<PAGE>   1


                                                                    EXHIBIT 10.7


                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("Agreement") is entered into effective as of
May 5, 2000 by and between The Shaw Group Inc., a Louisiana corporation
(collectively with the affiliates and subsidiaries hereinafter referred to as
"Company"), and Richard F. Gill ("Employee").

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

         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 employs Employee, and Employee hereby
accepts 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 (2) years commencing on the date hereof, and shall be automatically
renewed on each day following the date hereof so that on any given day the
unexpired portion of the Term of this Agreement shall be two (2) years.
Notwithstanding the foregoing provision, at any time after the date



                                  Page 1 of 22
<PAGE>   2


hereof the Company or Employee may give written notice to the other party that
the Term of this Agreement shall not be further renewed from and after a
subsequent date specified in such notice (the "fixed term date"), in which event
the Term of this Agreement shall become fixed and this Agreement shall terminate
on the third anniversary of the fixed term date.

         3. Employee's Duties. During the Term of this Agreement, Employee shall
serve as the Executive Vice President & Chief Operating Officer of the Company,
with such duties and responsibilities as may from time to time be assigned to
him by the board of directors of the Company (the "Board"), provided that such
duties are consistent with the customary duties of such position.

         Employee agrees to devote his 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 his duties and
responsibilities. Employee shall not, either directly or indirectly, enter into
any business or employment with or for any person, firm, association or
corporation other than the Company during the Term of this Agreement; 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. Employee shall at all times observe and comply with all
lawful directions and instructions of the Board.

         4. Base Compensation. For services rendered by Employee under this
Agreement, the Company shall pay to Employee a base salary ("Base



                                  Page 2 of 22
<PAGE>   3


Compensation") of $415,000.00 per annum payable in accordance with the Company's
customary pay periods and subject to customary withholdings. The amount of Base
Compensation shall be reviewed by the Board on an annual 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". Employee's Base Compensation, as increased from time to time, may
not thereafter 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 of this Agreement.

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

                           (a) Expenses. The Company shall, in accordance with
                  any rules and policies that it may establish from time to time
                  for executive officers, reimburse Employee for business
                  expenses reasonably incurred in the performance of his 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.
                  Request for reimbursement for such expenses must be
                  accompanied by appropriate documentation.



                                  Page 3 of 22
<PAGE>   4


                           (b) Automobile Allowance. Employee shall be entitled
                  to receive a monthly automobile allowance of $850.00 (Eight
                  Hundred Fifty Dollars and 00/100) payable on the first of each
                  month during the Term, which will fully reimburse Employee for
                  the cost of leasing or purchasing, and the insurance,
                  therefor, of an automobile for Employee's business use. The
                  Company may increase as the Board deems appropriate. Employee
                  shall purchase and maintain automobile insurance covering the
                  automobile with such limits as may be required by the Company
                  from time to time. In addition to the foregoing, the Company
                  shall reimburse Employee for gasoline expenditures related to
                  use of such vehicle, provided the requests for reimbursement
                  are accompanied by appropriate documentation.

                           (c) Vacation. Employee shall be entitled to four (4)
                  weeks of vacation per year, without any loss of compensation
                  or benefits. Employee shall be entitled to carry forward any
                  unused vacation time.

                           (d) 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
                  but not limited to, health, dental, disability, 401K and life
                  insurance plans, subject to the eligibility requirements with
                  respect to each of such benefit plans or programs, and such
                  other benefits or



                                  Page 4 of 22
<PAGE>   5


                  perquisites as may be approved by the Board during the Term of
                  this Agreement. Nothing in this paragraph shall be deemed to
                  prohibit the Company from making any changes in any of the
                  plans, programs or benefits described in this Section 5,
                  provided the change similarly affects all executive officers
                  of the Company similarly situated.

                           (e) Options. Upon the resignation for Good Reason as
                  defined in Section 7 (e), discharge as defined in Section 7
                  (c) (i), or disability as defined in Section 7 (d), Employee
                  shall be considered as immediately and totally vested in any
                  and all stock options or other similar awards previously made
                  to Employee by the Company or its subsidiaries under a "Long
                  Term Incentive Plan" duly adopted by the Board (such options
                  or similar awards are hereinafter collectively referred to as
                  "Options"). In the event that the Options become vested under
                  this paragraph, employee will be allowed not less than one
                  year from the date of such vesting in which to exercise such
                  options.

         6. Confidential Information. Employee, during the Term, may have access
to and become familiar with confidential information, secrets and proprietary
information concerning the business and affairs of the Company. As to such
confidential information, Employee agrees as follows:

                           (a) During the employment of Employee with the
                  Company and thereafter Employee will not, either directly or



                                  Page 5 of 22
<PAGE>   6


                  indirectly, disclose to any third party without the written
                  permission of the Company, nor use in any way (except as
                  required in the course of his employment with the Company) any
                  confidential information, secret or proprietary information of
                  the Company. In the event of a breach or threatened breach of
                  the provisions of this Section 6 (a), 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.

                           (b) 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 which contain any confidential, secret
                  or proprietary information of the Company.

         7. Termination This Agreement may be terminated prior to the end of its
Term as set forth below:

                           (a) Resignation (other than for Good Reason).
                  Employee may resign, including by reason of retirement, his
                  position at any time by providing written notice of
                  resignation to the Company in accordance with Section 11
                  hereof. In the event of such resignation, except in the case
                  of resignation for Good Reason (as defined below), this
                  Agreement shall terminate and Employee shall



                                  Page 6 of 22
<PAGE>   7


                  not be entitled to further compensation pursuant to this
                  Agreement other than the payment of any unpaid Base
                  Compensation accrued hereunder as of the date of Employee's
                  resignation.

                           (b) Death. If Employee's employment is terminated due
                  to his death, one (1) year of Employee's Base Compensation
                  shall be paid by the Company in lump sum in cash within thirty
                  (30) days after Employee's death to Employee's surviving
                  spouse or estate, and one (1) year of paid group health and
                  dental insurance benefits shall be provided by the Company to
                  Employee's surviving spouse and the minor children, and after
                  said payments and provision of insurance benefits, this
                  Agreement shall terminate and the Company shall have no
                  obligations to Employee or his legal representatives with
                  respect to this Agreement other than the payment of any unpaid
                  Base Compensation previously accrued hereunder.

                           (c) Discharge.

                                    (i) The Company may terminate Employee's
                           employment for any reason at any time upon written
                           notice thereof delivered to Employee in accordance
                           with Section 11 hereof. In the event that Employee's
                           employment is terminated during the Term by the
                           Company for any reason other than his Misconduct or
                           Disability (both as defined



                                  Page 7 of 22
<PAGE>   8


                           below), then (A) the Company shall pay in lump sum in
                           cash to Employee, within fifteen (15) days following
                           the date of termination, an amount equal to the
                           product of (i) Employee's Base Compensation as in
                           effect immediately prior to Employee's termination,
                           multiplied by (ii) the Remaining Term, (B) for the
                           Remaining Term, the Company, at its cost, shall
                           provide or arrange to provide Employee (and, as
                           applicable, Employee's dependents) with disability,
                           accident and group health insurance benefits
                           substantially similar to those which Employee (and
                           Employee's dependents) were receiving immediately
                           prior to Employee's termination; however, the welfare
                           benefits otherwise receivable by Employee pursuant to
                           this clause (B) 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, (C) in addition to the
                           aforementioned compensation and benefits, the Company
                           shall pay in lump sum in cash to Employee within
                           fifteen (15) days following the date of termination
                           an amount equal to the product of (i) Employee's
                           highest bonus paid by the Company during the



                                  Page 8 of 22
<PAGE>   9


                           most recent two (2) years immediately prior to the
                           Date of Termination, multiplied by (ii) the Remaining
                           Term, and (D) Employee shall be considered as
                           immediately and totally vested in any and all Options
                           previously made to Employee by Company or its
                           subsidiaries.

                                    (ii) Notwithstanding the foregoing
                           provisions of this Section 7, in the event 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
                           Date of Termination. As used herein, "Misconduct"
                           means (a) the continued failure by Employee to
                           substantially perform his duties with the Company
                           (other than any such failure resulting from
                           Employee's incapacity due to physical or mental
                           illness or any such actual or anticipated failure
                           after the issuance of a Notice of Termination by
                           Employee for Good Reason), after a written demand for
                           substantial performance is delivered to Employee by
                           the Board, which demand specifically identifies the
                           manner in which the Board believes that Employee has
                           not substantially performed his duties, (b)
                           the-engaging by Employee in conduct which is
                           demonstrably and materially injurious to the Company,
                           monetarily or otherwise (other



                                  Page 9 of 22
<PAGE>   10


                           than such conduct resulting from Employee's
                           incapacity due to physical or mental illness or any
                           such actual or anticipated conduct after the issuance
                           of a Notice of Termination by Employee for Good
                           Reason), or (c) Employee's conviction for the
                           commission of a felony. Anything contained in this
                           Agreement to the contrary notwithstanding, the Chief
                           Executive officer of the Company shall have the sole
                           power and authority to terminate the employment of
                           Employee on behalf of the Company.

                           (d) Disability. If Employee shall have been absent
                  from the full-time performance of Employee's duties with the
                  Company for ninety (90) consecutive calendar days as a result
                  of Employee's incapacity due to physical or mental illness,
                  Employee's employment may be terminated by the Company for
                  "Disability" and 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 twelve (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 group health and dental insurance benefits for
                  Employee and his dependents for up to twelve (12) month period
                  beginning with Date of Termination; and



                                  Page 10 of 22
<PAGE>   11


                  (3) be considered as immediately and totally vested in any and
                  all options previously granted to Employee by Company or its
                  subsidiaries.

                           (e) Resignation for Good Reason. Employee shall be
                  entitled to terminate his employment for Good Reason as
                  defined herein. If Employee terminates his employment for Good
                  Reason he shall be entitled to the compensation and benefits
                  provided in Paragraph 7 (c) (i) hereof. "Good Reason" shall
                  mean the occurrence of any of the following circumstances
                  without Employee's express written consent unless such breach
                  or circumstances are fully corrected prior to the Date of
                  Termination specified in the Notice of Termination given in
                  respect hereof:

                                    (1) the material breach of any of the
                           Company's obligations under this Agreement without
                           Employee's express written consent,

                                    (2) the continued assignment to Employee of
                           any duties inconsistent with the office of Executive
                           Vice President and Chief Operating Officer;

                                    (3) the failure by the Company to pay to
                           Employee any portion of Employee's compensation on
                           the date such compensation is due;

                                    (4) the failure by the Company to continue
                           to provide Employee with benefits substantially
                           similar to those enjoyed



                                  Page 11 of 22
<PAGE>   12


                           by other executive officers who have entered into
                           similar employment agreements with Employer under any
                           of the Company's medical, health, accident, and/or
                           disability plans in which Employee was participating
                           immediately prior to such time; or

                                    (5) the failure of the Company to obtain a
                           satisfactory agreement from any successor to assume
                           and agree to perform this Agreement, as contemplated
                           in Section 13 hereof.

                           In addition, the occurrence of any Corporate Change
                  (as defined below), shall constitute "Good Reason" hereunder,
                  but only if Employee gives notice of his intent to terminates
                  his employment within ninety (90) days following the effective
                  date of such Corporate Change.

                           A "Corporate Change" shall occur if (i) the Company
                  shall not be the surviving entity in any merger or
                  consolidation (or survives only as a subsidiary of another
                  entity), (ii) the Company sells all or substantially all of
                  its assets to any other person or entity (other than a
                  wholly-owned subsidiary), (iii) the Company is to be dissolved
                  and liquidated, (iv) when 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 Sections 13 (d) and 14
                  (d) thereof, including a "group" as defined in Section 13 (d)
                  of the



                                  Page 12 of 22
<PAGE>   13


                           Exchange Act but excluding any 10% or larger
                           shareholder of record of the Company as of January
                           10, 2000, directly or indirectly, becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act, as amended from time to time), of
                           securities of the Company representing 20% or more of
                           the combined voting power of the Company's then
                           outstanding securities which are entitled to vote
                           with respect to the election of the directors of the
                           Company; or (v) as a result of or in connection with
                           a contested election the members of the Board as of
                           the date of this Agreement shall cease to constitute
                           a majority of the Board. "Contested" as used herein
                           shall not include election by a majority of the
                           current Board.

                                    (f) Notice of Termination. Any purported
                           termination of Employee's employment by the Company
                           under Sections 7(c)(ii) or 7(d), or by Employee under
                           Section 7(e), shall be communicated by written Notice
                           of Termination to the other party hereto in
                           accordance with Section 11 hereof. For purposes of
                           this Agreement, a "Notice of Termination" shall mean
                           a notice which, if by the Company and is for
                           Misconduct or Disability, shall set forth in
                           reasonable detail the reason for such termination of
                           Employee's employment, or in the case of resignation
                           by Employee for Good Reason, said notice must specify
                           in reasonable detail the basis for such resignation.
                           A Notice of Termination given by Employee



                                  Page 13 of 22
<PAGE>   14


                           pursuant to Section 7(e) 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 which
                           is not effected pursuant to this Section 7(f) shall
                           not be effective.

                                    (g) Date of Termination, Etc. "Date of
                           Termination" shall mean the date specified in the
                           Notice of Termination, provided that the Date of
                           Termination shall be at least 15 days following the
                           date the Notice of Termination is given.
                           Notwithstanding the foregoing, in the event 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 his personal
                           belongings under the Company's supervision) prior to
                           the Date of Termination.

                                    (h) 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 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 Sections 7(c)(i) or 7(e).



                                  Page 14 of 22
<PAGE>   15


                                    (i) 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-Compete.

         8.1 No Other Activities. Employer agrees that during the term of this
Agreement, he shall not, directly or indirectly, represent or otherwise engage
in or participate in, the business or ventures of any person, firm, partnership,
association, or corporation other than the Company, without first obtaining the
written consent of the Company. Employee further agrees that during the term of
this Agreement, he shall not, directly or indirectly, solicit or attempt to
solicit any products or agreements for the purpose of using the products or
agreements in the formation of a business outside of the Company, regardless of
whether any such products or the subject of such agreements are then being
handled by the Company.



                                  Page 15 of 22
<PAGE>   16


         8.2 Non-Disclosure. Employee further agrees that he will not, during or
after the term of his employment, disclose to any person, firm, partnership,
association, or corporation, the names and addresses of any past or present
customers, or prospective customers, of the Company, any of their methods or
practices of obtaining business, their trade secrets, consultant contracts and
the details thereof, their pricing policies, their operational methods, their
marketing plans or strategies, their business acquisition plans and all other
information pertaining to the business of the Company that is not publicly
available. Employee agrees to keep all information gained as a result of his
relationship with the Company on a confidential basis and shall not disclose
that information to anyone not authorized by the Company to receive information.
If Employee should cease, either voluntarily or involuntarily, to be an employee
of the Company, he hereby expressly agrees that, for a period of two (2) years
following termination of his employment, he shall not assist any competitor or
prospective competitor located in the territories serviced by the Company (as
set forth in Attachment 1 or otherwise) during his employment in any way
detrimental to the Company through the use of any information gained as a result
of his employment with the Company. Employee agrees that all computer programs,
print-outs, customer lists, methods, forms, systems and procedures used by the
Company constitute the exclusive property and will remain the exclusive property
of the Company and agrees that he will not disclose any of these matters without
the prior written permission of the Company.



                                  Page 16 of 22
<PAGE>   17


         8.3 Non-Solicitation, etc. In further consideration of the other terms
and provisions of this Agreement, and to protect the vital interests of the
Company, upon termination of his employment for any reason, for a period of two
(2) years after the termination of his employment, Employee agrees and binds
himself that he shall not, directly or indirectly, or as a member, shareholder,
officer, director, consultant or employee of any other person or entity, compete
with the Company or own, manage, operate, join, control or participate in the
ownership, management, operation, or control of, or become employed by, consult
or advise, or be connected in any manner with any business or activity which is
in actual, direct or indirect competition or anticipated competition with the
Company, within those counties, parishes, municipalities or other places listed
in Attachment 1 annexed hereto and made a part hereof, so long as the Company,
or carries on the business presently conducted by the Company, being the supply
of industrial piping systems for new construction and retrofit projects, which
includes design and engineering services, piping system fabrication,
manufacturing and sale of specialty pipe fittings, design and fabrication of
pipe support systems and industrial and commercial construction and maintenance.
Not by way of limitation or exclusion, Employee shall not, within the aforesaid
locations and during the aforesaid time period, call upon, solicit, advise or
otherwise do, or attempt to do, business with any customers or distributors of
the Company, with whom the Company had any dealings during the period of
Employee's employment hereunder or take away or interfere or attempt to
interfere with any custom,



                                  Page 17 of 22
<PAGE>   18


trade, business or patronage of the Company, or interfere with or attempt to
interfere with any officers, employees, distributors, representatives or agents
of the Company, or employ or induce or attempt to induce any of them to leave
the employ of the Company or violate the terms of their contracts, or any
employment arrangements, with the Company. Employee acknowledges and agrees that
any breach of the foregoing covenant not to compete would cause irreparable
injury to the Company and that the amount of injury would be impossible or
difficult to fully ascertain. Employee agrees that the Company shall, therefore,
be entitled to obtain an injunction restraining any violation, further violation
or threatened violation of the covenant not to compete hereinabove set forth, in
addition to any other remedies that the Company may pursue.

         8.4 Duration. If the two (2) year period referred to in any of this
Article 8 shall be finally determined by a court to exceed the maximum period
which is permissible by applicable law, the said period shall be reduced to the
maximum period permitted by such law.

         9. 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 or any of its
affiliated companies and for which Employee may qualify, nor shall anything
herein limit or otherwise adversely affect such rights as Employee may have
under any Options with the Company or any of its affiliated companies.



                                  Page 18 of 22
<PAGE>   19


         10. Assignability. The obligations of Employee hereunder are personal
and may not be assigned or delegated by him 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
organization or company of the Company, so long as the obligations of the
Company under this Agreement remain the obligations of the Company.

         11. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
Company at its principal office address, directed to the attention of the Board
with a copy to the Secretary of the Company, and 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.

         12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13. Successors; Binding Agreement.

                  (a) The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise)



                                  Page 19 of 22
<PAGE>   20


         to all or substantially all of the business and/or 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 be a breach of this Agreement and shall entitle
         Employee to compensation from the Company in the same amount and on the
         same terms as he would be entitled to hereunder if he terminated his
         employment for Good Reason, except 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 herein, the term
         "Company" shall include any successor to its business and/or assets as
         aforesaid which executes and delivers the Agreement provided for in
         this Section 13 or which 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. if Employee should die while any
         amounts would be payable to him hereunder if he had continued to live,
         all such amounts, unless otherwise



                                  Page 20 of 22
<PAGE>   21


         provided herein, shall be paid in accordance with the terms of this
         Agreement to Employee's devisee, legatee, or other designee or, if
         there be no such designee, to Employee's estate.

         14. Miscellaneous. 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. No waiver by either party hereto at any time of any
breach by the other party hereto 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. 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. THE
VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.

         15. 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.

         16. Arbitration. Either party may elect that any dispute or controversy
arising under or in connection with this Agreement be settled by arbitration in
Baton Rouge, Louisiana in accordance with the rules of the American



                                  Page 21 of 22
<PAGE>   22


Arbitration Association then in effect. If the parties cannot mutually agree on
an arbitrator, then the arbitration shall be conducted by a three arbitrator
panel, with each party selecting one arbitrator and the two arbitrators so
selected selecting a third arbitrator. The findings of the arbitrator(s) shall
be final and binding, and judgment may be entered thereon in any court having
Jurisdiction. The findings of the arbitrator(s) shall not be subject to appeal
to any court, except as otherwise provided by applicable law. The arbitrator(s)
may, in his or her (or their) own discretion, award legal fees and costs to the
prevailing party.

         IN WITNESS WHEREOF, the parties have executed this Agreement on May 5,
2000 effective for all purposes as provided above.

                                    THE SHAW GROUP INC.

                                    By
                                    Name: /s/Gary P. Graphia
                                          ------------------

EMPLOYEE:

Name: /S/Richard F. Gill
      ------------------
      Richard F. Gill
      Executive Vice President and
      Chief Operating Officer




                                 Page 22 of 22