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                                                                   EXHIBIT 4.2


                                                                EXECUTION COPY


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                          REGISTRATION RIGHTS AGREEMENT



                             DATED AS OF MAY 1, 2001


                                     BETWEEN


                               THE SHAW GROUP INC.

                                       AND

                              MERRILL LYNCH & CO.,
                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED




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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May
1, 2001 by and between The Shaw Group Inc., a Louisiana corporation ("the
Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, (the "Initial Purchaser") pursuant to the Purchase Agreement,
dated April 26, 2001 (the "Purchase Agreement"), between the Company and the
Initial Purchaser. In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.

         The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the LYONs (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the LYONs (each of the foregoing a
"Holder" and together the "Holders"), as follows:

         Section 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "Affiliate" With respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

         "Amendment Effectiveness Deadline Date" See Section 2(d) hereof.

         "Applicable Conversion Price" The Applicable Conversion Price as of any
date of determination means the Applicable Principal Amount per $1,000 principal
amount at maturity of LYONs as of such date of determination divided by the
Conversion Rate in effect as of such date of determination or, if no LYONs are
then outstanding, the Conversion Rate that would be in effect were LYONs then
outstanding.

         "Applicable Principal Amount" Applicable Principal Amount as of any
date of determination, with respect to each $1,000 principal amount at maturity
of LYONs means the sum of the initial issue price of such LYONs ($639.23) plus
accrued original issue discount with respect to such LYON through such date of
determination or, if no LYONs are then outstanding, such sum calculated as if
such LYONs were then outstanding.

         "Business Day" Each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

         "Common Stock" The shares of Common Stock, no par value, of the Company
and any other shares of common stock as may constitute "Common Stock" for
purposes of the Indenture, including the Underlying Common Stock.


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         "Conversion Rate" Conversion Rate shall have the meaning assigned such
term in the Indenture.

         "Damages Accrual Period" See Section 2(e) hereof.

         "Damages Payment Date" Each May 1 and November 1 in the case of LYONs
and the Underlying Common Stock.

         "Deferral Notice" See Section 3(i) hereof.

         "Deferral Period" See Section 3(i) hereof.

         "Effectiveness Deadline Date" See Section 2(a) hereof.

         "Effectiveness Period" The period commencing on the Issue Date and
ending upon the earlier of (1) two years from the Issue Date or (2) the date
that all Registrable Securities have ceased to be Registrable Securities.

         "Event" See Section 2(e) hereof.

         "Event Termination Date" See Section 2(e) hereof.

         "Event Date" See Section 2(e) hereof.

         "Exchange Act" The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "Filing Deadline Date" See Section 2(a) hereof.

         "Holder" See the second paragraph of this Agreement.

         "Indenture" The Indenture dated as of the date hereof between the
Company and United States Trust Company of New York, as trustee, pursuant to
which the LYONs are being issued.

         "Initial Purchaser" Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated.

         "Initial Shelf Registration Statement" See Section 2(a) hereof.

         "Issue Date" means Mat 1, 2001.

         "Liquidated Damages Amount" See Section 2(e) hereof.

         "Losses" See Section 6 hereof.


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         "LYONs" The Liquid Yield Option Notes due 2021 of the Company to be
purchased pursuant to the Purchase Agreement.

         "Material Event" See Section 3(i) hereof.

         "Notice and Questionnaire" A written notice delivered to the Company
containing substantially the information called for by the Selling Security
Holder Notice and Questionnaire attached as Appendix A to the Offering
Memorandum of the Company dated April 26, 2001 relating to the LYONs.

         "Notice Holder" On any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.

         "Prospectus" The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.

         "Purchase Agreement" See the first paragraph of this Agreement.

         "Record Holder" With respect to any Damages Payment Date relating to
any LYON or Underlying Common Stock as to which any Liquidated Damages Amount
has accrued, the registered holder of such LYON or Underlying Common Stock, as
the case may be, 15 days prior to the next succeeding Damages Payment Date.

         "Registrable Securities" The LYONs and the Underlying Common Stock,
until such securities have been converted or exchanged, and, at all times
subsequent to any such conversion or exchange, any securities into or for which
such securities have been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split or similar event until, in the
case of any such security, the earliest of (i) its effective registration under
the Securities Act and resale in accordance with the Registration Statement
covering it, (ii) expiration of the holding period that would be applicable
thereto under Rule 144(k) were it not held by an Affiliate of the Company, (iii)
its sale to the public pursuant to Rule 144 or (iv) the date such LYONs and
Underlying Common Stock cease to be outstanding.

         "Registration Expenses" See Section 5 hereof.

         "Registration Statement" Any registration statement of the Company that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.


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         "Restricted Securities" As this term is defined in Rule 144.

         "Rule 144" Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "Rule 144A" Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "SEC" The Securities and Exchange Commission.

         "Securities Act" The Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.

         "Shelf Registration Statement" See Section 2(a) hereof.

         "Subsequent Shelf Registration Statement" See Section 2(b) hereof.

         "TIA" The Trust Indenture Act of 1939, as amended.

         "Trustee" United States Trust Company of New York (or any successor
entity), the Trustee under the Indenture.

         "Underlying Common Stock" The Common Stock into which the LYONs are
convertible or issued upon any such conversion.

         Section 2. Shelf Registration.

         (a) The Company shall prepare and file or cause to be prepared and
filed with the SEC, as soon as practicable but in any event by the date (the
"Filing Deadline Date") ninety (90) days after the Issue Date, a Registration
Statement for an offering to be made on a delayed or continuous basis pursuant
to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering
the resale from time to time by Holders thereof of all of the Registrable
Securities (the "Initial Shelf Registration Statement"). The Initial Shelf
Registration Statement shall be on Form S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by such
Holders in accordance with the methods of distribution elected by the Holders
and set forth in the Initial Shelf Registration Statement; provided, that in no
event will such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the
Company. The Company shall use reasonable efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act as
promptly as is practicable but in any event by the date (the "Effectiveness
Deadline Date") that is one hundred and eighty (180) days after the Issue Date,
and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period. At the time the Initial Shelf
Registration Statement is declared effective, each Holder that became a Notice
Holder on or


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prior to the date 10 Business Days prior to such time of effectiveness shall be
named as a selling security holder in the Initial Shelf Registration Statement
and the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of Registrable Securities in accordance with
applicable law. None of the Company's security holders (other than the Holders
of Registrable Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.

         (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period, the Company shall use all reasonable efforts to obtain
the prompt withdrawal of any order suspending the effectiveness thereof, and in
any event shall within thirty (30) days of such cessation of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement covering all of the securities that as
of the date of such filing are Registrable Securities (a "Subsequent Shelf
Registration Statement"). If a Subsequent Shelf Registration Statement is filed,
the Company shall use all reasonable efforts to cause the Subsequent Shelf
Registration Statement to become effective as promptly as is practicable after
such filing and to keep such Registration Statement (or subsequent Shelf
Registration Statement) continuously effective until the end of the
Effectiveness Period.

         (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or, to the extent to which the Company does
not reasonably object, as reasonably requested by the Initial Purchaser or by
the Trustee on behalf of the registered Holders.

         (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i). Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as is practicable after the date a Notice and Questionnaire is
delivered, and in any event within five (5) Business Days after such date, (i)
if required by applicable law, file with the SEC a post-effective amendment to
the Shelf Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling security holder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable law
and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use reasonable efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is
practicable; (ii) provide such Holder copies of any documents filed pursuant to


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Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after
the effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(i), provided, further, that if under applicable law
the Company has more than one option as to the type or manner of making any such
filing, as set forth in an opinion of nationally-recognized counsel experienced
in such matters delivered by the Holder to the Company, it will make the
required filing or filings in the manner or of a type that is reasonably
expected to result in the earliest availability of the Prospectus for effecting
resales of Registrable Securities. Notwithstanding anything contained herein to
the contrary, the Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling security holder in any Registration
Statement or related Prospectus; provided, however, that any Holder that becomes
a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement
(whether or not such Holder was a Notice Holder at the time the Registration
Statement was declared effective) shall be named as a selling security holder in
the Registration Statement or related Prospectus in accordance with the
requirements of this Section 2(d).

         (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iii) are
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), the date on which the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted by Section 3(i) hereof in the case of
clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), termination of the Deferral Period that caused
the limit on the aggregate duration of Deferral Periods in a period set forth in
Section 3(i) to be exceeded in the case of the commencement of an Event of the
type described in clause (iii).

         Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as
liquidated damages and not as a penalty, an amount (the "Liquidated Damages
Amount"), payable on the Damages Payment Dates to Record Holders of then
outstanding LYONs that are Registrable Securities and of then outstanding shares
of Underlying Common Stock issued upon conversion of LYONs that are Registrable
Securities, as the case may be, accruing, for each portion of such Damages
Accrual Period beginning on and including a Damages Payment Date (or, in respect
of the first time that



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the Liquidation Damages Amount is to be paid to Holders on a Damages Payment
Date as a result of the occurrence of any particular Event, from the Event Date)
and ending on but excluding the first to occur of (A) the date of the end of the
Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum
equal to one-quarter of one percent (0.25%) for the first 90-day period from the
Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.50%) of the aggregate Applicable Principal Amount of such LYONs and the
aggregate Applicable Conversion Price of such shares of Underlying Common Stock,
as the case may be, in each case determined as of the Business Day immediately
preceding the next Damages Payment Date; provided, that any Liquidated Damages
Amount accrued with respect to any LYON or portion thereof called for redemption
on a redemption date or converted into Underlying Common Stock on a conversion
date prior to the Damages Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such LYON or portion thereof for redemption
or conversion on the applicable redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case of
conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Liquidated Damages Amounts
to the Holders of Registrable Securities pursuant to this Section, the accrual
of Liquidated Damages Amounts will cease (without in any way limiting the effect
of any subsequent Event requiring the payment of Liquidated Damages Amount by
the Company).

         The Trustee shall be entitled, on behalf of Holders of LYONs or
Underlying Common Stock, to seek any available remedy for the enforcement of
this Agreement, including for the payment of any Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole monetary damages
payable for a violation of the terms of this Agreement with respect to which
liquidated damages are expressly provided shall be such liquidated damages.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

         All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

          The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

         Section 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:


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         (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial Purchaser
copies of all such documents proposed to be filed and use reasonable efforts to
reflect in each such document when so filed with the SEC such comments as the
Initial Purchaser reasonably shall propose within three (3) Business Days of the
delivery of such copies to the Initial Purchaser.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use all reasonable efforts to comply with the provisions of the Securities
Act applicable to it with respect to the disposition of all securities covered
by such Registration Statement during the Effectiveness Period in accordance
with the intended methods of disposition by the sellers thereof set forth in
such Registration Statement as so amended or such Prospectus as so supplemented.

         (c) As promptly as practicable give notice to the Notice Holders and
the Initial Purchaser (i) when any Prospectus, Prospectus supplement,
Registration Statement or post-effective amendment to a Registration Statement
has been filed with the SEC and, with respect to a Registration Statement or any
post-effective amendment, when the same has been declared effective, (ii) of any
request, following the effectiveness of the Initial Shelf Registration Statement
under the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of any Registration Statement or the initiation or threatening
of any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the Company either
promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or
other appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company
that a post-effective amendment to a Registration Statement will be filed with
the SEC, which notice may, at the discretion of the Company (or as required
pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which
event the provisions of Section 3(i) shall apply.

         (d) Use all reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or



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exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction in which they have been qualified for sale, in either case at
the earliest possible moment.

         (e) If reasonably requested by the Initial Purchaser or any Notice
Holder, promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchaser or such Notice Holder shall, on the basis
of an opinion of nationally-recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment;
provided, that the Company shall not be required to take any actions under this
Section 3(e) that are not, in the reasonable opinion of counsel for the Company,
in compliance with applicable law.

         (f) Promptly as reasonably practicable furnish to each Notice Holder
and the Initial Purchaser, upon their request and without charge, at least one
(1) conformed copy of the Registration Statement and any amendment thereto,
including financial statements but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company by such Notice Holder or the Initial
Purchaser, as the case may be).

         (g) During the Effectiveness Period, deliver to each Notice Holder in
connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder may reasonably
request; and the Company hereby consents (except during such periods that a
Deferral Notice is outstanding and has not been revoked) to the use of such
Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

         (h) Prior to any public offering of the Registrable Securities pursuant
to the Shelf Registration Statement, use all reasonable efforts to register or
qualify or cooperate with the Notice Holders in connection with the registration
or qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Notice Holder reasonably
requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, use all reasonable efforts to keep
each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period in connection with such Notice Holder's offer
and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Registration
Statement and the related Prospectus; provided, that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject



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it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

         (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the discretion of the Company,
makes it appropriate to suspend the availability of the Shelf Registration
Statement and the related Prospectus, (i) in the case of clause (B) above,
subject to the next sentence, as promptly as practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use all reasonable efforts to cause it to be
declared effective as promptly as is reasonably practicable, and (ii) give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral
Notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Notice Holder's receipt of
copies of the supplemented or amended Prospectus provided for in clause (i)
above, or until it is advised in writing by the Company that the Prospectus may
be used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus. The
Company will use all reasonable efforts to ensure that the use of the Prospectus
may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as reasonably practicable
thereafter and (z) in the case of clause (C) above, as soon as, in the
discretion of the Company, such suspension is no longer appropriate. The period
during which the availability of the Registration Statement and any Prospectus
is suspended (the "Deferral Period") shall, without the Company incurring any
obligation to pay liquidated damages pursuant to Section 2(e), not exceed thirty
(30) days in any three (3) month period or ninety (90) days in any twelve (12)
month period.


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         (j) If reasonably requested in writing in connection with a disposition
of Registrable Securities pursuant to a Registration Statement, make reasonably
available for inspection during normal business hours by a representative for
the Notice Holders of such Registrable Securities and any broker-dealers,
attorneys and accountants retained by such Notice Holders, all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and cause the appropriate executive officers,
directors and designated employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours all relevant
information reasonably requested by such representative for the Notice Holders
or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar "due diligence"
examinations; provided, however, that such persons shall first agree in writing
with the Company that any information that is reasonably and in good faith
designated by the Company in writing as confidential at the time of delivery of
such information shall be kept confidential by such persons and shall be used
solely for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement; and
provided further, that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5.

         (k) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need
not be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 45 days after the end of any 12-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year) commencing
on the first day of the first fiscal quarter of the Company commencing after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

         (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may request in writing at least two Business
Days prior to any sale of such Registrable Securities.

         (m) Provide a CUSIP number for all Registrable Securities covered by
each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the LYONs and the transfer
agent for the Common Stock with printed certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust
Company.


                                       11
<PAGE>   13

         (n) Make a reasonable effort to provide such information as is required
for any filings required to be made with the National Association of Securities
Dealers, Inc.

         (o) Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce the
same, in each case by release to a nationally recognized business news wire
service.

         (p) Enter into such customary agreements and take all such other
reasonable necessary actions in connection therewith (including those reasonably
requested by the holders of a majority of the Registrable Securities being sold)
in order to expedite or facilitate disposition of such Registrable Securities;
and

         (q) Cause the Indenture to be qualified under the TIA not later than
the effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use all reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner.

         Section 4. Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments. Each Holder further agrees,
following termination of the Effectiveness Period, to notify the Company, within
10 business days of request, of the amount of Registrable Securities sold
pursuant to the Registration Statement and, in the absence of a response, the
Company may assume that all of the Holder's Registrable Securities were so sold.

         Section 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of


                                       12
<PAGE>   14

the Registrable Securities being sold pursuant to a Registration Statement may
designate), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), (iii) duplication expenses relating to
copies of any Registration Statement or Prospectus delivered to any Holders
hereunder, (iv) fees and disbursements of counsel for the Company in connection
with the Shelf Registration Statement, and (v) reasonable fees and disbursements
of the Trustee and its counsel and of the registrar and transfer agent for the
Common Stock. In addition, the Company shall bear or reimburse the Notice
Holders for the reasonable fees and disbursements of one firm of legal counsel
for the Holders, which shall, upon the written consent of the Initial Purchaser
(which shall not be unreasonably withheld), be a nationally recognized law firm
experienced in securities law matters designated by the Company. In addition,
the Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange on which similar securities of the Company are then listed
and the fees and expenses of any person, including special experts, retained by
the Company.

         Section 6. Indemnification; Contribution.

         (a) The Company agrees to indemnify and hold harmless the Initial
Purchaser and each holder of Registrable Securities and each person, if any, who
controls the Initial Purchaser or any holder of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), or the omission or
         alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading or arising out of any untrue statement
         or alleged untrue statement of a material fact included in any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto), or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii) subject to Section 6(c) below, against any and all
         expense whatsoever, as incurred (including the fees and disbursements
         of counsel), reasonably incurred in


                                       13
<PAGE>   15

         investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under (i) or
         (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Initial Purchaser or such holder of Registrable Securities (which shall also
acknowledge the indemnity provisions herein) and each person, if any, who
controls the Initial Purchaser or any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense (1) arising from an offer or sale
of Registrable Securities occurring during a Deferral Period, if Notice Holder
received a Deferral Notice, or (2) the Holder fails to deliver at or prior to
the written confirmation of sale, the most recent Prospectus, as amended or
supplemented, and such Prospectus, as amended or supplemented, would have
corrected such untrue statement or alleged untrue statement of a material fact.

         (b) In connection with any Shelf Registration in which a holder,
including, without limitation, the Initial Purchaser, of Registrable Securities
is participating, in furnishing information relating to such holder of
Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser and each person, if any, who controls the Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and the Company, and each person, if any, who controls the Company within
the meaning of either such Section, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such holder of
Registrable Securities (which also acknowledges the indemnity provisions herein)
and each person, if any, who controls any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         The Initial Purchaser agrees to indemnify and hold harmless the
Company, the holders of Registrable Securities, and each person, if any, who
controls the Company or any holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to



                                       14
<PAGE>   16

untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by the Initial Purchaser expressly for use in the Registration Statement
(or any amendment thereto) or such preliminary prospectus or the Prospectus (or
any amendment or supplement thereto).

         (c) Each indemnified party shall give notice as promptly as reasonably
         practicable to each indemnifying party of any action commenced against
         it in respect of which indemnity may be sought hereunder, but failure
         to so notify an indemnifying party shall not relieve such indemnifying
         party from any liability hereunder to the extent it is not materially
         prejudiced as a result thereof and in any event shall not relieve it
         from any liability which it may have otherwise than on account of this
         indemnity agreement. The indemnifying party, upon request of the
         indemnified party, shall retain counsel reasonably satisfactory to the
         indemnified party to represent the indemnified party and any others the
         indemnifying party may designate in such proceeding and shall pay the
         fees and disbursements of such counsel related to such proceeding. In
         any such proceeding, any indemnified party shall have the right to
         retain its own counsel, but the fees and expenses of such counsel shall
         be at the expense of such indemnified party unless (i) the indemnifying
         party and the indemnified party shall have mutually agreed to the
         retention of such counsel or (ii) the named parties to any such
         proceeding (including any impleaded parties) include both the
         indemnifying party and the indemnified party and representation of both
         parties by the same counsel would be inappropriate due to actual or
         potential differing interests between them. It is understood that the
         indemnifying party shall not, in respect of the legal expenses of any
         indemnified party in connection with any proceeding or related
         proceedings in the same jurisdiction, be liable for (a) the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for the Initial Purchaser, Holders of Registrable Securities,
         and all persons, if any, who control the Initial Purchaser and Holders
         of Registrable Securities within the meaning of either Section 15 of
         the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses
         of more than one separate firm (in addition to any local counsel) for
         the Company, its directors, and each person, if any, who controls the
         Company within the meaning of either such Section, and that all such
         fees and expenses shall be reimbursed as they are incurred. In the case
         of any such separate firm for the Initial Purchaser, Holders of
         Registrable Securities, and control persons of the Initial Purchaser
         and Holders of Registrable Securities, such firm shall be designated in
         writing by the Initial Purchaser. In the case of any such separate firm
         for the Company, and such directors, officers and control persons of
         the Company, such firm shall be designated in writing by the Company.
         The indemnifying party shall not be liable for any settlement of any
         proceeding effected without its written consent, but if settled with
         such consent or if there be a final judgment for the plaintiff, the
         indemnifying party agrees to indemnify the indemnified party from and
         against any loss or liability by reason of such settlement or judgment.
         No indemnifying party shall, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry of
         any judgment with respect to any litigation, or any investigation or
         proceeding by any governmental agency



                                       15
<PAGE>   17

         or body, commenced or threatened, or any claim whatsoever in respect of
         which indemnification or contribution could be sought under this
         Section 6 hereof (whether or not the indemnified parties are actual or
         potential parties thereto), unless such settlement, compromise or
         consent (i) includes an unconditional release of each indemnified party
         from all liability arising out of such litigation, investigation,
         proceeding or claim and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

         (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.

         (e) If the indemnification provided for in this Section 6 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

         The relative fault of the Company on the one hand and the holders of
the Registrable Securities or the Initial Purchaser on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
holder of the Registrable Securities or the Initial Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.



                                       16
<PAGE>   18


         Notwithstanding the provisions of this Section 6, neither the holder of
any Registrable Securities nor the Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such holder of Registrable
Securities or unwritten by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any
damages that such holder of Registrable Securities or the Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 6(e), each person, if any, who controls
the Initial Purchaser or any holder of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such holder, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.

         Section 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder of Registrable Securities and take such further reasonable action as any
Holder of Registrable Securities may reasonably request in writing (including,
without limitation, making such reasonable representations as any such Holder
may reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 and
Rule 144A under the Securities Act and customarily taken in connection with
sales pursuant to such exemptions. Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Company's most recent report required
to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities under any section of the
Exchange Act.

         Section 8. Miscellaneous.

         (a) No Conflicting Agreements. The Company is not, as of the date
         hereof, a party to, nor shall it, on or after the date of this
         Agreement, enter into, any agreement with respect to its securities
         that conflicts with the rights granted to the Holders of Registrable
         Securities in this Agreement. The Company represents and warrants that
         the rights granted to the Holders of Registrable Securities hereunder
         do not in any way conflict with the rights granted to the holders of
         the Company's securities under any other agreements.


                                       17
<PAGE>   19


         (b) Amendments and Waivers. The provisions of this Agreement, including
         the provisions of this sentence, may not be amended, modified or
         supplemented, and waivers or consents to departures from the provisions
         hereof may not be given, unless the Company has obtained the written
         consent of Holders of a majority of the then outstanding Underlying
         Common Stock constituting Registrable Securities (with Holders of LYONs
         deemed to be the Holders, for purposes of this Section, of the number
         of outstanding shares of Underlying Common Stock into which such LYONs
         are or would be convertible or exchangeable as of the date on which
         such consent is requested). Notwithstanding the foregoing, a waiver or
         consent to depart from the provisions hereof with respect to a matter
         that relates exclusively to the rights of Holders of Registrable
         Securities whose securities are being sold pursuant to a Registration
         Statement and that does not directly or indirectly affect the rights of
         other Holders of Registrable Securities may be given by Holders of at
         least a majority of the Registrable Securities being sold by such
         Holders pursuant to such Registration Statement; provided, that the
         provisions of this sentence may not be amended, modified, or
         supplemented except in accordance with the provisions of the
         immediately preceding sentence. Each Holder of Registrable Securities
         outstanding at the time of any such amendment, modification,
         supplement, waiver or consent or thereafter shall be bound by any such
         amendment, modification, supplement, waiver or consent effected
         pursuant to this Section 8(b), whether or not any notice, writing or
         marking indicating such amendment, modification, supplement, waiver or
         consent appears on the Registrable Securities or is delivered to such
         Holder.

         (c) Notices. All notices and other communications provided for or
         permitted hereunder shall be made in writing by hand delivery, by
         telecopier, by courier guaranteeing overnight delivery or by
         first-class mail, return receipt requested, and shall be deemed given
         (i) when made, if made by hand delivery, (ii) upon confirmation, if
         made by telecopier, (iii) one (1) Business Day after being deposited
         with such courier, if made by overnight courier or (iv) on the date
         indicated on the notice of receipt, if made by first-class mail, to the
         parties as follows:

         o        if to a Holder of Registrable Securities that is not a Notice
                  Holder, at the address for such Holder then appearing in the
                  Registrar (as defined in the Indenture);

         o        if to a Notice Holder, at the most current address given by
                  such Holder to the Company in a Notice and Questionnaire or
                  any amendment thereto;

         o        if to the Company, to:

                  The Shaw Group Inc.
                  8545 United Plaza Boulevard
                  Baton Rouge, Louisiana  70809
                  Attention: Gary P. Graphia
                  Telecopy No.: (225) 932-2642

         and


                                       18
<PAGE>   20

         o        if to the Initial Purchaser, to:

                  Merrill Lynch & Co., Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated
                  World Financial Center
                  North Tower
                  250 Vesey Street
                  New York, New York 10080
                  Attention: Syndicate Department
                  Telecopy No.: (212) 449-1000

         or to such other address as such person may have furnished to the other
         persons identified in this Section 8(c) in writing in accordance
         herewith.

         (d) Approval of Holders. Whenever the consent or approval of Holders of
         a specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company or its affiliates (as such
         term is defined in Rule 405 under the Securities Act) (other than the
         Initial Purchaser or subsequent Holders of Registrable Securities if
         such subsequent Holders are deemed to be such affiliates solely by
         reason of their holdings of such Registrable Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage.

         (e) Successors and Assigns. Any person who purchases any Registrable
         Securities from the Initial Purchaser shall be deemed, for purposes of
         this Agreement, to be an assignee of the Initial Purchaser. This
         Agreement shall inure to the benefit of and be binding upon the
         successors and assigns of each of the parties and shall inure to the
         benefit of and be binding upon each Holder of any Registrable
         Securities.

         (f) Counterparts. This Agreement may be executed in any number of
         counterparts and by the parties hereto in separate counterparts, each
         of which when so executed shall be deemed to be original and all of
         which taken together shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
         reference only and shall not limit or otherwise affect the meaning
         hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (i) Severability. If any term, provision, covenant or restriction of
         this Agreement is held to be invalid, illegal, void or unenforceable,
         the remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated thereby, and the parties hereto
         shall use their best efforts to find and employ an alternative means to
         achieve the same or substantially



                                       19
<PAGE>   21

         the same result as that contemplated by such term, provision, covenant
         or restriction, it being intended that all of the rights and privileges
         of the parties shall be enforceable to the fullest extent permitted by
         law.

         (j) Entire Agreement. This Agreement is intended by the parties as a
         final expression of their agreement and is intended to be a complete
         and exclusive statement of the agreement and understanding of the
         parties hereto in respect of the subject matter contained herein and
         the registration rights granted by the Company with respect to the
         Registrable Securities. Except as provided in the Purchase Agreement,
         there are no restrictions, promises, warranties or undertakings, other
         than those set forth or referred to herein, with respect to the
         registration rights granted by the Company with respect to the
         Registrable Securities. This Agreement supersedes all prior agreements
         and undertakings among the parties with respect to such registration
         rights.

         (k) Termination. This Agreement and the obligations of the parties
         hereunder shall terminate upon the end of the Effectiveness Period,
         except for any liabilities or obligations under Sections 4, 5 or 6
         hereof and the obligations to make payments of and provide for
         liquidated damages under Section 2(e) hereof to the extent such damages
         accrue prior to the end of the Effectiveness Period, each of which
         shall remain in effect in accordance with its terms.



                                       20
<PAGE>   22





         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                        THE SHAW GROUP INC.


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


Accepted as of the date first above written:

MERRILL LYNCH & CO.
     MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


      By:
          -------------------------------------------
      Name:
           ------------------------------------------
      Title:
             ----------------------------------------



                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE