exv10w64



 





Exhibit 10.64




EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is entered into effective
as of July 3, 2007 (the “Effective Date”), by and between The Shaw
Group Inc., a Louisiana corporation (collectively with its affiliates and
subsidiaries hereinafter referred to as, the “Company”), and Roy
Montgomery Glover (“Employee”). The Company and Employee shall hereinafter be
referred to collectively as the “Parties”.



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



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



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



     2. Term of Employment. Subject to the provisions for earlier
termination provided in this Agreement, the term of this Agreement (the
“Term”) shall be two (2) years commencing on the Effective Date and
shall be automatically renewed on each day following the Effective Date so that
on any given day the unexpired portion of the Term of this Agreement shall be
two (2)



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years. Notwithstanding the foregoing provision, at any time after the Effective
Date, the Company or Employee may give written notice to the other Party that the
Term shall not be further renewed from and after a subsequent date specified in
such notice (the “fixed term date”), in which event the Term shall become
fixed, and this Agreement shall terminate on the second anniversary of such fixed
term date.




     3. Employee’s Duties.



          (a) During the Term, Employee shall serve as the President of the Fossil Group
of the Power Division of the Company, or such other similar position as the Parties
may mutually agree, 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”)
or the Chief Executive Officer of the Company, provided that such duties are
consistent with the customary duties of such position(s).




          (b) 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 (defined below) other than the Company during the
Term; provided, however, that Employee shall not be prohibited from
making financial investments in any other company or
business or from serving on the board of directors of any other company,





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subject in each case to the provisions set forth in the Nonsolicitation and
Noncompete Agreement (defined below) and the Company’s Code of Conduct or similar
guidelines. For the purposes of this Agreement, the term “Person” shall mean any
individual, corporation, limited or general partnership, limited liability company,
joint venture, association, trust or other entity or organization, whether or not a
legal entity. Employee shall at all times observe and comply with all lawful
directions and instructions of the Board.




     4. Compensation.



          (a) Base Compensation. For services rendered by Employee under this
Agreement, the Company shall pay to Employee a base salary (“Base
Compensation”) of $500,000 per annum, payable in accordance with the
Company’s customary pay periods and subject to customary withholdings. The amount of
Base Compensation will be 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
for the purposes of this Agreement. Employee’s Base Compensation, as increased from
time to time, may not be decreased unless agreed to by Employee. Nothing contained
herein shall prevent the Board from paying additional compensation to Employee in
the form of bonuses or otherwise during the Term.




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          (b) Minimun Annual Bonus. During the Term, Employee will be eligible
to participate in the Company’s discretionary management incentive program as established
by the Board (as the same may be amended from time to time); provided that Employee’s
annual bonus shall be not less than $250,000.




          (c) Retention Amount. As additional consideration for this Agreement, as
well as the Nonsolicitation and Noncompete Agreement, the Company agrees to place the sum
of $1,000,000 in an interest bearing account, which will be invested in accordance with
the Company’s deferred compensation policy (such amount, plus any interest or other
earnings accruing thereon, the “Retention Amount”). In the event that Employee
voluntarily terminates employment with the Company or is terminated for “Misconduct” (as
defined below) prior to the completion of four (4) years of continuous employment
commencing on the Effective Date, Employee shall forfeit all rights to any portion of the
Retention Amount. In the event that Employee completes four (4) years of continuous
employment commencing on the Effective Date or is terminated by the Company for any
reason other than Misconduct prior to such time, Employee shall receive the Retention
Payment not later than fifteen (15) days after the fourth anniversary of the Effective
Date or such earlier Date of Termination (defined below). Employee shall be responsible
for all applicable taxes in respect of the Retention Amount.




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          (d) Long Term Incentive Awards.





          (i) Not later than December 31 of each year during the Term, pursuant to the
Company’s customary long term incentive award process, Employee will be granted
shares in the Company with an aggregate value of $1,000,000, which will be divided
equally between option shares and restricted shares. The actual number of shares
will be determined as follows:




          (A) for restricted shares, $500,000 divided by the closing price on the
date of grant; and




          (B)
for option shares, $500,000 divided by the Black-Scholes valuation
model as applied to the closing price on the date of grant.




The grant of restricted shares will vest in annual installments of 25% each, with
full vesting after four years. The grant of options will vest in annual
installments of 25% each, with full vesting after four years.




          (ii) All stock-based awards are subject to shareholders approval of shares to
be allocated to the Company’s Long Term Incentive plan and granted under the
strict purview of the Compensation Committee of the Board. Upon the resignation
for Good Reason as defined in Section 7(a)(v), death or discharge as defined in
Sections 7(a)(ii) and (a)(iii)(A), or disability as defined in Section 7(a)(iv),
Employee shall be considered as immediately and totally vested in any and all



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option shares, restricted shares or other similar awards previously made to Employee by the
Company under any Long Term Incentive plan duly adopted by the Board (such option shares,
restricted shares or similar awards are hereinafter collectively referred to as “Long
Term Incentives”). In the event that the Long Term Incentives become vested under
this Section 4(d)(ii), Employee will be allowed not less than one year from the date of such
vesting in which to exercise such Long Term Incentives if such “exercise” is necessary.



     5. Additional Benefits. In addition to the Compensation provided for in Section 4,
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 its executive officers, reimburse Employee for
business expenses reasonably incurred in the performance of Employee’s duties. It is
understood that Employee is authorized to incur reasonable business expenses for promoting
the business of the Company, including reasonable expenditures for travel, lodging, meals and
client or business associate entertainment. Request for reimbursement for such expenses must
be accompanied by appropriate documentation.




     (b) Vacation. Employee shall be entitled to four (4) weeks of vacation per year,
without any loss of compensation or benefits.




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     (c)
General Benefits. Employee shall be entitled to participate in (i) the
various Employee benefit plans or programs provided to the Employees of the company in
general, including but not limited to, health (including ExecuCare), dental, disability,
401K, and life insurance plans, and (ii) the Flexible Perquisites Plan, which is reserved for
selected executives and provides reimbursement for a choice of certain benefits of 4% of
Employee’s Base Compensation in each calendar year. (A menu of available benefits will be
provided.) Benefits are subject to the eligibility requirements with respect to each of such
benefit plans or programs, and such other benefits or perquisites as may be approved by the
Board during the Term. Nothing in this Section 5(c) shall be deemed to prohibit the Company
from making any changes in any of the plans, programs or
benefits described in this Section 5(c), provided the change similarly affects all executive
officers of the Company that are similarly situated.




6.
Nonsolicitation and Noncompete.



          (a) Employee hereby acknowledges that the Company possesses certain Confidential Information
that is peculiar to the businesses in which the Company is or may be engaged. Employee hereby
affirms that such Confidential Information is the exclusive property of the Company and that the
Company has proprietary interests in such Confidential information. For the purposes of this
Agreement, the term “Confidential Information” shall mean any and all information of any nature
and in any form that at the time or times



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




          (b) Employee shall (i) use the Confidential Information solely for the purpose of performing
his duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly or
indirectly, at any time during or after his employment by the Company, disclose Confidential
Information to any other Person (except to the Company’s officers in connection with his duties on
behalf of the Company) or use or otherwise exploit Confidential Information to the detriment of
the Company, and (iii} not lecture on or publish articles with



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respect to
Confidential Information. In the event of a breach or threatened breach of the
provisions of this Section 6(b), the Company shall be entitled, in addition to any other remedies
available to the Company, to an injunction restraining Employee from disclosing such Confidential
Information.




          (c) Upon termination of employment of Employee for whatever reason, Employee shall surrender
to the Company any and all documents, manuals, correspondence, reports, records and similar items
then or thereafter coming into the possession of Employee which contain any Confidential
Information.



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



     7. Termination.




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




          (i)
Resignation (other than for Good Reason). Employee may resign, including
by reason of retirement, his position at any time by providing written notice of
resignation to the Company. In the event of such resignation (except in the case of
resignation for Good Reason (defined below)), this Agreement shall terminate, and Employee
shall not be entitled to further compensation pursuant to this Agreement other



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than the payment of any unpaid Base Compensation accrued hereunder as of the date of Employee’s
resignation.




          (ii) Death. If Employee’s employment is terminated due to Employee’s death, any
benefit payable pursuant to the Company’s benefit plans will be paid 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 minor children. Employee shall be
considered as immediately and totally vested in any and all Long Term Incentives previously
granted to Employee by the Company, and Employee’s surviving spouse or estate will receive the
Retention Amount in accordance with Section 4(c). After said payments and provision of insurance
benefits, this Agreement shall terminate, and the Company shall have no obligations to Employee or
Employee’s legal representatives with respect to this Agreement other than the payment of any
unpaid Base Compensation accrued hereunder as of the date of Employee’s death.



          (iii) Discharge.




            (A) The Company may terminate Employee’s employment for any reason at any time upon
written notice delivered to Employee. In the event that Employee’s employment is
terminated during the Term by the Company for any reason other than Employee’s Misconduct
or Disability (both as defined below),




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then the Company (1) shall pay in lump sum in cash to Employee, within thirty (30) days following
the Date of Termination, an amount equal to the product of (x) Employee’s Base Compensation as in
effect immediately prior to the Date of Termination, multiplied by (y) the remaining
portion of the Term, (2) for the remaining portion of the Term, the Company, at its cost, shall
provide or arrange to provide to Employee (and, as applicable, Employee’s dependents} disability,
accident and group health insurance benefits substantially similar to those that Employee (and
Employee’s dependents) were receiving immediately prior to the Date of Termination; provided,
however, that the welfare benefits otherwise receivable by Employee pursuant to this clause (2)
shall be reduced to the extent comparable welfare benefits are actually received by Employee
(and/or Employee’s dependents) during such period under any other employer’s welfare plan(s) or
program(s), with Employee being obligated to promptly disclose to the Company any such comparable
welfare benefits, (3) Employee shall be considered as immediately and totally vested in any and all
Long Term Incentives previously granted to Employee by Company, and (4) Employee will receive the
Retention Amount in accordance with Section 4(c).




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     (B) Notwithstanding anything to the contrary in this Agreement, 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 (1)
any willful breach or habitual neglect of duty or Employee’s material and continued failure to
substantially perform his duties with the Company (other than any such failure resulting from
Employee’s incapacity due to physical or mental illness) after written notice to Employee which
specifies the alleged breach, negligence or failure and thirty (30) days to cure;
(2) the misappropriation or attempted misappropriation of a material business opportunity
of the Company, including attempting to secure any personal profit in connection with entering
into any transaction on behalf of the Company, after written notice to Employee which specifies
the alleged misappropriation or attempted misappropriation; (3) the intentional misappropriation or
attempted misappropriation of any of the Company’s funds or property; or (4)(A) conviction of
Employee for a felony offense or (B) Employee engaging in conduct involving fraud or dishonesty;
provided that, in the event of (B), the Company will provide notice to the Employee




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that specifies the conduct and the Employee shall be provided
thirty (30) days to respond to such notice.




     (iv)
Disability. If Employee shall have been absent from the full-time performance of
Employee’s duties with the Company for one hundred twenty (120) 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 Employee’s dependents for the twelve (12) month period
beginning with the Date of Termination, (3) be considered as immediately and totally vested in any
and all Long Term Incentives previously granted to Employee by Company, and (4) receive the
Retention Amount in accordance with Section 4(c).




     (v)
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 Section



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7(a)(iii)(A). “Good Reason” shall mean the occurrence of any of the following circumstances without
Employee’s express written consent unless such breach or circumstance is fully corrected prior to
the Date of Termination specified in the Notice of Termination given in respect thereof:




     (A) the material breach of any of the Company’s
obligations under this Agreement without Employee’s express
written consent;




     (B) the assignment to Employee of any duties
materially inconsistent with Employee’s position;




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




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




     (E) 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 12; or



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     (F) the occurrence of any Corporate Change (as defined below), but only if Employee
gives notice of his intent to terminate his employment within ninety (90) days following
the effective date of such Corporate Change. A “Corporate Change” shall occur if (1) in the
event that (x) the Company shall not be the surviving entity in any merger or consolidation
(or survives only as a subsidiary of another entity), or (y) the Company sells all or
substantially all of its assets to any other person or entity (other than a wholly-owned
subsidiary), and in the case of (x) or (y) Employee is not retained in his position or
another comparable position, or (2) the Company is dissolved and liquidated.




     (b) Notice of Termination. Any purported termination of Employee’s employment by the
Company under Sections 7(a)(iii)(B) or 
7(a)(iv), or by Employee under Section 7(a)(v), shall be
communicated by written Notice of Termination to the other Party in accordance with Section 10.
For purposes of this Agreement, a “Notice of Termination” shall mean a notice that (i) if by the
Company for Misconduct or Disability, shall set forth in reasonable detail the reason for such
termination of Employee’s employment and the Date of Termination, or (ii) in the case of
resignation by Employee for Good Reason, shall specify in reasonable detail the basis for such
resignation and the Date of Termination. A Notice of Termination given by Employee pursuant to



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Section 7(a)(v) shall be effective even if given after the receipt by Employee of notice that the
Board has set a meeting to consider terminating Employee for Misconduct. Any purported termination
for which a Notice of Termination is required that is not effected pursuant to this Section 7(b)
shall not be effective.




     (c)
Date of Termination, Etc. “Date of Termination” shall
mean the date specified in the Notice of Termination, provided that the
Date of Termination shall be at least fifteen (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.




     (d)
Mitigation. Employee shall not be required to mitigate
the amount of any payment provided for in this Section 7 by seeking
other employment or otherwise, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned
by Employee as a result of employment by another employer, except 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(a)(iii)(A) 
or 7(a)(v).



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



     9. 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 of the
Company, so long as the obligations of the Company under this Agreement
remain the obligations of the Company.



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




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in accordance herewith except that notice of change of address shall be effective only upon
receipt.




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



     12. Successors; Binding Agreement.



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




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Agreement provided for in this Section 12 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.




     13. Miscellaneous.



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




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




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




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




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



     15. Arbitration.



          (a) Executive and the Company agree that any dispute regarding
the covenants herein and/or the validity of this Agreement and its addenda, if
any, shall be resolved through arbitration. Executive and the Company hereby
expressly acknowledge that Executive’s position in the Company and the
Company’s business have a substantial impact on interstate commerce and
that Executive’s development and involvement with the Company and the
Company’s business have a national and international territorial scope
commercially. Thus, any arbitration-related matter or arbitration proceeding of
a dispute regarding the covenants herein and/or the validity of this Agreement
and its addenda, shall be governed, heard, and decided under the provisions
and the authority of the Federal Arbitration Act, 9 U.S.C.A. § 1 et seq., and
shall be submitted for arbitration to the office of the American Arbitration
Association in New Orleans, Louisiana, on demand of either Party.




          (b) Such arbitration proceedings shall be conducted in New
Orleans, Louisiana, and shall be conducted in accordance with the then-




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current Employment Arbitration Rules and Mediation Procedures of the American Arbitration
Association, with the exception that the Executive expressly waives the right to request interim
measures or injunctive relief from a judicial authority. Executive acknowledges that the Company
alone retains the right to seek injunctive relief from a judicial authority based on the nature of
this Agreement. Each Party shall have the right to be represented by counsel or other designated
representatives. The arbitrator shall have the right to award or include in his or her award any
relief that he or she deems proper under the circumstances, including, without limitation, all
types of relief that could be awarded by a court of law, such as money damages (with interest on
unpaid amounts from date due), specific performance and injunctive relief. The arbitrator shall
issue a written opinion explaining the reasons for his or her decision and award. The award and
decision of the arbitrator shall be conclusive and binding upon both Parties, and judgment upon the
award may be entered in any court of competent jurisdiction. The Parties acknowledge and agree that
any arbitration award may be enforced against either or both of them in a court of competent
jurisdiction, and each waives any right to contest the validity or enforceability of such award.
The Parties further agree to be bound by the provisions of any statute of limitations that would be
otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration
proceeding initiated hereunder. Without limiting the foregoing, the Parties shall be entitled in
any such arbitration proceeding to the entry of an




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order by a court of competent jurisdiction pursuant to a decision of the arbitrator for specific
performance of any of the requirements of this Agreement. The provisions of this Section 15 shall
survive and continue in full force and effect subsequent to and notwithstanding expiration or
termination of this Agreement for any reason. Executive agrees to pay arbitration fees in an amount
not to exceed the amount required to file a lawsuit in a court of law. The Company agrees to pay
the remaining amount of arbitration fees. Executive and the Company acknowledge and agree that any
and all rights they may have to resolve their claims by a jury trial are hereby expressly waived.
The provisions of this Section 15 do not preclude Executive from filing a complaint with any
federal, state, or other governmental administrative agency, if applicable.





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     IN WITNESS WHEREOF, the Parties have executed this Agreement on July 24, 2007, effective for
all purposes as of the Effective Date.



	 	 	 	 	 
	 	THE SHAW GROUP INC.

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



EMPLOYEE



/s/ Roy Montgomery Glover                            




Roy Montgomery Glover



R.M. Glover 466215



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THE SHAW GROUP INC.




NONSOLICITATION AND NONCOMPETE AGREEMENT




     This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into on the
date indicated below between The Shaw Group Inc. (together with its affiliated companies (as set
forth in Exhibit A), the “Company”), and Roy Montgomery Glover (“Executive”). The Company and
Executive shall hereinafter be referred to collectively as the “Parties”.



RECITALS



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



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



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



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




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



AGREEMENT




     Section 1. Company Property. All personal property and equipment furnished to or
prepared by Executive in the course of or incident to Executive’s employment belong to the Company
and shall be promptly returned to the Company upon termination of Executive’s employment or at such
other time as the Company may request. Personal property includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all
other proprietary information relating to the business of the Company and/or its affiliates.
Following termination of employment, Executive will not retain any written or other tangible
material containing any proprietary information of the Company.



     Section 2. Non-Solicitation. At all times during Executive’s employment and for two
(2) years after the termination of Executive’s employment, Executive will not, directly or




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indirectly, either on Executive’s own account or jointly with or as a manager, agent, officer,
employee, consultant, independent contractor, partner, joint venturer, owner, financier,
shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to,
solicit, or attempt to solicit away from the Company or its affiliates any of their officers or
employees or offer employment to any person who, during the six (6) months immediately preceding
the date of such solicitation or offer, is or was an officer or employee of the Company or any of
its affiliates.




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




     (a) Executive acknowledges that he is intimately involved in the management
of the Company, its expansion, and its acquisition or creation of the affiliated
companies, as set forth in Exhibit A. Executive acknowledges and agrees that the business of the
Company is providing engineering, construction, procurement,
maintenance, environmental and infrastructure services1, and pipe fabrication services,
as more fully set forth on the Company’s Form 10-K dated October 31, 2006 (the “Form 10K”).




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




     (c) Executive acknowledges that the Company now conducts business and
provides services throughout the United States to federal agencies, federally-owned
facilities or federally-controlled political subdivisions, state and local governments
and political subdivisions, and domestic and non-domestic commercial customers. Executive
acknowledges that as of the date of this Agreement, the Company delivers services
through a network of over 180 locations, including approximately 22 international
locations and approximately 22 fabrication and manufacturing facilities. Executive
acknowledges and agrees that at the time of signing this agreement, the Company





 




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





- Page 2 of 6 -









 




conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit B.
Executive agrees that the Company may periodically revise the Restricted Area to reflect any
changes in the geographic territory in which the Company is conducting business. Executive agrees
that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this
agreement which update the Restricted Area to reflect geographic territories in which the Company
conducts its business. Executive agrees that the Company may periodically revise the description
of the business of the Company to reflect changes in the Company’s business. Executive also
agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to
this Agreement which update the description of the business of the Company to coincide with the
description of the business of the Company as set forth in the Company’s current Form 10-K.




     (d) Executive agrees that at all times during Executive’s employment with the Company and for
two (2) years after termination (whether voluntary or not) of Executive’s employment with the
Company, Executive shall not, directly or indirectly, whether personally or through agents,
associates, or co-workers, whether individually or in connection with any corporation, partnership,
or other business entity, and whether as an employee, owner, partner, financier, joint venturer,
shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish,
carry on, or engage in a business similar to that of the Company or any of its affiliates, in the
Restricted Area, as defined in Exhibit B, attached. This prohibition includes, without limitation,
that Executive will not perform the following in the Restricted Area:




     (i) Solicit or provide, directly or indirectly, engineering, construction,
procurement, maintenance, Environmental, and pipe fabrication services, or any of these,
to any persons or entities who are or were customers of the Company or any of its
affiliates at any time prior to Executive’s separation from employment;




     (ii) Establish, own, become employed with, consult on business matters with, or
participate in any way in a business engaged in engineering, construction, procurement
maintenance, Environmental, and pipe fabrication services, or any of these, except to the
extent that the Company or any of its affiliates do not provide the same type of services
as such business provides; and




     (iii) Provide consulting services for, invest in, become employed by, or otherwise
become associated from a business perspective with competitors of the Company or any of
its affiliates, including but not limited to Jacobs Engineering Group Inc.; Fluor
Corporation; URS Corporation; Halliburton; Turner Industries Group, L.L.C.; Bechtel Group,
Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Veatch
Corporation; Foster Wheeler Ltd.; and Washington Group International, Inc., or any of
their respective subsidiaries, parent companies, affiliates, or successors.


This prohibition does not prohibit Executive from engaging in a business solely within an area or
areas not contained in the Restricted Area, so long as that business does not





- Page 3 of 6 -












 






provide in the Restricted Area the same or similar services or conduct the same or similar
business as the Company or its affiliates.




     (e) Executive acknowledges that the business of the Company is extremely competitive
in nature, that the remedy at law for any breach of this covenant will be inadequate, and
that in the event of a breach the Company shall be entitled to injunctive relief and
specific performance, as well as any and all other remedies at law or in equity to which
the Company is entitled. Executive acknowledges that the provisions contained in this
Section are reasonable and valid in all respects and are a reasonable and necessary
protection of the legitimate interests of the Company and that any violation of these
provisions would cause substantial injury to the Company.




Section 4.
Miscellaneous Provisions.



     (a) Employment Rights. This Agreement shall not be deemed to confer upon
Executive any right to continue in the employ of the Company for any period or any right to
continue employment at Executive’s present or any other rate of compensation.



     (b) Amendment. This Agreement may only be amended or modified in a
writing executed by both the Company and Executive. No oral waivers or extensions shall be
binding on the parties.



     (c) Waiver. No term or condition of this Agreement shall be deemed to have
been waived, nor shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument signed by the Party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver unless specifically
stated
therein, and each such waiver shall operate only as to the specific term or condition waived
and
shall not constitute a waiver of such term or condition for the future or as to any other act
other
than that specifically waived.



     (d) Injunctive Relief and Arbitration. Executive and the Company each
acknowledge that the provisions of Sections 2 and 3 are reasonable and necessary, that the
damages that would be suffered as a result of a breach or threatened breach by Executive of
Sections 2 and 3 may not be calculable, and that the award of a money judgment to the Company
for such a breach or threatened breach thereof by Executive would be an inadequate remedy.
Executive expressly consents and agrees that the Company may, in addition to any other
available remedies that the Company may be entitled in law or in equity, enforce the
provisions
of Sections 2 and/or 3 by injunctive or other equitable relief, including a temporary and/or
permanent injunction (without proving a breach thereof), to prevent unfair competition, the
use
and/or unauthorized disclosure of trade secrets or confidential information, and/or
the
unauthorized solicitation of the Company’s officers, employees, and customers. The Company
shall not be obligated to post bond or other security in seeking such relief.



     (e) Arbitration.




     (i) Executive and the Company agree that any dispute regarding the covenants
herein and/or the validity of this Agreement and its addenda, if any, shall be



 - Page 4 of 6 -









 







resolved through arbitration. Given the recitals set forth in Section 3, Executive and the Company
hereby expressly acknowledge that Executive’s position in the Company, and the Company’s business,
have a substantial impact on interstate commerce; and further, that Executive’s development and
involvement with the Company, and the Company’s business, have a national and international
territorial scope commercially. Any arbitration-related matter or arbitration proceeding of a
dispute regarding the covenants herein and/or the validity of this Agreement and its addenda,
shall be governed, heard, and decided under the provisions and the authority of the Federal
Arbitration Act, 9 U.S.C.A. § 1 et seq., and shall be submitted for arbitration to the office of
the American Arbitration Association in New Orleans, Louisiana, on demand of either party.




     (ii) Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be
conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures
of the American Arbitration Association, with the exception that the Executive expressly waives the
right to request interim measures or injunctive relief from a judicial authority. Executive
acknowledges that the Company alone retains the right to seek injunctive relief from a judicial
authority based on the nature of this Agreement and in furtherance of the terms of Section 4(d),
Each Party shall have the right to be represented by counsel or other designated representatives.
The arbitrator shall have the right to award or include in his or her award any relief that he or
she deems proper under the circumstances, including, without limitation, all types of relief that
could be awarded by a court of law, such as money damages, (with interest on unpaid amounts from
date due), specific performance, and injunctive relief. The arbitrator shall issue a written
opinion explaining the reasons for his or her decision and award. The award and decision of the
arbitrator shall be conclusive and binding upon both Parties, and judgment upon the award may be
entered in any court of competent jurisdiction. The Parties acknowledge and agree that any
arbitration award may be enforced against either or both of them in a court of competent
jurisdiction and each waives any right to contest the validity or enforceability of such award.
The Parties further agree to be bound by the provisions of any statute of limitations that would be
otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration
proceeding initiated hereunder. Without limiting the foregoing, the Parties shall be entitled in
any such arbitration proceeding to the entry of an order by a court of competent jurisdiction
pursuant to a decision of the arbitrator for specific performance of any of the requirements of
this Agreement. The provisions of this Section 4(e) shall survive and continue in full force and
effect subsequent to and notwithstanding expiration or termination of this Agreement for any
reason. Executive agrees to pay arbitration fees in an amount not to exceed the amount required
to file a lawsuit in a court of law. The Company agrees to pay the remaining amount of
arbitration fees. Executive and the Company acknowledge and agree that any and all rights they may
have to resolve their claims by a jury trial are hereby expressly waived. The provisions of this
Section 4(e) do not preclude Executive from filing a complaint with any federal, state, or other
governmental administrative agency, if applicable.



 - Page 5 of 6 -









 





     (f) Governing Law. This Agreement, and the rights and obligations of the
parties hereto, shall be governed by and construed in accordance with the laws of the State of
Louisiana.



     (g) Assignment. This Agreement may not be assigned by Executive, but may
be assigned by the Company to any successor to its business and will inure to the benefit and
be
binding upon any such successor. This Agreement shall be binding upon the Parties, together
with their respective executors, administrators, personal representatives, and heirs, and, in
the
case of the Company, permitted successors and assigns.



     (h) Severability. Each provision of this Agreement is intended to be severable. If
any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity or legality of the remainder of this
Agreement.



     (i) Reformation. It is the intention of the Parties that if any court or arbitrators)
shall determine that any provision of this Agreement, including the scope, duration, or
geographical limit of any provision, is unenforceable, the provision in question and this
Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent
necessary to render the provision and Agreement valid and enforceable.



     (j) Headings. The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.



     (k) Consent. Executive acknowledges that Executive has reviewed the provisions of
this Agreement carefully and has been given an opportunity to ask questions of the Company.
Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his
choice (at his expense) prior to signing this Agreement and that Executive knowingly
consents to the terms herein.



 - Page 6 of 6 -









 





     IN
WITNESS WHEREOF, the Parties have executed this Agreement as of this
24 day of July, 2007.



	 	 	 	 	 	 	 
	COMPANY:

	 	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	The Shaw Group Inc. and

its affiliates listed on Exhibit A:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Clifton S. Rankin
 

Clifton S. Rankin

General Counsel and Corporate Secretary

     of The Shaw Group Inc.

	 	 
	 	/s/ Roy Montgomery Glover
  

Roy Montgomery Glover


      R.M. Glover 466215
	 	 

















 









EXHIBIT A




THE SHAW GROUP INC.®

GREATER THAN 50% OWNED

SUBSIDIARIES




(Updated as of October 10, 2006)





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





1









 





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





2









 





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





3









 





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





4









 





	89.	 	Shaw Fronek Company (FCI), Inc.
	 
	90.	 	Shaw Fronek Power Services, Inc.
	 
	91.	 	Shaw Ft. Leonard Wood Housing, L.L.C.
	 
	92.	 	Shaw Global, L.L.C.
	 
	93.	 	Shaw Global Energy Services, Inc.
	 
	94.	 	Shaw Group Australia Pty Limited
	 
	95.	 	Shaw Group UK Holdings
	 
	96.	 	Shaw Group UK International Services Ltd.

	 
	97.	 	Shaw Group UK Limited
	 
	98.	 	Shaw GRP of California
	 
	99.	 	Shaw Hanscom Housing, L.L.C.
	 
	100.	 	Shaw Heat Treating Service, C.A.
	 
	101.	 	Shaw Home Louisiana, Inc.
	 
	102.	 	Shaw Industrial Supply Co., Inc.
	 
	103.	 	Shaw Infrastructure, Inc.
	 
	104.	 	Shaw Intellectual Property Holdings, Inc.
	 
	105.	 	Shaw International, Inc.
	 
	106.	 	Shaw International, Ltd. (Formerly, Shaw Caribbean (Cayman), Ltd.)
	 
	107.	 	Shaw International Management Services One, Inc.
	 
	108.	 	Shaw International Management Services Two, Inc.
	 
	109.	 	Shaw JV Holdings, L.L.C.
	 
	110.	 	Shaw Lancas, C.A.
	 
	111.	 	Shaw Liquid Solutions LLC





5









 





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





6









 





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





7









 





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





8









 





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






9












 





EXHIBIT B




RESTRICTED AREA




ALASKA






Aleutians East




Aleutians West




Anchorage




Bethel




Bristol Bay




Denali




Dillingham




Fairbanks North Star




Haines




Juneau







Kenai Peninsula




Ketchikan Gateway




Kodiak Island




Lake and Peninsula




Matanuska-Susitna




Nome




North Slope




Northwest Arctic




Prince of Wales-Outer Ketchikan







Sitka




Skagway-Hoonah-Angoon




Southeast Fairbanks




Valdez-Cordova




Wade Hampton




Wrangell-Petersburg




Yakutat




Yukon-Koyukuk









ALABAMA






Autauga




Baldwin




Barbour




Bibb




Blount




Bullock







Butler




Calhoun




Chambers




Cherokee




Chilton




Choctaw







 Clarke




Clay




Cleburne




Coffee




Colbert




Conecuh









 









 







Coosa




Covington




Crenshaw




Cullman




Dale




Dallas




De Kalb




Elmore




Escambia




Etowah




Fayette




Franklin




Geneva




Greene




Hale




Henry




Houston







Jackson




Jefferson




Lamar




Lauderdale




Lawrence




Lee




Limestone




Lowndes




Macon




Madison




Marengo




Marion




Marshall




Mobile




Monroe




Montgomery




Morgan







Perry




Pickens




Pike




Randolph




Russell




St. Clair




Shelby




Sumter




Talladega




Tallapoosa




Tuscaloosa




Walker




Washington




Wilcox




Winston









ARIZONA






Apache




Cochise




Coconino




Gila




Graham







Greenlee




La Paz




Maricopa




Mohave




Navajo







Pima




Pinal




Santa Cruz




Yavapai




Yuma









- 2 -









 





ARKANSAS






Arkansas




Ashley




Baxter




Benton




Boone




Bradley




Calhoun




Carroll




Chicot




Clark




Clay




Cleburne




Cleveland




Columbia




Conway




Craighead




Crawford




Crittenden




Cross




Dallas




Desha







Drew




Faulkner




Franklin




Fulton




Garland




Grant




Greene




Hempstead




Hot Spring




Howard




Independence




Izard




Jackson




Jefferson




Johnson




Lafayette




Lawrence




Lee




Lincoln




Little River




Logan







Lonoke




Madison




Marion




Miller




Mississippi




Monroe




Montgomery




Nevada




Newton




Ouachita




Perry




Phillips




Pike




Poinsett




Polk




Pope




Prairie




Pulaski




Randolph




St. Francis




Saline









- 3 -









 







Scott




Searcy




Sebastian




Sevier







Sharp




Stone




Union




Van Buren







Washington




White




Woodruff




Yell









CALIFORNIA






Alameda




Alpine




Amador




Butte




Calaveras




Colusa




Contra Costa




Del Norte




El Dorado




Fresno




Glenn




Humboldt




Imperial




Inyo




Kern




Kings




Lake







Lassen




Los Angeles




Madera




Marin




Mariposa




Mendocino




Merced




Modoc




Mono




Monterey




Napa




Nevada




Orange




Placer




Plumas




Riverside




Sacramento







San Benito




San Bernardino




San Diego




San Francisco




San Joaquin




San Luis Obispo




San Mateo




Santa Barbara




Santa Clara




Santa Cruz




Shasta




Sierra




Siskiyou




Solano




Sonoma




Stanislaus




Sutter









- 4 -









 







Tehama




Trinity




Tulare







Tuolumne




Ventura




Yolo







Yuba









COLORADO






Adams




Alamosa




Arapahoe




Archuleta




Baca




Bent




Boulder




Broomfield




Chaffee




Cheyenne




Clear Creek




Conejos




Costilla




Crowley




Custer




Delta




Denver




Dolores




Douglas







Eagle




Elbert




El Paso




Fremont




Garfield




Gilpin




Grand




Gunnison




Hinsdale




Huerfano




Jackson




Jefferson




Kiowa




Kit Carson




Lake




La Plata




Larimer




Las Animas




Lincoln







Logan




Mesa




Mineral




Moffat




Montezuma




Montrose




Morgan




Otero




Ouray




Park




Phillips




Pitkin




Prowers




Pueblo




Rio Blanco




Rio Grande




Routt




Saguache




San Juan









- 5 -









 







San Miguel




Sedgwick




Summit







Teller




Washington




Weld







Yuma









CONNECTICUT






Fairfield




Hartford




Litchfield







Middlesex




New Haven




New London







Tolland




Windham









DISTRICT OF COLUMBIA




District of Columbia




DELAWARE






Kent







New Castle







Sussex









FLORIDA






Alachua







Baker







Bay









- 6 -









 







Bradford




Brevard




Broward




Calhoun




Charlotte




Citrus




Clay




Collier




Columbia




De Soto




Dixie




Duval




Escambia




Flagler




Franklin




Gadsden




Gilchrist




Glades




Gulf




Hamilton




Hardee




Hendry







Hernando




Highlands




Hillsborough




Holmes




Indian River




Jackson




Jefferson




Lafayette




Lake




Lee




Leon




Levy




Liberty




Madison




Manatee




Marion




Martin




Miami-Dade




Monroe




Nassau




Okaloosa




Okeechobee







Orange




Osceola




Palm Beach




Pasco




Pinellas




Polk




Putnam




St. Johns




St. Lucie




Santa Rosa




Sarasota




Seminole




Sumter




Suwannee




Taylor




Union




Volusia




Wakulla




Walton




Washington









- 7 -









 





GEORGIA






Appling




Atkinson




Bacon




Baker




Baldwin




Banks




Barrow




Bartow




Ben Hill




Berrien




Bibb




Bleckley




Brantley




Brooks




Bryan




Bulloch




Burke




Butts




Calhoun




Camden




Candler




Carroll




Catoosa




Charlton







Chatham




Chattahoochee




Chattooga




Cherokee




Clarke




Clay




Clayton




Clinch




Cobb




Coffee




Colquitt




Columbia




Cook




Coweta




Crawford




Crisp




Dade




Dawson




Decatur




De Kalb




Dodge




Dooly




Dougherty




Douglas







Early




Echols




Effingham




Elbert




Emanuel




Evans




Fannin




Fayette




Floyd




Forsyth




Franklin




Fulton




Gilmer




Glascock




Glynn




Gordon




Grady




Greene




Gwinnett




Habersham




Hall




Hancock




Haralson




Harris









- 8 -









 







Hart




Heard




Henry




Houston




Irwin




Jackson




Jasper




Jeff Davis




Jefferson




Jenkins




Johnson




Jones




Lamar




Lanier




Laurens




Lee




Liberty




Lincoln




Long




Lowndes




Lumpkin




McDuffie




McIntosh




Macon




Madison







Marion




Meriwether




Miller




Mitchell




Monroe




Montgomery




Morgan




Murray




Muscogee




Newton




Oconee




Oglethorpe




Paulding




Peach




Pickens




Pierce




Pike




Polk




Pulaski




Putnam




Quitman




Rabun




Randolph




Richmond




Rockdale







Schley




Screven




Seminole




Spalding




Stephens




Stewart




Sumter




Talbot




Taliaferro




Tattnall




Taylor




Telfair




Terrell




Thomas




Tift




Toombs




Towns




Treutlen




Troup




Turner




Twiggs




Union




Upson




Walker




Walton









- 9 -









 







Ware




Warren




Washington




Wayne







Webster




Wheeler




White




Whitfield







Wilcox




Wilkes




Wilkinson




Worth









HAWAII






Hawaii




Honolulu







Kalawao




Kauai







Maui









IOWA






Adair




Adams




Allamakee




Appanoose




Audubon




Benton




Black Hawk




Boone




Bremer




Buchanan




Buena Vista







Butler




Calhoun




Carroll




Cass




Cedar




Cerro Gordo




Cherokee




Chickasaw




Clarke




Clay




Clayton







Clinton




Crawford




Dallas




Davis




Decatur




Delaware




Des Moines




Dickinson




Dubuque




Emmet




Fayette









- 10 -









 







Floyd




Franklin




Fremont




Greene




Grundy




Guthrie




Hamilton




Hancock




Hardin




Harrison




Henry




Howard




Humboldt




Ida




Iowa




Jackson




Jasper




Jefferson




Johnson




Jones




Keokuk




Kossuth







Lee




Linn




Louisa




Lucas




Lyon




Madison




Mahaska




Marion




Marshall




Mills




Mitchell




Monona




Monroe




Montgomery




Muscatine




O’Brien




Osceola




Page




Palo Alto




Plymouth




Pocahontas




Polk







Pottawattamie




Poweshiek




Ringgold




Sac




Scott




Shelby




Sioux




Story




Tama




Taylor




Union




Van Buren




Wapello




Warren




Washington




Wayne




Webster




Winnebago




Winneshiek




Woodbury




Worth




Wright








IDAHO



- 11 -









 









Ada




Adams




Bannock




Bear Lake




Benewah




Bingham




Blaine




Boise




Bonner




Bonneville




Boundary




Butte




Camas




Canyon




Caribou







Cassia




Clark




Clearwater




Custer




Elmore




Franklin




Fremont




Gem




Gooding




Idaho




Jefferson




Jerome




Kootenai




Latah




Lemhi







Lewis




Lincoln




Madison




Minidoka




Nez Perce




Oneida




Owyhee




Payette




Power




Shoshone




Teton




Twin Falls




Valley




Washington









ILLINOIS






Adams




Alexander




Bond




Boone




Brown







Bureau




Calhoun




Carroll




Cass




Champaign







Christian




Clark




Clay




Clinton




Coles









- 12 -









 







Cook




Crawford




Cumberland




DeKalb




De Witt




Douglas




DuPage




Edgar




Edwards




Effingham




Fayette




Ford




Franklin




Fulton




Gallatin




Greene




Grundy




Hamilton




Hancock




Hardin




Henderson




Henry




Iroquois




Jackson




Jasper







Jefferson




Jersey




Jo Daviess




Johnson




Kane




Kankakee




Kendall




Knox




Lake




La Salle




Lawrence




Lee




Livingston




Logan




McDonough




McHenry




McLean




Macon




Macoupin




Madison




Marion




Marshall




Mason




Massac




Menard







Mercer




Monroe




Montgomery




Morgan




Moultrie




Ogle




Peoria




Perry




Piatt




Pike




Pope




Pulaski




Putnam




Randolph




Richland




Rock Island




St. Clair




Saline




Sangamon




Schuyler




Scott




Shelby




Stark




Stephenson




Tazewell









- 13 -









 







Union




Vermilion




Wabash




Warren







Washington




Wayne




White




Whiteside







Will




Williamson




Winnebago




Woodford









INDIANA






Adams




Allen




Bartholomew




Benton




Blackford




Boone




Brown




Carroll




Cass




Clark




Clay




Clinton




Crawford




Daviess




Dearborn




Decatur




De Kalb







Delaware




Dubois




Elkhart




Fayette




Floyd




Fountain




Franklin




Fulton




Gibson




Grant




Greene




Hamilton




Hancock




Harrison




Hendricks




Henry




Howard







Huntington




Jackson




Jasper




Jay




Jefferson




Jennings




Johnson




Knox




Kosciusko




Lagrange




Lake




La Porte




Lawrence




Madison




Marion




Marshall




Martin









- 14 -









 







Miami




Monroe




Montgomery




Morgan




Newton




Noble




Ohio




Orange




Owen




Parke




Perry




Pike




Porter




Posey







Pulaski




Putnam




Randolph




Ripley




Rush




St. Joseph




Scott




Shelby




Spencer




Starke




Steuben




Sullivan




Switzerland




Tippecanoe







Tipton




Union




Vanderburgh




Vermillion




Vigo




Wabash




Warren




Warrick




Washington




Wayne




Wells




White




Whitley









KANSAS






Allen




Anderson




Atchison




Barber




Barton




Bourbon




Brown







Butler




Chase




Chautauqua




Cherokee




Cheyenne




Clark




Clay







Cloud




Coffey




Comanche




Cowley




Crawford




Decatur




Dickinson









- 15 -









 







Doniphan




Douglas




Edwards




Elk




Ellis




Ellsworth




Finney




Ford




Franklin




Geary




Gove




Graham




Grant




Gray




Greeley




Greenwood




Hamilton




Harper




Harvey




Haskell




Hodgeman




Jackson




Jefferson




Jewell




Johnson







Kearny




Kingman




Kiowa




Labette




Lane




Leavenworth




Lincoln




Linn




Logan




Lyon




McPherson




Marion




Marshall




Meade




Miami




Mitchell




Montgomery




Morris




Morton




Nemaha




Neosho




Ness




Norton




Osage




Osborne







Ottawa




Pawnee




Phillips




Pottawatomie




Pratt




Rawlins




Reno




Republic




Rice




Riley




Rooks




Rush




Russell




Saline




Scott




Sedgwick




Seward




Shawnee




Sheridan




Sherman




Smith




Stafford




Stanton




Stevens




Sumner









- 16 -









 







Thomas




Trego




Wabaunsee







Wallace




Washington




Wichita







Wilson




Woodson




Wyandotte









KENTUCKY






Adair




Allen




Anderson




Ballard




Barren




Bath




Bell




Boone




Bourbon




Boyd




Boyle




Bracken




Breathitt




Breckinridge




Bullitt




Butler




Caldwell




Calloway







Campbell




Carlisle




Carroll




Carter




Casey




Christian




Clark




Clay




Clinton




Crittenden




Cumberland




Daviess




Edmonson




Elliott




Estill




Fayette




Fleming




Floyd







Franklin




Fulton




Gallatin




Garrard




Grant




Graves




Grayson




Green




Greenup




Hancock




Hardin




Harlan




Harrison




Hart




Henderson




Henry




Hickman




Hopkins









- 17 -









 







Jackson




Jefferson




Jessamine




Johnson




Kenton




Knott




Knox




Larue




Laurel




Lawrence




Lee




Leslie




Letcher




Lewis




Lincoln




Livingston




Logan




Lyon




McCracken




McCreary




McLean




Madison







Magoffin




Marion




Marshall




Martin




Mason




Meade




Menifee




Mercer




Metcalfe




Monroe




Montgomery




Morgan




Muhlenberg




Nelson




Nicholas




Ohio




Oldham




Owen




Owsley




Pendleton




Perry




Pike







Powell




Pulaski




Robertson




Rockcastle




Rowan




Russell




Scott




Shelby




Simpson




Spencer




Taylor




Todd




Trigg




Trimble




Union




Warren




Washington




Wayne




Webster




Whitley




Wolfe




Woodford









- 18 -









 





LOUISIANA





Acadia




Allen




Ascension




Assumption




Avoyelles




Beauregard




Bienville




Bossier




Caddo




Calcasieu




Caldwell




Cameron




Catahoula




Claiborne




Concordia




De Soto




East Baton Rouge




East Carroll




East Feliciana




Evangeline




Franklin




Grant







Iberia




Iberville




Jackson




Jefferson




Jefferson Davis




Lafayette




Lafourche




La Salle




Lincoln




Livingston




Madison




Morehouse




Natchitoches




Orleans




Ouachita




Plaquemines




Pointe Coupee




Rapides




Red River




Richland




Sabine




St. Bernard







St. Charles




St. Helena




St. James




St. John the Baptist




St. Landry




St. Martin




St. Mary




St. Tammany




Tangipahoa




Tensas




Terrebonne




Union




Vermilion




Vernon




Washington




Webster




West Baton Rouge




West Carroll




West Feliciana




Winn









- 19 -









 





MASSACHUSETTS






Barnstable




Berkshire




Bristol




Dukes




Essex







Franklin




Hampden




Hampshire




Middlesex




Nantucket







 Norfolk




Plymouth




Suffolk




Worcester









MARYLAND






Allegany




Anne Arundel




Baltimore




Calvert




Caroline




Carroll




Cecil




Charles







Dorchester




Frederick




Garrett




Harford




Howard




Kent




Montgomery




Prince George’s







Queen Anne’s




St. Mary’s




Somerset




Talbot




Washington




Wicomico




Worcester




Baltimore City









MAINE






Androscoggin




Aroostook







Cumberland




Franklin







Hancock




Kennebec









- 20 -









 







Knox




Lincoln




Oxford




Penobscot







Piscataquis




Sagadahoc




Somerset




Waldo







Washington




York









MICHIGAN






Alcona




Alger




Allegan




Alpena




Antrim




Arenac




Baraga




Barry




Bay




Benzie




Berrien




Branch




Calhoun




Cass




Charlevoix




Cheboygan




Chippewa







Clare




Clinton




Crawford




Delta




Dickinson




Eaton




Emmet




Genesee




Gladwin




Gogebic




Grand Traverse




Gratiot




Hillsdale




Houghton




Huron




Ingham




Ionia







Iosco




Iron




Isabella




Jackson




Kalamazoo




Kalkaska




Kent




Keweenaw




Lake




Lapeer




Leelanau




Lenawee




Livingston




Luce




Mackinac




Macomb




Manistee









- 21 -









 







Marquette




Mason




Mecosta




Menominee




Midland




Missaukee




Monroe




Montcalm




Montmorency




Muskegon




Newaygo







Oakland




Oceana




Ogemaw




Ontonagon




Osceola




Oscoda




Otsego




Ottawa




Presque Isle




Roscommon




Saginaw







St. Clair




St. Joseph




Sanilac




Schoolcraft




Shiawassee




Tuscola




Van Buren




Washtenaw




Wayne




Wexford









MINNESOTA






Aitkin




Anoka




Becker




Beltrami




Benton




Big Stone




Blue Earth




Brown




Carlton




Carver







Cass




Chippewa




Chisago




Clay




Clearwater




Cook




Cottonwood




Crow Wing




Dakota




Dodge







Douglas




Faribault




Fillmore




Freeborn




Goodhue




Grant




Hennepin




Houston




Hubbard




Isanti









- 22 -









 







Itasca




Jackson




Kanabec




Kandiyohi




Kittson




Koochiching




Lac qui Parle




Lake




Lake of the Woods




Le Sueur




Lincoln




Lyon




McLeod




Mahnomen




Marshall




Martin




Meeker




Mille Lacs




Morrison







Mower




Murray




Nicollet




Nobles




Norman




Olmsted




Otter Tail




Pennington




Pine




Pipestone




Polk




Pope




Ramsey




Red Lake




Redwood




Renville




Rice




Rock




Roseau







St. Louis




Scott




Sherburne




Sibley




Stearns




Steele




Stevens




Swift




Todd




Traverse




Wabasha




Wadena




Waseca




Washington




Watonwan




Wilkin




Winona




Wright




Yellow Medicine









MISSOURI






Adair




Andrew







Atchison




Audrain







Barry




Barton









- 23 -









 







Bates




Benton




Bollinger




Boone




Buchanan




Butler




Caldwell




Callaway




Camden




Cape Girardeau




Carroll




Carter




Cass




Cedar




Chariton




Christian




Clark




Clay




Clinton




Cole




Cooper




Crawford




Dade




Dallas




Daviess







De Kalb




Dent




Douglas




Dunklin




Franklin




Gasconade




Gentry




Greene




Grundy




Harrison




Henry




Hickory




Holt




Howard




Howell




Iron




Jackson




Jasper




Jefferson




Johnson




Knox




Laclede




Lafayette




Lawrence




Lewis







Lincoln




Linn




Livingston




McDonald




Macon




Madison




Maries




Marion




Mercer




Miller




Mississippi




Moniteau




Monroe




Montgomery




Morgan




New Madrid




Newton




Nodaway




Oregon




Osage




Ozark




Pemiscot




Perry




Pettis




Phelps









- 24 -









 







Pike




Platte




Polk




Pulaski




Putnam




Ralls




Randolph




Ray




Reynolds




Ripley




St. Charles




St. Clair







Ste. Genevieve




St. Francois




St. Louis




Saline




Schuyler




Scotland




Scott




Shannon




Shelby




Stoddard




Stone




Sullivan







Taney




Texas




Vernon




Warren




Washington




Wayne




Webster




Worth




Wright




St. Louis City









MISSISSIPPI






Adams




Alcorn




Amite




Attala




Benton




Bolivar




Calhoun




Carroll




Chickasaw







Choctaw




Claiborne




Clarke




Clay




Coahoma




Copiah




Covington




DeSoto




Forrest







Franklin




George




Greene




Grenada




Hancock




Harrison




Hinds




Holmes




Humphreys









- 25 -









 







Issaquena




Itawamba




Jackson




Jasper




Jefferson




Jefferson Davis




Jones




Kemper




Lafayette




Lamar




Lauderdale




Lawrence




Leake




Lee




Leflore




Lincoln




Lowndes




Madison




Marion







Marshall




Monroe




Montgomery




Neshoba




Newton




Noxubee




Oktibbeha




Panola




Pearl River




Perry




Pike




Pontotoc




Prentiss




Quitman




Rankin




Scott




Sharkey




Simpson




Smith







Stone




Sunflower




Tallahatchie




Tate




Tippah




Tishomingo




Tunica




Union




Walthall




Warren




Washington




Wayne




Webster




Wilkinson




Winston




Yalobusha




Yazoo









MONTANA






Beaverhead




Big Horn







Blaine




Broadwater







Carbon




Carter










- 26 -











 







Cascade




Chouteau




Custer




Daniels




Dawson




Deer Lodge




Fallon




Fergus




Flathead




Gallatin




Garfield




Glacier




Golden Valley




Granite




Hill




Jefferson




Judith Basin







Lake




Lewis and Clark




Liberty




Lincoln




McCone




Madison




Meagher




Mineral




Missoula




Musselshell




Park




Petroleum




Phillips




Pondera




Powder River




Powell




Prairie







Ravalli




Richland




Roosevelt




Rosebud




Sanders




Sheridan




Silver Bow




Stillwater




Sweet Grass




Teton




Toole




Treasure




Valley




Wheatland




Wibaux




Yellowstone




Yellowstone National Park









NORTH CAROLINA






Alamance




Alexander




Alleghany




Anson







Ashe




Avery




Beaufort




Bertie







Bladen




Brunswick




Buncombe




Burke









- 27 -









 







Cabarrus




Caldwell




Camden




Carteret




Caswell




Catawba




Chatham




Cherokee




Chowan




Clay




Cleveland




Columbus




Craven




Cumberland




Currituck




Dare




Davidson




Davie




Duplin




Durham




Edgecombe




Forsyth




Franklin




Gaston




Gates







Graham




Granville




Greene




Guilford




Halifax




Harnett




Haywood




Henderson




Hertford




Hoke




Hyde




Iredell




Jackson




Johnston




Jones




Lee




Lenoir




Lincoln




McDowell




Macon




Madison




Martin




Mecklenburg




Mitchell




Montgomery







Moore




Nash




New Hanover




Northampton




Onslow




Orange




Pamlico




Pasquotank




Pender




Perquimans




Person




Pitt




Polk




Randolph




Richmond




Robeson




Rockingham




Rowan




Rutherford




Sampson




Scotland




Stanly




Stokes




Surry




Swain









- 28 -









 







Transylvania




Tyrrell




Union




Vance




Wake







Warren




Washington




Watauga




Wayne




Wilkes







Wilson




Yadkin




Yancey









NORTH DAKOTA






Adams




Barnes




Benson




Billings




Bottineau




Bowman




Burke




Burleigh




Cass




Cavalier




Dickey




Divide




Dunn




Eddy




Emmons




Foster







Golden Valley




Grand Forks




Grant




Griggs




Hettinger




Kidder




La Moure




Logan




McHenry




McIntosh




McKenzie




McLean




Mercer




Morton




Mountrail




Nelson







Oliver




Pembina




Pierce




Ramsey




Ransom




Renville




Richland




Rolette




Sargent




Sheridan




Sioux




Slope




Stark




Steele




Stutsman




Towner









- 29 -









 







Traill




Walsh







Ward




Wells







Williams









NEBRASKA






Adams




Antelope




Arthur




Banner




Blaine




Boone




Box Butte




Boyd




Brown




Buffalo




Burt




Butler




Cass




Cedar




Chase




Cherry




Cheyenne




Clay




Colfax







Cuming




Custer




Dakota




Dawes




Dawson




Deuel




Dixon




Dodge




Douglas




Dundy




Fillmore




Franklin




Frontier




Furnas




Gage




Garden




Garfield




Gosper




Grant







Greeley




Hall




Hamilton




Harlan




Hayes




Hitchcock




Holt




Hooker




Howard




Jefferson




Johnson




Kearney




Keith




Keya Paha




Kimball




Knox




Lancaster




Lincoln




Logan









- 30 -









 







Loup




McPherson




Madison




Merrick




Morrill




Nance




Nemaha




Nuckolls




Otoe




Pawnee




Perkins




Phelps







Pierce




Platte




Polk




Red Willow




Richardson




Rock




Saline




Sarpy




Saunders




Scotts Bluff




Seward




Sheridan







Sherman




Sioux




Stanton




Thayer




Thomas




Thurston




Valley




Washington




Wayne




Webster




Wheeler




York









NEW HAMPSHIRE






Belknap




Carroll




Cheshire




Coos







Grafton




Hillsborough




Merrimack




Rockingham







Strafford




Sullivan









NEW JERSEY






Atlantic







Bergen







Burlington









- 31 -









 







Camden




Cape May




Cumberland




Essex




Gloucester




Hudson







Hunterdon




Mercer




Middlesex




Monmouth




Morris




Ocean







Passaic




Salem




Somerset




Sussex




Union




Warren









NEW MEXICO






Bernalillo




Catron




Chaves




Cibola




Colfax




Curry




De Baca




Dona Ana




Eddy




Grant




Guadalupe







Harding




Hidalgo




Lea




Lincoln




Los Alamos




Luna




McKinley




Mora




Otero




Quay




Rio Arriba







Roosevelt




Sandoval




San Juan




San Miguel




Santa Fe




Sierra




Socorro




Taos




Torrance




Union




Valencia









- 32 -









 





NEVADA






Churchill




Clark




Douglas




Elko




Esmeralda




Eureka







Humboldt




Lander




Lincoln




Lyon




Mineral




Nye







Pershing




Storey




Washoe




White Pine




Carson City









NEW YORK






Albany




Allegany




Bronx




Broome




Cattaraugus




Cayuga




Chautauqua




Chemung




Chenango




Clinton




Columbia




Cortland




Delaware




Dutchess




Erie







Essex




Franklin




Fulton




Genesee




Greene




Hamilton




Herkimer




Jefferson




Kings




Lewis




Livingston




Madison




Monroe




Montgomery




Nassau







New York




Niagara




Oneida




Onondaga




Ontario




Orange




Orleans




Oswego




Otsego




Putnam




Queens




Rensselaer




Richmond




Rockland




St. Lawrence









- 33 -









 







Saratoga




Schenectady




Schoharie




Schuyler




Seneca




Steuben







Suffolk




Sullivan




Tioga




Tompkins




Ulster




Warren







Washington




Wayne




Westchester




Wyoming




Yates









OHIO






Adams




Allen




Ashland




Ashtabula




Athens




Auglaize




Belmont




Brown




Butler




Carroll




Champaign




Clark




Clermont




Clinton







Columbiana




Coshocton




Crawford




Cuyahoga




Darke




Defiance




Delaware




Erie




Fairfield




Fayette




Franklin




Fulton




Gallia




Geauga







Greene




Guernsey




Hamilton




Hancock




Hardin




Harrison




Henry




Highland




Hocking




Holmes




Huron




Jackson




Jefferson




Knox









- 34 -









 







Lake




Lawrence




Licking




Logan




Lorain




Lucas




Madison




Mahoning




Marion




Medina




Meigs




Mercer




Miami




Monroe




Montgomery




Morgan







Morrow




Muskingum




Noble




Ottawa




Paulding




Perry




Pickaway




Pike




Portage




Preble




Putnam




Richland




Ross




Sandusky




Scioto




Seneca







Shelby




Stark




Summit




Trumbull




Tuscarawas




Union




Van Wert




Vinton




Warren




Washington




Wayne




Williams




Wood




Wyandot









OKLAHOMA






Adair




Alfalfa




Atoka




Beaver




Beckham







Blaine




Bryan




Caddo




Canadian




Carter







Cherokee




Choctaw




Cimarron




Cleveland




Coal









- 35 -









 







Comanche




Cotton




Craig




Creek




Custer




Delaware




Dewey




Ellis




Garfield




Garvin




Grady




Grant




Greer




Harmon




Harper




Haskell




Hughes




Jackson




Jefferson




Johnston




Kay







Kingfisher




Kiowa




Latimer




Le Flore




Lincoln




Logan




Love




McClain




McCurtain




McIntosh




Major




Marshall




Mayes




Murray




Muskogee




Noble




Nowata




Okfuskee




Oklahoma




Okmulgee




Osage







Ottawa




Pawnee




Payne




Pittsburg




Pontotoc




Pottawatomie




Pushmataha




Roger Mills




Rogers




Seminole




Sequoyah




Stephens




Texas




Tillman




Tulsa




Wagoner




Washington




Washita




Woods




Woodward








OREGON



- 36 -









 









Baker




Benton




Clackamas




Clatsop




Columbia




Coos




Crook




Curry




Deschutes




Douglas




Gilliam




Grant







Harney




Hood River




Jackson




Jefferson




Josephine




Klamath




Lake




Lane




Lincoln




Linn




Malheur




Marion







Morrow




Multnomah




Polk




Sherman




Tillamook




Umatilla




Union




Wallowa




Wasco




Washington




Wheeler




Yamhill









PENNSYLVANIA






Adams




Allegheny




Armstrong




Beaver




Bedford




Berks




Blair




Bradford




Bucks







Butler




Cambria




Cameron




Carbon




Centre




Chester




Clarion




Clearfield




Clinton







Columbia




Crawford




Cumberland




Dauphin




Delaware




Elk




Erie




Fayette




Forest









- 37 -









 







Franklin




Fulton




Greene




Huntingdon




Indiana




Jefferson




Juniata




Lackawanna




Lancaster




Lawrence




Lebanon




Lehigh




Luzerne




Lycoming







McKean




Mercer




Mifflin




Monroe




Montgomery




Montour




Northampton




Northumberland




Perry




Philadelphia




Pike




Potter




Schuylkill




Snyder







Somerset




Sullivan




Susquehanna




Tioga




Union




Venango




Warren




Washington




Wayne




Westmoreland




Wyoming




York









RHODE ISLAND






Bristol




Kent







Newport




Providence







Washington









SOUTH CAROLINA






Abbeville







Aiken







     Allendale








- 38 -









 







Anderson




Bamberg




Barnwell




Beaufort




Berkeley




Calhoun




Charleston




Cherokee




Chester




Chesterfield




Clarendon




Colleton




Darlington




Dillon




Dorchester







Edgefield




Fairfield




Florence




Georgetown




Greenville




Greenwood




Hampton




Horry




Jasper




Kershaw




Lancaster




Laurens




Lee




Lexington




McCormick







Marion




Marlboro




Newberry




Oconee




Orangeburg




Pickens




Richland




Saluda




Spartanburg




Sumter




Union




Williamsburg




York









SOUTH DAKOTA






Aurora




Beadle




Bennett




Bon Homme




Brookings




Brown







Brule




Buffalo




Butte




Campbell




Charles Mix




Clark







Clay




Codington




Corson




Custer




Davison




Day









- 39 -









 







Deuel




Dewey




Douglas




Edmunds




Fall River




Faulk




Grant




Gregory




Haakon




Hamlin




Hand




Hanson




Harding




Hughes




Hutchinson




Hyde







Jackson




Jerauld




Jones




Kingsbury




Lake




Lawrence




Lincoln




Lyman




McCook




McPherson




Marshall




Meade




Mellette




Miner




Minnehaha




Moody







Pennington




Perkins




Potter




Roberts




Sanborn




Shannon




Spink




Stanley




Sully




Todd




Tripp




Turner




Union




Walworth




Yankton




Ziebach









TENNESSEE






Anderson




Bedford




Benton




Bledsoe




Blount







Bradley




Campbell




Cannon




Carroll




Carter







Cheatham




Chester




Claiborne




Clay




Cocke









- 40 -









 







Coffee




Crockett




Cumberland




Davidson




Decatur




DeKalb




Dickson




Dyer




Fayette




Fentress




Franklin




Gibson




Giles




Grainger




Greene




Grundy




Hamblen




Hamilton




Hancock




Hardeman




Hardin




Hawkins




Haywood




Henderson




Henry







Hickman




Houston




Humphreys




Jackson




Jefferson




Johnson




Knox




Lake




Lauderdale




Lawrence




Lewis




Lincoln




Loudon




McMinn




McNairy




Macon




Madison




Marion




Marshall




Maury




Meigs




Monroe




Montgomery




Moore




Morgan







Obion




Overton




Perry




Pickett




Polk




Putnam




Rhea




Roane




Robertson




Rutherford




Scott




Sequatchie




Sevier




Shelby




Smith




Stewart




Sullivan




Sumner




Tipton




Trousdale




Unicoi




Union




Van Buren




Warren




Washington









- 41 -









 







Wayne




Weakley







White




Williamson







Wilson









TEXAS






Anderson




Andrews




Angelina




Aransas




Archer




Armstrong




Atascosa




Austin




Bailey




Bandera




Bastrop




Baylor




Bee




Bell




Bexar




Blanco




Borden




Bosque




Bowie







Brazoria




Brazos




Brewster




Briscoe




Brooks




Brown




Burleson




Burnet




Caldwell




Calhoun




Callahan




Cameron




Camp




Carson




Cass




Castro




Chambers




Cherokee




Childress







Clay




Cochran




Coke




Coleman




Collin




Collingsworth




Colorado




Comal




Comanche




Concho




Cooke




Coryell




Cottle




Crane




Crockett




Crosby




Culberson




Dallam




Dallas









- 42 -









 







Dawson




Deaf Smith




Delta




Denton




De Witt




Dickens




Dimmit




Donley




Duval




Eastland




Ector




Edwards




Ellis




El Paso




Erath




Falls




Fannin




Fayette




Fisher




Floyd




Foard




Fort Bend




Franklin




Freestone




Frio







Gaines




Galveston




Garza




Gillespie




Glasscock




Goliad




Gonzales




Gray




Grayson




Gregg




Grimes




Guadalupe




Hale




Hall




Hamilton




Hansford




Hardeman




Hardin




Harris




Harrison




Hartley




Haskell




Hays




Hemphill




Henderson







Hidalgo




Hill




Hockley




Hood




Hopkins




Houston




Howard




Hudspeth




Hunt




Hutchinson




Irion




Jack




Jackson




Jasper




Jeff Davis




Jefferson




Jim Hogg




Jim Wells




Johnson




Jones




Karnes




Kaufman




Kendall




Kenedy




Kent









- 43 -









 







Kerr




Kimble




King




Kinney




Kleberg




Knox




Lamar




Lamb




Lampasas




La Salle




Lavaca




Lee




Leon




Liberty




Limestone




Lipscomb




Live Oak




Llano




Loving




Lubbock




Lynn




McCulloch




McLennan




McMullen




Madison







Marion




Martin




Mason




Matagorda




Maverick




Medina




Menard




Midland




Milam




Mills




Mitchell




Montague




Montgomery




Moore




Morris




Motley




Nacogdoches




Navarro




Newton




Nolan




Nueces




Ochiltree




Oldham




Orange




Palo Pinto







Panola




Parker




Parmer




Pecos




Polk




Potter




Presidio




Rains




Randall




Reagan




Real




Red River




Reeves




Refugio




Roberts




Robertson




Rockwall




Runnels




Rusk




Sabine




San Augustine




San Jacinto




San Patricio




San Saba




Schleicher









- 44 -









 







Scurry




Shackelford




Shelby




Sherman




Smith




Somervell




Starr




Stephens




Sterling




Stonewall




Sutton




Swisher




Tarrant




Taylor




Terrell




Terry







Throckmorton




Titus




Tom Green




Travis




Trinity




Tyler




Upshur




Upton




Uvalde




Val Verde




Van Zandt




Victoria




Walker




Waller




Ward




Washington







Webb




Wharton




Wheeler




Wichita




Wilbarger




Willacy




Williamson




Wilson




Winkler




Wise




Wood




Yoakum




Young




Zapata




Zavala









UTAH






Beaver




Box Elder




Cache




Carbon




Daggett







Davis




Duchesne




Emery




Garfield




Grand







Iron




Juab




Kane




Millard




Morgan









- 45 -









 







Piute




Rich




Salt Lake




San Juan




Sanpete







Sevier




Summit




Tooele




Uintah




Utah







Wasatch




Washington




Wayne




Weber









VERMONT






Addison




Bennington




Caledonia




Chittenden




Essex







Franklin




Grand Isle




Lamoille




Orange




Orleans







Rutland




Washington




Windham




Windsor









VIRGINIA






Accomack




Albemarle




Alleghany




Amelia




Amherst




Appomattox




Arlington




Augusta




Bath







Bedford




Bland




Botetourt




Brunswick




Buchanan




Buckingham




Campbell




Caroline




Carroll







Charles City




Charlotte




Chesterfield




Clarke




Craig




Culpeper




Cumberland




Dickenson




Dinwiddie









- 46 -









 







Essex




Fairfax




Fauquier




Floyd




Fluvanna




Franklin




Frederick




Giles




Gloucester




Goochland




Grayson




Greene




Greensville




Halifax




Hanover




Henrico




Henry




Highland




Isle of Wight




James City




King and Queen




King George




King William







Lancaster




Lee




Loudoun




Louisa




Lunenburg




Madison




Mathews




Mecklenburg




Middlesex




Montgomery




Nelson




New Kent




Northampton




Northumberland




Nottoway




Orange




Page




Patrick




Pittsylvania




Powhatan




Prince Edward




Prince George




Prince William







Pulaski




Rappahannock




Richmond




Roanoke




Rockbridge




Rockingham




Russell




Scott




Shenandoah




Smyth




Southampton




Spotsylvania




Stafford




Surry




Sussex




Tazewell




Warren




Washington




Westmoreland




Wise




Wythe




York









      





Alexandria







Bedford







Bristol









- 47 -









 







Buena Vista




Charlottesville




Chesapeake




Clifton Forge




Colonial Heights




Covington




Danville




Emporia




Fairfax




Falls Church




Franklin




Fredericksburg




Galax







Hampton




Harrisonburg




Hopewell




Lexington




Lynchburg




Manassas




Manassas Park




Martinsville




Newport News




Norfolk




Norton




Petersburg




Poquoson







Portsmouth




Radford




Richmond




Roanoke




Salem




South Boston




Staunton




Suffolk




Virginia Beach




Waynesboro




Williamsburg




Winchester









WASHINGTON






Adams




Asotin




Benton




Chelan




Clallam




Clark




Columbia




Cowlitz







Douglas




Ferry




Franklin




Garfield




Grant




Grays Harbor




Island




Jefferson







King




Kitsap




Kittitas




Klickitat




Lewis




Lincoln




Mason




Okanogan









- 48 -









 







Pacific




Pend Oreille




Pierce




San Juan




Skagit







Skamania




Snohomish




Spokane




Stevens




Thurston







Wahkiakum




Walla Walla




Whatcom




Whitman




Yakima









WEST VIRGINIA






Barbour




Berkeley




Boone




Braxton




Brooke




Cabell




Calhoun




Clay




Doddridge




Fayette




Gilmer




Grant




Greenbrier




Hampshire




Hancock




Hardy







Harrison




Jackson




Jefferson




Kanawha




Lewis




Lincoln




Logan




McDowell




Marion




Marshall




Mason




Mercer




Mineral




Mingo




Monongalia




Monroe







Morgan




Nicholas




Ohio




Pendleton




Pleasants




Pocahontas




Preston




Putnam




Raleigh




Randolph




Ritchie




Roane




Summers




Taylor




Tucker




Tyler









- 49 -









 







Upshur




Wayne




Webster







Wetzel




Wirt




Wood







Wyoming









WISCONSIN






Adams




Ashland




Barron




Bayfield




Brown




Buffalo




Burnett




Calumet




Chippewa




Clark




Columbia




Crawford




Dane




Dodge




Door




Douglas




Dunn




Eau Claire







Florence




Fond du Lac




Forest




Grant




Green




Green Lake




Iowa




Iron




Jackson




Jefferson




Juneau




Kenosha




Kewaunee




La Crosse




Lafayette




Langlade




Lincoln




Manitowoc







Marathon




Marinette




Marquette




Menominee




Milwaukee




Monroe




Oconto




Oneida




Outagamie




Ozaukee




Pepin




Pierce




Polk




Portage




Price




Racine




Richland




Rock









- 50 -









 







Rusk




St. Croix




Sauk




Sawyer




Shawano




Sheboygan







Taylor




Trempealeau




Vernon




Vilas




Walworth




Washburn







Washington




Waukesha




Waupaca




Waushara




Winnebago




Wood









WYOMING






Albany




Big Horn




Campbell




Carbon




Converse




Crook




Fremont




Goshen







Hot Springs




Johnson




Laramie




Lincoln




Natrona




Niobrara




Park




Platte







Sheridan




Sublette




Sweetwater




Teton




Uinta




Washakie




Weston










- 51 -