<PAGE>
                                                                    EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT


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

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

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

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

         2. Term of Employment. Subject to the provisions for earlier
termination provided in this Agreement, the term of this agreement (the "Term")
shall be two (2) years commencing on the date hereof, and shall be automatically
renewed on each day following the date hereof so that on any given day the
unexpired portion of the Term of this Agreement shall be two (2) years.
Notwithstanding the foregoing provision, at any time after the date hereof the
Company or Employee may give written notice to the other party


                                  Page 1 of 22
<PAGE>


that the Term of this Agreement shall not be further renewed from and after a
subsequent date specified in such notice (the "fixed term date"), in which event
the Term of this Agreement shall become fixed and this Agreement shall terminate
on the third anniversary of the fixed term date.

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

         Employee agrees to devote his full attention and time during normal
business hours to the business and affairs of the Company and to use reasonable
best efforts to perform faithfully and efficiently his duties and
responsibilities. Employee shall not, either directly or indirectly, enter into
any business or employment with or for any person, firm, association or
corporation other than the Company during the Term of this Agreement; provided,
however, that Employee shall not be prohibited from making financial investments
in any other company or business or from serving on the board of directors of
any other company. Employee shall at all times observe and comply with all
lawful directions and instructions of the Board.

         4. Base Compensation. For services rendered by Employee under this
Agreement, the Company shall pay to Employee a base salary ("Base Compensation")
of $415,000.00 per annum payable in accordance with the


                                  Page 2 of 22
<PAGE>

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

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

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


                                  Page 3 of 22
<PAGE>


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

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

                           (d) General Benefits. Employee shall be entitled to
                  participate in the various employee benefit plans or programs
                  provided to the employees of the company in general, including
                  but not limited to, health, dental, disability, 401K and life
                  insurance plans, subject to the eligibility requirements with
                  respect to each of such benefit plans or programs, and such
                  other benefits or


                                  Page 4 of 22
<PAGE>


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

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

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

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


                                  Page 5 of 22
<PAGE>


         indirectly, disclose to any third party without the written permission
         of the Company, nor use in any way (except as required in the course of
         his employment with the Company) any confidential information, secret
         or proprietary information of the Company. In the event of a breach or
         threatened breach of the provisions of this Section 6 (a), the Company
         shall be entitled, in addition to any other remedies available to the
         Company, to an injunction restraining Employee from disclosing such
         confidential information.

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

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

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


                                  Page 6 of 22
<PAGE>


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

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

                  (c) Discharge.

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


                                  Page 7 of 22
<PAGE>


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


                                  Page 8 of 22
<PAGE>


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

                           (ii) Notwithstanding the foregoing provisions of this
                  Section 7, in the event Employee is terminated because of
                  Misconduct, the Company shall have no obligations pursuant to
                  this Agreement after the Date of Termination other than the
                  payment of any unpaid Base Compensation accrued through the
                  Date of Termination. As used herein, "Misconduct" means (a)
                  the continued failure by Employee to substantially perform his
                  duties with the Company (other than any such failure resulting
                  from Employee's incapacity due to physical or mental illness
                  or any such actual or anticipated failure after the issuance
                  of a Notice of Termination by Employee for Good Reason), after
                  a written demand for substantial performance is delivered to
                  Employee by the Board, which demand specifically identifies
                  the manner in which the Board believes that Employee has not
                  substantially performed his duties, (b) the-engaging by
                  Employee in conduct which is demonstrably and materially
                  injurious to the Company, monetarily or otherwise (other


                                  Page 9 of 22
<PAGE>


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

                  (d) Disability. If Employee shall have been absent from the
         full-time performance of Employee's duties with the Company for ninety
         (90) consecutive calendar days as a result of Employee's incapacity due
         to physical or mental illness, Employee's employment may be terminated
         by the Company for "Disability" and Employee shall not be entitled to
         further compensation pursuant to this Agreement, except that Employee
         shall (1) be paid monthly (but only for up to a twelve (12) month
         period beginning with the Date of Termination) the amount by which
         Employee's monthly Base Compensation exceeds the monthly benefit
         received by Employee pursuant to any disability insurance covering
         Employee; (2) continue to receive paid group health and dental
         insurance benefits for Employee and his dependents for up to twelve
         (12) month period beginning with Date of Termination; and


                                 Page 10 of 22
<PAGE>


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

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

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

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

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

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


                                 Page 11 of 22
<PAGE>


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

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

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

                  A "Corporate Change" shall occur if (i) the Company shall not
         be the surviving entity in any merger or consolidation (or survives
         only as a subsidiary of another entity), (ii) the Company sells all or
         substantially all of its assets to any other person or entity (other
         than a wholly-owned subsidiary), (iii) the Company is to be dissolved
         and liquidated, (iv) when any "person" as defined in Section 3(a)(9) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         and as used in Sections 13 (d) and 14 (d) thereof, including a "group"
         as defined in Section 13 (d) of the


                                 Page 12 of 22
<PAGE>


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

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


                                 Page 13 of 22
<PAGE>


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

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

                  (h) Mitigation. Employee shall not be required to mitigate the
         amount of any payment provided for in this Section 7 by seeking other
         employment or otherwise, nor shall the amount of any payment provided
         for in this Agreement be reduced by any compensation earned by Employee
         as a result of employment by another employer, except that any
         severance amounts payable to Employee pursuant to the Company's
         severance plan or policy for employees in general shall reduce the
         amount otherwise payable pursuant to Sections 7(c)(i) or 7(e).


                                 Page 14 of 22
<PAGE>


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

         8. Non-Compete.

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


                                 Page 15 of 22
<PAGE>


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


                                 Page 16 of 22
<PAGE>


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


                                 Page 17 of 22
<PAGE>


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

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

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


                                 Page 18 of 22
<PAGE>


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

         11. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
Company at its principal office address, directed to the attention of the Board
with a copy to the Secretary of the Company, and to Employee at Employee's
residence address on the records of the Company or to such other address as
either party may have furnished to the other in writing in accordance herewith
except that notice of change of address shall be effective only upon receipt.

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

         13. Successors; Binding Agreement.

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


                                 Page 19 of 22
<PAGE>


         to all or substantially all of the business and/or assets of the
         Company to expressly assume and agree to perform this Agreement in the
         same manner and to the same extent that the Company would be required
         to perform it if no such succession had taken place. Failure of the
         Company to obtain such agreement prior to the effectiveness of any such
         succession shall be a breach of this Agreement and shall entitle
         Employee to compensation from the Company in the same amount and on the
         same terms as he would be entitled to hereunder if he terminated his
         employment for Good Reason, except that for purposes of implementing
         the foregoing, the date on which any such succession becomes effective
         shall be deemed the Date of Termination. As used herein, the term
         "Company" shall include any successor to its business and/or assets as
         aforesaid which executes and delivers the Agreement provided for in
         this Section 13 or which otherwise becomes bound by all terms and
         provisions of this Agreement by operation of law.

                  (b) This Agreement and all rights of Employee hereunder shall
         inure to the benefit of and be enforceable by Employee's personal or
         legal representatives, executors, administrators, successors, heirs
         distributees, devisees and legatees. if Employee should die while any
         amounts would be payable to him hereunder if he had continued to live,
         all such amounts, unless otherwise


                                 Page 20 of 22
<PAGE>


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

         14. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Employee and such officer as may be specifically
authorized by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or in compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. This Agreement is an integration of the parties
agreement; no agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party, except those which are set forth expressly in this Agreement. THE
VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.

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

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


                                 Page 21 of 22
<PAGE>


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

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

                                       THE SHAW GROUP INC.

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

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


                                 Page 22 of 22


<PAGE>
                               AMENDMENT NO. 1 TO
                     EMPLOYMENT AGREEMENT OF RICHARD F. GILL

         This Amendment No. 1 to the Employment Agreement (the "Amendment") is
entered into effective as of January 10, 2001, by and between The Shaw Group
Inc., a Louisiana corporation ("Company"), and Richard F. Gill ("Gill").

         WHEREAS, the Company and Gill are parties to that certain Employment
Agreement entered into as of May 5, 2000 (as amended by this Amendment the
"Agreement"); and

         WHEREAS, the Company wishes to ensure the retention of the services of
Gill as Chief Operating Officer and Executive Vice President of the Company,
subject to and in accordance with the terms and provisions of this Agreement;
and

         WHEREAS, Gill desires to be employed by the Company subject to and in
accordance with the provisions of this Agreement.
         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. AMENDMENTS.

A.       Section 2 of the Agreement shall be deleted and replaced with the
following text:

                  2. Term. Subject to the provisions this Agreement, the term of
         this Agreement (the "Term") shall be three (3) years commencing on the

                                   Page 1 of 2
<PAGE>

         date hereof, and shall be automatically renewed on each day following
         the date hereof so that on any given day the unexpired portion of the
         Term of this Agreement shall be three (3) years. Notwithstanding the
         foregoing provision, at any time after the date hereof the Company or
         Gill may give written notice to the other party that the Term of this
         Agreement shall not be further renewed from and after a subsequent date
         specified in such notice (the "fixed term date"), in which event the
         Term of this Agreement shall become fixed and this Agreement shall
         terminate on the tenth anniversary of the fixed term date.

B.       From and after the date of this Amendment, "Agreement" as used in the
original Agreement and Amendment No. 1 shall mean the Agreement as amended by
Amendment No. 1.

         IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on
March 13, 2001, effective for all purposes as provided above.

                                                 THE SHAW GROUP INC.

                                                 By:
                                                    ----------------------------

                                                 Name:
                                                      --------------------------

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


                                   Page 2 of 2