	Juneau

	 

	Kenai Peninsula

	 
	Ketchikan Gateway

	 
	Kodiak Island

	 
	Lake and Peninsula

	 
	Matanuska-Susitna

	 
	Nome

	 
	North Slope

	 
	Northwest Arctic

	 
	Prince of Wales-Outer
Ketchikan
	 
	Sitka
	 
	Skagway-Hoonah-Angoon
	 
	Southeast Fairbanks
	 
	Valdez-Cordova
	 
	Wade Hampton
	 
	Wrangell-Petersburg
	 
	Yakutat
	 
	Yukon-Koyukuk
	 
	ALABAMA

	 
	Autauga


	 

	Baldwin


	 

	Barbour


	 

	Bibb


	 

	Blount


	 

	Bullock


	 
	Butler

	 

	Calhoun


	 

	Chambers


	 

	Cherokee


	 

	Chilton


	 

	


	Choctaw
	 

	Clarke
	 
	Clay
	 
	Cleburne
	 
	Coffee
	 
	Colbert
	 
	Conecuh






 









 






Coosa




Covington




Crenshaw




Cullman




Dale




Dallas




De Kalb




Elmore




Escambia




Etowah




Fayette




Franklin




Geneva




Greene




Hale




Henry




Houston




Jackson




Jefferson




Lamar




Lauderdale




Lawrence




Lee




Limestone




Lowndes




Macon




Madison




Marengo




Marion




Marshall




Mobile




Monroe




Montgomery




Morgan




Perry




Pickens




Pike




Randolph




Russell




St. Clair




Shelby




Sumter




Talladega




Tallapoosa




Tuscaloosa




Walker




Washington




Wilcox




Winston




ARIZONA




Apache




Cochise




Coconino




Gila




Graham




Greenlee




La Paz




Maricopa




Mohave




Navajo




Pima




Pinal




Santa Cruz




Yavapai




Yuma




- 2 -









 






	 	 	 	 	 
	ARKANSAS
	 	 	 	 
	 
	 	 	 	 
	Arkansas

	 	 	 	 
	 
	 	 	 	 
	Ashley

	 	 	 	 
	 
	 	 	 	 
	Baxter

	 	 	 	 
	 
	 	 	 	 
	Benton

	 	 	 	 
	 
	 	 	 	 
	Boone

	 	 	 	 
	 
	 	 	 	 
	Bradley

	 	 	 	 
	 
	 	 	 	 
	Calhoun

	 	 	 	 
	 
	 	 	 	 
	Carroll

	 	 	 	 
	 
	 	 	 	 
	Chicot

	 	 	 	 
	 
	 	 	 	 
	Clark

	 	 	 	 
	 
	 	 	 	 
	Clay

	 	 	 	 
	 
	 	 	 	 
	Cleburne

	 	 	 	 
	 
	 	 	 	 
	Cleveland

	 	 	 	 
	 
	 	 	 	 
	Columbia

	 	 	 	 
	 
	 	 	 	 
	Conway

	 	 	 	 
	 
	 	 	 	 
	Craighead

	 	 	 	 
	 
	 	 	 	 
	Crawford

	 	 	 	 
	 
	 	 	 	 
	Crittenden

	 	 	 	 
	 
	 	 	 	 
	Cross

	 	 	 	 
	 
	 	 	 	 
	Dallas

	 	 	 	 
	 
	 	 	 	 
	Desha

	 	 	 	 
	 
	 	 	 	 
	Drew
	 	 
	 
	 	 	 	 
	Faulkner
	 	 
	 	 	 
	Franklin
	 	 
	 	 	 
	Fulton
	 	 
	 	 	 
	Garland
	 	 
	 	 	 
	Grant
	 	 
	 	 	 
	Greene
	 	 
	 	 	 
	Hempstead
	 	 
	 	 	 
	Hot Spring
	 	 
	 	 	 
	Howard
	 	 
	 	 	 
	Independence
	 	 
	 	 	 
	Izard
	 	 
	 	 	 
	Jackson
	 	 
	 	 	 
	Jefferson
	 	 
	 	 	 
	Johnson
	 	 
	 	 	 
	Lafayette
	 	 
	 	 	 
	Lawrence
	 	 
	 	 	 
	Lee
	 	 
	 	 	 
	Lincoln
	 	 
	 	 	 
	Little River
	 	 
	 	 	 
	Logan
	 	 
	 
	 	 	 	 
	Lonoke
	 
	Madison
	 
	Marion
	 
	Miller
	 
	Mississippi
	 
	Monroe
	 
	Montgomery
	 
	Nevada
	 
	Newton
	 
	Ouachita
	 
	Perry
	 
	Phillips
	 
	Pike
	 
	Poinsett
	 
	Polk
	 
	Pope
	 
	Prairie
	 
	Pulaski
	 
	Randolph
	 
	St. Francis
	 
	Saline






- 3 -









 






	 
	Scott


	 

	Searcy


	 

	Sebastian


	 

	Sevier


	 

	Sharp

	 
	Stone

	 
	Union

	 
	Van Buren

	 
	Washington
	 
	White
	 
	Woodruff
	 
	Yell
	 
	CALIFORNIA

	 

	Alameda


	 

	Alpine


	 

	Amador


	 

	Butte


	 

	Calaveras


	 

	Colusa


	 

	Contra Costa


	 

	Del Norte


	 

	El Dorado


	 

	Fresno


	 

	Glenn


	 

	Humboldt


	 

	Imperial


	 

	Inyo


	 

	Kern


	 

	Kings


	 

	Lake


	 
	Lassen

	 
	Los Angeles

	 
	Madera

	 
	Marin

	 
	Mariposa

	 
	Mendocino

	 
	Merced

	 
	Modoc

	 
	Mono

	 
	Monterey

	 
	Napa

	 
	Nevada

	 
	Orange

	 
	Placer

	 
	Plumas

	 
	Riverside

	 
	Sacramento

	 
	San Benito
	 
	San Bernardino
	 
	San Diego
	 
	San Francisco
	 
	San Joaquin
	 
	San Luis Obispo
	 
	San Mateo
	 
	Santa Barbara
	 
	Santa Clara
	 
	Santa Cruz
	 
	Shasta
	 
	Sierra
	 
	Siskiyou
	 
	Solano
	 
	Sonoma
	 
	Stanislaus
	 
	Sutter






- 4 -









 





Tehama




Trinity




Tulare




Tuolumne




Ventura




Yolo




Yuba




COLORADO




Adams




Alamosa




Arapahoe




Archuleta




Baca




Bent




Boulder




Broomfield




Chaffee




Cheyenne




Clear Creek




Conejos




Costilla




Crowley




Custer




Delta




Denver




Dolores




Douglas




Eagle




Elbert




El Paso




Fremont




Garfield




Gilpin




Grand




Gunnison




Hinsdale




Huerfano




Jackson




Jefferson




Kiowa




Kit Carson




Lake




La Plata




Larimer




Las Animas




Lincoln




Logan




Mesa




Mineral




Moffat




Montezuma




Montrose




Morgan




Otero




Ouray




Park




Phillips




Pitkin




Prowers




Pueblo




Rio Blanco




Rio Grande




Routt




Saguache




San Juan
















- 5 -












 





San Miguel




Sedgwick




Summit




Teller




Washington




Weld




Yuma




CONNECTICUT




Fairfield




Hartford




Litchfield




Middlesex




New Haven




New London




Tolland




Windham




DISTRICT OF COLUMBIA




District of Columbia




DELAWARE




Kent




New Castle




Sussex




FLORIDA




Alachua




Baker




Bay




- 6 -









 





Bradford




Brevard




Broward




Calhoun




Charlotte




Citrus




Clay




Collier




Columbia




De Soto




Dixie




Duval




Escambia




Flagler




Franklin




Gadsden




Gilchrist




Glades




Gulf




Hamilton




Hardee




Hendry




Hernando




Highlands




Hillsborough




Holmes




Indian River




Jackson




Jefferson




Lafayette




Lake




Lee




Leon




Levy




Liberty




Madison




Manatee




Marion




Martin




Miami-Dade




Monroe




Nassau




Okaloosa




Okeechobee




Orange




Osceola




Palm Beach




Pasco




Pinellas




Polk




Putnam




St. Johns




St. Lucie




Santa Rosa




Sarasota




Seminole




Sumter




Suwannee




Taylor




Union




Volusia




Wakulla




Walton




Washington




GEORGIA




- 7 -









 








Appling




Atkinson




Bacon




Baker




Baldwin




Banks




Barrow




Bartow




Ben Hill




Berrien




Bibb




Bleckley




Brantley




Brooks




Bryan




Bulloch




Burke




Butts




Calhoun




Camden




Candler




Carroll




Catoosa




Charlton




Chatham




Chattahoochee




Chattooga




Cherokee




Clarke




Clay




Clayton




Clinch




Cobb




Coffee




Colquitt




Columbia




Cook




Coweta




Crawford




Crisp




Dade




Dawson




Decatur




De Kalb




Dodge




Dooly




Dougherty




Douglas




Early




Echols




Effingham




Elbert




Emanuel




Evans




Fannin




Fayette




Floyd




Forsyth




Franklin




Fulton




Gilmer




Glascock




Glynn




Gordon




Grady




Greene




Gwinnett




Habersham




Hall




Hancock




Haralson




Harris




- 8 -









 





Hart




Heard




Henry




Houston




Irwin




Jackson




Jasper




Jeff Davis




Jefferson




Jenkins




Johnson




Jones




Lamar




Lanier




Laurens




Lee




Liberty




Lincoln




Long




Lowndes




Lumpkin




McDuffie




McIntosh




Macon




Madison




Marion




Meriwether




Miller




Mitchell




Monroe




Montgomery




Morgan




Murray




Muscogee




Newton




Oconee




Oglethorpe




Paulding




Peach




Pickens




Pierce




Pike




Polk




Pulaski




Putnam




Quitman




Rabun




Randolph




Richmond




Rockdale




Schley




Screven




Seminole




Spalding




Stephens




Stewart




Sumter




Talbot




Taliaferro




Tattnall




Taylor




Telfair




Terrell




Thomas




Tift




Toombs




Towns




Treutlen




Troup




Turner




Twiggs




Union




Upson




Walker




Walton




- 9 -









 





Ware




Warren




Washington




Wayne




Webster




Wheeler




White




Whitfield




Wilcox




Wilkes




Wilkinson




Worth




HAWAII




Hawaii




Honolulu




Kalawao




Kauai




Maui




IOWA




Adair




Adams




Allamakee




Appanoose




Audubon




Benton




Black Hawk




Boone




Bremer




Buchanan




Buena Vista




Butler




Calhoun




Carroll




Cass




Cedar




Cerro Gordo




Cherokee




Chickasaw




Clarke




Clay




Clayton




Clinton




Crawford




Dallas




Davis




Decatur




Delaware




Des Moines




Dickinson




Dubuque




Emmet




Fayette




- 10 -









 





Floyd




Franklin




Fremont




Greene




Grundy




Guthrie




Hamilton




Hancock




Hardin




Harrison




Henry




Howard




Humboldt




Ida




Iowa




Jackson




Jasper




Jefferson




Johnson




Jones




Keokuk




Kossuth




Lee




Linn




Louisa




Lucas




Lyon




Madison




Mahaska




Marion




Marshall




Mills




Mitchell




Monona




Monroe




Montgomery




Muscatine




O’Brien




Osceola




Page




Palo Alto




Plymouth




Pocahontas




Polk




Pottawattamie




Poweshiek




Ringgold




Sac




Scott




Shelby




Sioux




Story




Tama




Taylor




Union




Van Buren




Wapello




Warren




Washington




Wayne




Webster




Winnebago




Winneshiek




Woodbury




Worth




Wright




IDAHO




- 11 -









 








Ada




Adams




Bannock




Bear Lake




Benewah




Bingham




Blaine




Boise




Bonner




Bonneville




Boundary




Butte




Camas




Canyon




Caribou




Cassia




Clark




Clearwater




Custer




Elmore




Franklin




Fremont




Gem




Gooding




Idaho




Jefferson




Jerome




Kootenai




Latah




Lemhi




Lewis




Lincoln




Madison




Minidoka




Nez Perce




Oneida




Owyhee




Payette




Power




Shoshone




Teton




Twin Falls




Valley




Washington




ILLINOIS




Adams




Alexander




Bond




Boone




Brown




Bureau




Calhoun




Carroll




Cass




Champaign




Christian




Clark




Clay




Clinton




Coles




- 12 -









 





Cook




Crawford




Cumberland




DeKalb




De Witt




Douglas




DuPage




Edgar




Edwards




Effingham




Fayette




Ford




Franklin




Fulton




Gallatin




Greene




Grundy




Hamilton




Hancock




Hardin




Henderson




Henry




Iroquois




Jackson




Jasper




Jefferson




Jersey




Jo Daviess




Johnson




Kane




Kankakee




Kendall




Knox




Lake




La Salle




Lawrence




Lee




Livingston




Logan




McDonough




McHenry




McLean




Macon




Macoupin




Madison




Marion




Marshall




Mason




Massac




Menard




Mercer




Monroe




Montgomery




Morgan




Moultrie




Ogle




Peoria




Perry




Piatt




Pike




Pope




Pulaski




Putnam




Randolph




Richland




Rock Island




St. Clair




Saline




Sangamon




Schuyler




Scott




Shelby




Stark




Stephenson




Tazewell




- 13 -









 





Union




Vermilion




Wabash




Warren




Washington




Wayne




White




Whiteside




Will




Williamson




Winnebago




Woodford




INDIANA




Adams




Allen




Bartholomew




Benton




Blackford




Boone




Brown




Carroll




Cass




Clark




Clay




Clinton




Crawford




Daviess




Dearborn




Decatur




De Kalb




Delaware




Dubois




Elkhart




Fayette




Floyd




Fountain




Franklin




Fulton




Gibson




Grant




Greene




Hamilton




Hancock




Harrison




Hendricks




Henry




Howard




Huntington




Jackson




Jasper




Jay




Jefferson




Jennings




Johnson




Knox




Kosciusko




Lagrange




Lake




La Porte




Lawrence




Madison




Marion




Marshall




Martin




- 14 -









 





Miami




Monroe




Montgomery




Morgan




Newton




Noble




Ohio




Orange




Owen




Parke




Perry




Pike




Porter




Posey




Pulaski




Putnam




Randolph




Ripley




Rush




St. Joseph




Scott




Shelby




Spencer




Starke




Steuben




Sullivan




Switzerland




Tippecanoe




Tipton




Union




Vanderburgh




Vermillion




Vigo




Wabash




Warren




Warrick




Washington




Wayne




Wells




White




Whitley




KANSAS




Allen




Anderson




Atchison




Barber




Barton




Bourbon




Brown




Butler




Chase




Chautauqua




Cherokee




Cheyenne




Clark




Clay




Cloud




Coffey




Comanche




Cowley




Crawford




Decatur




Dickinson




- 15 -









 





Doniphan




Douglas




Edwards




Elk




Ellis




Ellsworth




Finney




Ford




Franklin




Geary




Gove




Graham




Grant




Gray




Greeley




Greenwood




Hamilton




Harper




Harvey




Haskell




Hodgeman




Jackson




Jefferson




Jewell




Johnson




Kearny




Kingman




Kiowa




Labette




Lane




Leavenworth




Lincoln




Linn




Logan




Lyon




McPherson




Marion




Marshall




Meade




Miami




Mitchell




Montgomery




Morris




Morton




Nemaha




Neosho




Ness




Norton




Osage




Osborne




Ottawa




Pawnee




Phillips




Pottawatomie




Pratt




Rawlins




Reno




Republic




Rice




Riley




Rooks




Rush




Russell




Saline




Scott




Sedgwick




Seward




Shawnee




Sheridan




Sherman




Smith




Stafford




Stanton




Stevens




Sumner




- 16 -









 





Thomas




Trego




Wabaunsee




Wallace




Washington




Wichita




Wilson




Woodson




Wyandotte




KENTUCKY




Adair




Allen




Anderson




Ballard




Barren




Bath




Bell




Boone




Bourbon




Boyd




Boyle




Bracken




Breathitt




Breckinridge




Bullitt




Butler




Caldwell




Calloway




Campbell




Carlisle




Carroll




Carter




Casey




Christian




Clark




Clay




Clinton




Crittenden




Cumberland




Daviess




Edmonson




Elliott




Estill




Fayette




Fleming




Floyd




Franklin




Fulton




Gallatin




Garrard




Grant




Graves




Grayson




Green




Greenup




Hancock




Hardin




Harlan




Harrison




Hart




Henderson




Henry




Hickman




Hopkins




- 17 -









 





Jackson




Jefferson




Jessamine




Johnson




Kenton




Knott




Knox




Larue




Laurel




Lawrence




Lee




Leslie




Letcher




Lewis




Lincoln




Livingston




Logan




Lyon




McCracken




McCreary




McLean




Madison




Magoffin




Marion




Marshall




Martin




Mason




Meade




Menifee




Mercer




Metcalfe




Monroe




Montgomery




Morgan




Muhlenberg




Nelson




Nicholas




Ohio




Oldham




Owen




Owsley




Pendleton




Perry




Pike




Powell




Pulaski




Robertson




Rockcastle




Rowan




Russell




Scott




Shelby




Simpson




Spencer




Taylor




Todd




Trigg




Trimble




Union




Warren




Washington




Wayne




Webster




Whitley




Wolfe




Woodford




LOUISIANA




- 18 -









 








Acadia




Allen




Ascension




Assumption




Avoyelles




Beauregard




Bienville




Bossier




Caddo




Calcasieu




Caldwell




Cameron




Catahoula




Claiborne




Concordia




De Soto




East Baton Rouge




East Carroll




East Feliciana




Evangeline




Franklin




Grant




Iberia




Iberville




Jackson




Jefferson




Jefferson Davis




Lafayette




Lafourche




La Salle




Lincoln




Livingston




Madison




Morehouse




Natchitoches




Orleans




Ouachita




Plaquemines




Pointe Coupee




Rapides




Red River




Richland




Sabine




St. Bernard




St. Charles




St. Helena




St. James




St. John the Baptist




St. Landry




St. Martin




St. Mary




St. Tammany




Tangipahoa




Tensas




Terrebonne




Union




Vermilion




Vernon




Washington




Webster




West Baton Rouge




West Carroll




West Feliciana




Winn




- 19 -









 





MASSACHUSETTS




Barnstable




Berkshire




Bristol




Dukes




Essex




Franklin




Hampden




Hampshire




Middlesex




Nantucket




Norfolk




Plymouth




Suffolk




Worcester




MARYLAND




Allegany




Anne Arundel




Baltimore




Calvert




Caroline




Carroll




Cecil




Charles




Dorchester




Frederick




Garrett




Harford




Howard




Kent




Montgomery




Prince George’s




Queen Anne’s




St. Mary’s




Somerset




Talbot




Washington




Wicomico




Worcester




Baltimore City




MAINE




Androscoggin




Aroostook




Cumberland




Franklin




Hancock




Kennebec




- 20 -









 





Knox




Lincoln




Oxford




Penobscot




Piscataquis




Sagadahoc




Somerset




Waldo




Washington




York




MICHIGAN




Alcona




Alger




Allegan




Alpena




Antrim




Arenac




Baraga




Barry




Bay




Benzie




Berrien




Branch




Calhoun




Cass




Charlevoix




Cheboygan




Chippewa




Clare




Clinton




Crawford




Delta




Dickinson




Eaton




Emmet




Genesee




Gladwin




Gogebic




Grand Traverse




Gratiot




Hillsdale




Houghton




Huron




Ingham




Ionia




Iosco




Iron




Isabella




Jackson




Kalamazoo




Kalkaska




Kent




Keweenaw




Lake




Lapeer




Leelanau




Lenawee




Livingston




Luce




Mackinac




Macomb




Manistee




- 21 -









 





Marquette




Mason




Mecosta




Menominee




Midland




Missaukee




Monroe




Montcalm




Montmorency




Muskegon




Newaygo




Oakland




Oceana




Ogemaw




Ontonagon




Osceola




Oscoda




Otsego




Ottawa




Presque Isle




Roscommon




Saginaw




St. Clair




St. Joseph




Sanilac




Schoolcraft




Shiawassee




Tuscola




Van Buren




Washtenaw




Wayne




Wexford




MINNESOTA




Aitkin




Anoka




Becker




Beltrami




Benton




Big Stone




Blue Earth




Brown




Carlton




Carver




Cass




Chippewa




Chisago




Clay




Clearwater




Cook




Cottonwood




Crow Wing




Dakota




Dodge




Douglas




Faribault




Fillmore




Freeborn




Goodhue




Grant




Hennepin




Houston




Hubbard




Isanti




- 22 -









 





Itasca




Jackson




Kanabec




Kandiyohi




Kittson




Koochiching




Lac qui Parle




Lake




Lake of the Woods




Le Sueur




Lincoln




Lyon




McLeod




Mahnomen




Marshall




Martin




Meeker




Mille Lacs




Morrison




Mower




Murray




Nicollet




Nobles




Norman




Olmsted




Otter Tail




Pennington




Pine




Pipestone




Polk




Pope




Ramsey




Red Lake




Redwood




Renville




Rice




Rock




Roseau




St. Louis




Scott




Sherburne




Sibley




Stearns




Steele




Stevens




Swift




Todd




Traverse




Wabasha




Wadena




Waseca




Washington




Watonwan




Wilkin




Winona




Wright




Yellow Medicine




MISSOURI




Adair




Andrew




Atchison




Audrain




Barry




Barton




- 23 -









 





Bates




Benton




Bollinger




Boone




Buchanan




Butler




Caldwell




Callaway




Camden




Cape Girardeau




Carroll




Carter




Cass




Cedar




Chariton




Christian




Clark




Clay




Clinton




Cole




Cooper




Crawford




Dade




Dallas




Daviess




De Kalb




Dent




Douglas




Dunklin




Franklin




Gasconade




Gentry




Greene




Grundy




Harrison




Henry




Hickory




Holt




Howard




Howell




Iron




Jackson




Jasper




Jefferson




Johnson




Knox




Laclede




Lafayette




Lawrence




Lewis




Lincoln




Linn




Livingston




McDonald




Macon




Madison




Maries




Marion




Mercer




Miller




Mississippi




Moniteau




Monroe




Montgomery




Morgan




New Madrid




Newton




Nodaway




Oregon




Osage




Ozark




Pemiscot




Perry




Pettis




Phelps




- 24 -









 





Pike




Platte




Polk




Pulaski




Putnam




Ralls




Randolph




Ray




Reynolds




Ripley




St. Charles




St. Clair




Ste. Genevieve




St. Francois




St. Louis




Saline




Schuyler




Scotland




Scott




Shannon




Shelby




Stoddard




Stone




Sullivan




Taney




Texas




Vernon




Warren




Washington




Wayne




Webster




Worth




Wright




St. Louis City




MISSISSIPPI




Adams




Alcorn




Amite




Attala




Benton




Bolivar




Calhoun




Carroll




Chickasaw




Choctaw




Claiborne




Clarke




Clay




Coahoma




Copiah




Covington




DeSoto




Forrest




Franklin




George




Greene




Grenada




Hancock




Harrison




Hinds




Holmes




Humphreys




- 25 -









 





Issaquena




Itawamba




Jackson




Jasper




Jefferson




Jefferson Davis




Jones




Kemper




Lafayette




Lamar




Lauderdale




Lawrence




Leake




Lee




Leflore




Lincoln




Lowndes




Madison




Marion




Marshall




Monroe




Montgomery




Neshoba




Newton




Noxubee




Oktibbeha




Panola




Pearl River




Perry




Pike




Pontotoc




Prentiss




Quitman




Rankin




Scott




Sharkey




Simpson




Smith




Stone




Sunflower




Tallahatchie




Tate




Tippah




Tishomingo




Tunica




Union




Walthall




Warren




Washington




Wayne




Webster




Wilkinson




Winston




Yalobusha




Yazoo




MONTANA




Beaverhead




Big Horn




Blaine




Broadwater




Carbon




Carter




- 26 -









 





Cascade




Chouteau




Custer




Daniels




Dawson




Deer Lodge




Fallon




Fergus




Flathead




Gallatin




Garfield




Glacier




Golden Valley




Granite




Hill




Jefferson




Judith Basin




Lake




Lewis and Clark




Liberty




Lincoln




McCone




Madison




Meagher




Mineral




Missoula




Musselshell




Park




Petroleum




Phillips




Pondera




Powder River




Powell




Prairie




Ravalli




Richland




Roosevelt




Rosebud




Sanders




Sheridan




Silver Bow




Stillwater




Sweet Grass




Teton




Toole




Treasure




Valley




Wheatland




Wibaux




Yellowstone




Yellowstone National Park




NORTH CAROLINA




Alamance




Alexander




Alleghany




Anson




Ashe




Avery




Beaufort




Bertie




Bladen




Brunswick




Buncombe




Burke




- 27 -









 





Cabarrus




Caldwell




Camden




Carteret




Caswell




Catawba




Chatham




Cherokee




Chowan




Clay




Cleveland




Columbus




Craven




Cumberland




Currituck




Dare




Davidson




Davie




Duplin




Durham




Edgecombe




Forsyth




Franklin




Gaston




Gates




Graham




Granville




Greene




Guilford




Halifax




Harnett




Haywood




Henderson




Hertford




Hoke




Hyde




Iredell




Jackson




Johnston




Jones




Lee




Lenoir




Lincoln




McDowell




Macon




Madison




Martin




Mecklenburg




Mitchell




Montgomery




Moore




Nash




New Hanover




Northampton




Onslow




Orange




Pamlico




Pasquotank




Pender




Perquimans




Person




Pitt




Polk




Randolph




Richmond




Robeson




Rockingham




Rowan




Rutherford




Sampson




Scotland




Stanly




Stokes




Surry




Swain




- 28 -









 





Transylvania




Tyrrell




Union




Vance




Wake




Warren




Washington




Watauga




Wayne




Wilkes




Wilson




Yadkin




Yancey




NORTH DAKOTA




Adams




Barnes




Benson




Billings




Bottineau




Bowman




Burke




Burleigh




Cass




Cavalier




Dickey




Divide




Dunn




Eddy




Emmons




Foster




Golden Valley




Grand Forks




Grant




Griggs




Hettinger




Kidder




La Moure




Logan




McHenry




McIntosh




McKenzie




McLean




Mercer




Morton




Mountrail




Nelson




Oliver




Pembina




Pierce




Ramsey




Ransom




Renville




Richland




Rolette




Sargent




Sheridan




Sioux




Slope




Stark




Steele




Stutsman




Towner




- 29 -









 





Traill




Walsh




Ward




Wells




Williams




NEBRASKA




Adams




Antelope




Arthur




Banner




Blaine




Boone




Box Butte




Boyd




Brown




Buffalo




Burt




Butler




Cass




Cedar




Chase




Cherry




Cheyenne




Clay




Colfax




Cuming




Custer




Dakota




Dawes




Dawson




Deuel




Dixon




Dodge




Douglas




Dundy




Fillmore




Franklin




Frontier




Furnas




Gage




Garden




Garfield




Gosper




Grant




Greeley




Hall




Hamilton




Harlan




Hayes




Hitchcock




Holt




Hooker




Howard




Jefferson




Johnson




Kearney




Keith




Keya Paha




Kimball




Knox




Lancaster




Lincoln




Logan





- 30 -












 





Loup




McPherson




Madison




Merrick




Morrill




Nance




Nemaha




Nuckolls




Otoe




Pawnee




Perkins




Phelps




Pierce




Platte




Polk




Red Willow




Richardson




Rock




Saline




Sarpy




Saunders




Scotts Bluff




Seward




Sheridan




Sherman




Sioux




Stanton




Thayer




Thomas




Thurston




Valley




Washington




Wayne




Webster




Wheeler




York




NEW HAMPSHIRE




Belknap




Carroll




Cheshire




Coos




Grafton




Hillsborough




Merrimack




Rockingham




Strafford




Sullivan




NEW JERSEY




Atlantic




Bergen




Burlington




- 31 -









 





Camden




Cape May




Cumberland




Essex




Gloucester




Hudson




Hunterdon




Mercer




Middlesex




Monmouth




Morris




Ocean




Passaic




Salem




Somerset




Sussex




Union




Warren




NEW MEXICO




Bernalillo




Catron




Chaves




Cibola




Colfax




Curry




De Baca




Dona Ana




Eddy




Grant




Guadalupe




Harding




Hidalgo




Lea




Lincoln




Los Alamos




Luna




McKinley




Mora




Otero




Quay




Rio Arriba




Roosevelt




Sandoval




San Juan




San Miguel




Santa Fe




Sierra




Socorro




Taos




Torrance




Union




Valencia




- 32 -









 





NEVADA




Churchill




Clark




Douglas




Elko




Esmeralda




Eureka




Humboldt




Lander




Lincoln




Lyon




Mineral




Nye




Pershing




Storey




Washoe




White Pine




Carson City




NEW YORK




Albany




Allegany




Bronx




Broome




Cattaraugus




Cayuga




Chautauqua




Chemung




Chenango




Clinton




Columbia




Cortland




Delaware




Dutchess




Erie




Essex




Franklin




Fulton




Genesee




Greene




Hamilton




Herkimer




Jefferson




Kings




Lewis




Livingston




Madison




Monroe




Montgomery




Nassau




New York




Niagara




Oneida




Onondaga




Ontario




Orange




Orleans




Oswego




Otsego




Putnam




Queens




Rensselaer




Richmond




Rockland




St. Lawrence




- 33 -









 





Saratoga




Schenectady




Schoharie




Schuyler




Seneca




Steuben




Suffolk




Sullivan




Tioga




Tompkins




Ulster




Warren




Washington




Wayne




Westchester




Wyoming




Yates




OHIO




Adams




Allen




Ashland




Ashtabula




Athens




Auglaize




Belmont




Brown




Butler




Carroll




Champaign




Clark




Clermont




Clinton




Columbiana




Coshocton




Crawford




Cuyahoga




Darke




Defiance




Delaware




Erie




Fairfield




Fayette




Franklin




Fulton




Gallia




Geauga




Greene




Guernsey




Hamilton




Hancock




Hardin




Harrison




Henry




Highland




Hocking




Holmes




Huron




Jackson




Jefferson




Knox




- 34 -









 





Lake




Lawrence




Licking




Logan




Lorain




Lucas




Madison




Mahoning




Marion




Medina




Meigs




Mercer




Miami




Monroe




Montgomery




Morgan




Morrow




Muskingum




Noble




Ottawa




Paulding




Perry




Pickaway




Pike




Portage




Preble




Putnam




Richland




Ross




Sandusky




Scioto




Seneca




Shelby




Stark




Summit




Trumbull




Tuscarawas




Union




Van Wert




Vinton




Warren




Washington




Wayne




Williams




Wood




Wyandot




OKLAHOMA




Adair




Alfalfa




Atoka




Beaver




Beckham




Blaine




Bryan




Caddo




Canadian




Carter




Cherokee




Choctaw




Cimarron




Cleveland




Coal




- 35 -









 





Comanche




Cotton




Craig




Creek




Custer




Delaware




Dewey




Ellis




Garfield




Garvin




Grady




Grant




Greer




Harmon




Harper




Haskell




Hughes




Jackson




Jefferson




Johnston




Kay




Kingfisher




Kiowa




Latimer




Le Flore




Lincoln




Logan




Love




McClain




McCurtain




McIntosh




Major




Marshall




Mayes




Murray




Muskogee




Noble




Nowata




Okfuskee




Oklahoma




Okmulgee




Osage




Ottawa




Pawnee




Payne




Pittsburg




Pontotoc




Pottawatomie




Pushmataha




Roger Mills




Rogers




Seminole




Sequoyah




Stephens




Texas




Tillman




Tulsa




Wagoner




Washington




Washita




Woods




Woodward




- 36 -









 





OREGON




Baker




Benton




Clackamas




Clatsop




Columbia




Coos




Crook




Curry




Deschutes




Douglas




Gilliam




Grant




Harney




Hood River




Jackson




Jefferson




Josephine




Klamath




Lake




Lane




Lincoln




Linn




Malheur




Marion




Morrow




Multnomah




Polk




Sherman




Tillamook




Umatilla




Union




Wallowa




Wasco




Washington




Wheeler




Yamhill




PENNSYLVANIA




Adams




Allegheny




Armstrong




Beaver




Bedford




Berks




Blair




Bradford




Bucks




Butler




Cambria




Cameron




Carbon




Centre




Chester




Clarion




Clearfield




Clinton




Columbia




Crawford




Cumberland




Dauphin




Delaware




Elk




Erie




Fayette




Forest




- 37 -









 





Franklin




Fulton




Greene




Huntingdon




Indiana




Jefferson




Juniata




Lackawanna




Lancaster




Lawrence




Lebanon




Lehigh




Luzerne




Lycoming




McKean




Mercer




Mifflin




Monroe




Montgomery




Montour




Northampton




Northumberland




Perry




Philadelphia




Pike




Potter




Schuylkill




Snyder




Somerset




Sullivan




Susquehanna




Tioga




Union




Venango




Warren




Washington




Wayne




Westmoreland




Wyoming




York




RHODE ISLAND




Bristol




Kent




Newport




Providence




Washington




SOUTH CAROLINA




Abbeville




Aiken




Allendale




- 38 -









 





Anderson




Bamberg




Barnwell




Beaufort




Berkeley




Calhoun




Charleston




Cherokee




Chester




Chesterfield




Clarendon




Colleton




Darlington




Dillon




Dorchester




Edgefield




Fairfield




Florence




Georgetown




Greenville




Greenwood




Hampton




Horry




Jasper




Kershaw




Lancaster




Laurens




Lee




Lexington




McCormick




Marion




Marlboro




Newberry




Oconee




Orangeburg




Pickens




Richland




Saluda




Spartanburg




Sumter




Union




Williamsburg




York




SOUTH DAKOTA




Aurora




Beadle




Bennett




Bon Homme




Brookings




Brown




Brule




Buffalo




Butte




Campbell




Charles Mix




Clark




Clay




Codington




Corson




Custer




Davison




Day




- 39 -









 





Deuel




Dewey




Douglas




Edmunds




Fall River




Faulk




Grant




Gregory




Haakon




Hamlin




Hand




Hanson




Harding




Hughes




Hutchinson




Hyde




Jackson




Jerauld




Jones




Kingsbury




Lake




Lawrence




Lincoln




Lyman




McCook




McPherson




Marshall




Meade




Mellette




Miner




Minnehaha




Moody




Pennington




Perkins




Potter




Roberts




Sanborn




Shannon




Spink




Stanley




Sully




Todd




Tripp




Turner




Union




Walworth




Yankton




Ziebach




TENNESSEE




Anderson




Bedford




Benton




Bledsoe




Blount




Bradley




Campbell




Cannon




Carroll




Carter




Cheatham




Chester




Claiborne




Clay




Cocke




- 40 -









 





Coffee




Crockett




Cumberland




Davidson




Decatur




DeKalb




Dickson




Dyer




Fayette




Fentress




Franklin




Gibson




Giles




Grainger




Greene




Grundy




Hamblen




Hamilton




Hancock




Hardeman




Hardin




Hawkins




Haywood




Henderson




Henry




Hickman




Houston




Humphreys




Jackson




Jefferson




Johnson




Knox




Lake




Lauderdale




Lawrence




Lewis




Lincoln




Loudon




McMinn




McNairy




Macon




Madison




Marion




Marshall




Maury




Meigs




Monroe




Montgomery




Moore




Morgan




Obion




Overton




Perry




Pickett




Polk




Putnam




Rhea




Roane




Robertson




Rutherford




Scott




Sequatchie




Sevier




Shelby




Smith




Stewart




Sullivan




Sumner




Tipton




Trousdale




Unicoi




Union




Van Buren




Warren




Washington




- 41 -









 





Wayne




Weakley




White




Williamson




Wilson




TEXAS




Anderson




Andrews




Angelina




Aransas




Archer




Armstrong




Atascosa




Austin




Bailey




Bandera




Bastrop




Baylor




Bee




Bell




Bexar




Blanco




Borden




Bosque




Bowie




Brazoria




Brazos




Brewster




Briscoe




Brooks




Brown




Burleson




Burnet




Caldwell




Calhoun




Callahan




Cameron




Camp




Carson




Cass




Castro




Chambers




Cherokee




Childress




Clay




Cochran




Coke




Coleman




Collin




Collingsworth




Colorado




Comal




Comanche




Concho




Cooke




Coryell




Cottle




Crane




Crockett




Crosby




Culberson




Dallam




Dallas




- 42 -









 





Dawson




Deaf Smith




Delta




Denton




De Witt




Dickens




Dimmit




Donley




Duval




Eastland




Ector




Edwards




Ellis




El Paso




Erath




Falls




Fannin




Fayette




Fisher




Floyd




Foard




Fort Bend




Franklin




Freestone




Frio




Gaines




Galveston




Garza




Gillespie




Glasscock




Goliad




Gonzales




Gray




Grayson




Gregg




Grimes




Guadalupe




Hale




Hall




Hamilton




Hansford




Hardeman




Hardin




Harris




Harrison




Hartley




Haskell




Hays




Hemphill




Henderson




Hidalgo




Hill




Hockley




Hood




Hopkins




Houston




Howard




Hudspeth




Hunt




Hutchinson




Irion




Jack




Jackson




Jasper




Jeff Davis




Jefferson




Jim Hogg




Jim Wells




Johnson




Jones




Karnes




Kaufman




Kendall




Kenedy




Kent




- 43 -









 





Kerr




Kimble




King




Kinney




Kleberg




Knox




Lamar




Lamb




Lampasas




La Salle




Lavaca




Lee




Leon




Liberty




Limestone




Lipscomb




Live Oak




Llano




Loving




Lubbock




Lynn




McCulloch




McLennan




McMullen




Madison




Marion




Martin




Mason




Matagorda




Maverick




Medina




Menard




Midland




Milam




Mills




Mitchell




Montague




Montgomery




Moore




Morris




Motley




Nacogdoches




Navarro




Newton




Nolan




Nueces




Ochiltree




Oldham




Orange




Palo Pinto




Panola




Parker




Parmer




Pecos




Polk




Potter




Presidio




Rains




Randall




Reagan




Real




Red River




Reeves




Refugio




Roberts




Robertson




Rockwall




Runnels




Rusk




Sabine




San Augustine




San Jacinto




San Patricio




San Saba




Schleicher




- 44 -









 





Scurry




Shackelford




Shelby




Sherman




Smith




Somervell




Starr




Stephens




Sterling




Stonewall




Sutton




Swisher




Tarrant




Taylor




Terrell




Terry




Throckmorton




Titus




Tom Green




Travis




Trinity




Tyler




Upshur




Upton




Uvalde




Val Verde




Van Zandt




Victoria




Walker




Waller




Ward




Washington




Webb




Wharton




Wheeler




Wichita




Wilbarger




Willacy




Williamson




Wilson




Winkler




Wise




Wood




Yoakum




Young




Zapata




Zavala




UTAH




Beaver




Box Elder




Cache




Carbon




Daggett




Davis




Duchesne




Emery




Garfield




Grand




Iron




Juab




Kane




Millard




Morgan




- 45 -









 





Piute




Rich




Salt Lake




San Juan




Sanpete




Sevier




Summit




Tooele




Uintah




Utah




Wasatch




Washington




Wayne




Weber




VERMONT




Addison




Bennington




Caledonia




Chittenden




Essex




Franklin




Grand Isle




Lamoille




Orange




Orleans




Rutland




Washington




Windham




Windsor




VIRGINIA




Accomack




Albemarle




Alleghany




Amelia




Amherst




Appomattox




Arlington




Augusta




Bath




Bedford




Bland




Botetourt




Brunswick




Buchanan




Buckingham




Campbell




Caroline




Carroll




Charles City




Charlotte




Chesterfield




Clarke




Craig




Culpeper




Cumberland




Dickenson




Dinwiddie




- 46 -









 





Essex




Fairfax




Fauquier




Floyd




Fluvanna




Franklin




Frederick




Giles




Gloucester




Goochland




Grayson




Greene




Greensville




Halifax




Hanover




Henrico




Henry




Highland




Isle of Wight




James City




King and Queen




King George




King William





Lancaster




Lee




Loudoun




Louisa




Lunenburg




Madison




Mathews




Mecklenburg




Middlesex




Montgomery




Nelson




New Kent




Northampton




Northumberland




Nottoway




Orange




Page




Patrick




Pittsylvania




Powhatan




Prince Edward




Prince George




Prince William




Pulaski




Rappahannock




Richmond




Roanoke




Rockbridge




Rockingham




Russell




Scott




Shenandoah




Smyth




Southampton




Spotsylvania




Stafford




Surry




Sussex




Tazewell




Warren




Washington




Westmoreland




Wise




Wythe




York



Alexandria




Bedford




Bristol




- 47 -









 





Buena Vista




Charlottesville




Chesapeake




Clifton Forge




Colonial Heights




Covington




Danville




Emporia




Fairfax




Falls Church




Franklin




Fredericksburg




Galax




Hampton




Harrisonburg




Hopewell




Lexington




Lynchburg




Manassas




Manassas Park




Martinsville




Newport News




Norfolk




Norton




Petersburg




Poquoson




Portsmouth




Radford




Richmond




Roanoke




Salem




South Boston




Staunton




Suffolk




Virginia Beach




Waynesboro




Williamsburg




Winchester




WASHINGTON




Adams




Asotin




Benton




Chelan




Clallam




Clark




Columbia




Cowlitz




Douglas




Ferry




Franklin




Garfield




Grant




Grays Harbor




Island




Jefferson




King




Kitsap




Kittitas




Klickitat




Lewis




Lincoln




Mason




Okanogan




- 48 -









 





Pacific




Pend Oreille




Pierce




San Juan




Skagit




Skamania




Snohomish




Spokane




Stevens




Thurston




Wahkiakum




Walla Walla




Whatcom




Whitman




Yakima




WEST VIRGINIA




Barbour




Berkeley




Boone




Braxton




Brooke




Cabell




Calhoun




Clay




Doddridge




Fayette




Gilmer




Grant




Greenbrier




Hampshire




Hancock




Hardy




Harrison




Jackson




Jefferson




Kanawha




Lewis




Lincoln




Logan




McDowell




Marion




Marshall




Mason




Mercer




Mineral




Mingo




Monongalia




Monroe




Morgan




Nicholas




Ohio




Pendleton




Pleasants




Pocahontas




Preston




Putnam




Raleigh




Randolph




Ritchie




Roane




Summers




Taylor




Tucker




Tyler




- 49 -









 





Upshur




Wayne




Webster




Wetzel




Wirt




Wood




Wyoming




WISCONSIN




Adams




Ashland




Barron




Bayfield




Brown




Buffalo




Burnett




Calumet




Chippewa




Clark




Columbia




Crawford




Dane




Dodge




Door




Douglas




Dunn




Eau Claire




Florence




Fond du Lac




Forest




Grant




Green




Green Lake




Iowa




Iron




Jackson




Jefferson




Juneau




Kenosha




Kewaunee




La Crosse




Lafayette




Langlade




Lincoln




Manitowoc




Marathon




Marinette




Marquette




Menominee




Milwaukee




Monroe




Oconto




Oneida




Outagamie




Ozaukee




Pepin




Pierce




Polk




Portage




Price




Racine




Richland




Rock




- 50 -









 





Rusk




St. Croix




Sauk




Sawyer




Shawano




Sheboygan




Taylor




Trempealeau




Vernon




Vilas




Walworth




Washburn




Washington




Waukesha




Waupaca




Waushara




Winnebago




Wood




WYOMING




Albany




Big Horn




Campbell




Carbon




Converse




Crook




Fremont




Goshen




Hot Springs




Johnson




Laramie




Lincoln




Natrona




Niobrara




Park




Platte




Sheridan




Sublette




Sweetwater




Teton




Uinta




Washakie




Weston





- 51 -