exv10w4



 




EXHIBIT
10.4



EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is entered into effective as of May 7, 2007 by and
between The Shaw Group Inc., a Louisiana corporation (collectively with the affiliates and
subsidiaries hereinafter referred to as “Company”), and Clifton Scott Rankin (“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 continues to employ 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
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



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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
second anniversary of the fixed term date. 

     3. Employee’s Duties. During the Term of this Agreement, Employee shall serve as
Secretary and General Counsel 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”) or the Chief
Executive Officer, as the case may be, 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 his current base salary as of the date of this Agreement (“Base
Compensation”), per annum payable in



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accordance with the Company’s customary pay periods and
subject to customary withholdings. The amount of Base Compensation may 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.




     (b) Bonus. The Company shall pay Employee a bonus of not less than $50,000
for the fiscal year ending August 31, 2007, which shall be payable prior to December
31, 2007; such bonus subject to customary withholdings.




     (c) Vacation. Employee shall be entitled to three (3) weeks of vacation
per year increasing to four (4) weeks per year



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after January 1, 2008, 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 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.



     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 indirectly, disclose to any third party without the
written



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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 not be entitled to
further compensation pursuant to this



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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 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. This provision shall not be exclusive and shall be in
addition to death benefits payable by the Company or any insurer under any plan.




     (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



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terminated
during the Term by the Company for any reason other than his Misconduct or
Disability or in the event of Death (all as defined herein), 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, and (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



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the date of termination an amount equal to the product of (i)
Employee’s highest bonus paid by the Company during the most recent two (2)
years immediately prior to the Date of Termination, multiplied by (ii) the
Remaining Term.




     (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 than such conduct resulting from Employee’s
incapacity due



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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.




     (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; and (2) continue to receive paid group health
and dental insurance benefits for Employee and his dependents for the twelve (12)
month period beginning with Date of Termination.




     (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



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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 Secretary and General Counsel of the Company;




     (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 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 occurrence of any Corporate Change (as defined below), but only
if (i) Employee is not retained, (ii) this Agreement is not assigned to a
successor person or



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entity, or (iii) Employee is retained, but is terminated
from his employment within one hundred twenty (120) 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 of the Company), (iii) the
Company is to be dissolved and liquidated, (iv) 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 Exchange Act but excluding any 10% or larger shareholder of
record of the Company as of January 10, 2007, 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 50% 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.



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“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 (i) if by the Company and for
Misconduct or Disability, shall set forth in reasonable detail the reason for such
termination of Employee’s employment, or (ii) 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 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



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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).




     (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.



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     8. Nondisclosure and Noncompetition. Employee agrees that, as part of the
consideration for this Agreement and as an integral part hereof, he has signed and agrees to be
bound by the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A, as well as
any subsequent addenda thereto.



     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.



     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



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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 unenforcability 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) 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,



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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 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



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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 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.



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     IN WITNESS WHEREOF, the parties have executed this Agreement on June 22, 2007, effective for
all purposes as provided above.



	 	 	 	 	 
	 	 	THE SHAW GROUP INC.
	 
	 	 	 	 
	 

	 	/s/ Gary P. Graphia	 	 
	 

	 	 	 	 
	 

	 	By: Gary P. Graphia, Executive Vice President	 	 






	 	 	 	 	 
	EMPLOYEE:
	 
	 	 	 	 
	Name:

	 	/s/ Clifton Rankin	 	 
	 

	 	 	 	 
	 

	 	Clifton Scott Rankin	 	 
	 

	 	Secretary and General Counsel	 	 






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THE SHAW GROUP INC.




NONDISCLOSURE AND NONCOMPETITION AGREEMENT




     This Nondisclosure and Noncompetition Agreement (“Agreement”) is made and entered into on the
date indicated below between The Shaw Group Inc. and any and all its affiliated companies, as set
forth in Exhibit A, (collectively, “the Company”) and Clifton Scott Rankin (“Executive”).



RECITALS



1. The Company desires to continue to employ Executive, and Executive desires to continue
employment with the Company, during which employment Executive shall perform those duties set forth
in his 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 Company agree as follows:



AGREEMENT




     Section 1. Confidentiality. Executive will not, during Executive’s employment or any
period thereafter, directly or indirectly, disclose or make available to any person, firm,
corporation, association or other entity, or use any “Confidential Information” for any reason or
purpose whatsoever, except as necessary in the course or performing Executive’s duties under his
Employment Agreement or unless otherwise required by court order, subpoena, or other



 









 







government or
legal process. For purposes of this section “ Confidential Information” shall mean information
disclosed to Executive or known by Executive as a consequence of or through Executive’s
relationship with the Company or its affiliates, about the Company’s and its affiliates’ customers,
employees, contractors, business methods, public relations methods, organization, pricing
information, plans, strategies, proposed bids, proposals, product information, procedures or
finances, including, without limitation, information of or relating to customers and customer
lists. Confidential Information shall not include any information that (i) was publicly known at
the time of disclosure to Executive; (ii) becomes publicly known or available thereafter other than
by any means in violation of this Agreement or any other duty owed to the Company by any person or
entity; or (iii) is lawfully disclosed to Executive by a third party. Upon termination of
Executive’s employment with the Company, regardless of the
reason, all Confidential Information in Executive’s possession, including copies, duplicates,
and electronic files, shall be returned to the Company and shall not be retained by Executive or
furnished to any third party.



     Section 2. 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 or any or all of its affiliates.



     Section 3. 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
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 4. 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:



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     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”).



     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.



     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 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, he 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, he agrees to sign addenda to this Agreement which update the description of
the





 




			
	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 3 of 8 -









 









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.




     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:



     (a) 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;



     (b) 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



     (c) 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 provide in the
Restricted Area the same or similar services or conduct the same or similar business as the Company
or its affiliates. Notwithstanding the foregoing, Executive shall not be prohibited from owning or
investing in publicly-traded debt or equity securities of any competitor of the Company or any
other entity, provided that in the case of a competitor described in clause (c)


- Page 4 of 8 -









 






 above, such
ownership or investment does not equal or exceed 5% of the issued and outstanding amount of the
debt or equity securities of said competitor.




     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 5. 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 1, 3, and 4 are reasonable and necessary, that the damages that
would be suffered as a result of a breach or threatened breach by Executive of Sections 1, 3, and 4
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. Consequently, Executive
expressly consents and agrees that the Company may, in



- Page 5 of 8 -









 







addition to any other available remedies
that the
Company may be entitled in law or in equity, enforce the provisions of Sections 1, 3, and/or 4
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. Executive and the Company agree that any dispute regarding the
covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved
through arbitration. Given the recitals set forth in Section 4 above, 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. 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.



     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 5(d)
above. 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 5(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



- Page 6 of 8 -









 







waived. The provisions of this Section
5(e) do not preclude Executive from filing a complaint with any federal, state, or other
governmental administrative agency, if at all applicable. The provisions of this Section 5(e)
supersede any conflicting provision contained in any Employment Agreement or other agreement
between Executive and the Company.



     (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.
This provision supersedes any conflicting provision contained in any Employment Agreement or other
agreement between Executive and the Company.



     (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 hereto, together with their
respective executors, administrators, personal representatives, and heirs, and, in the case of the
Company, permitted successors and assigns.



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



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



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



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



- Page 7 of 8 -









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 22 day of June,
2007.



	 	 	 	 	 	 	 
	COMPANY:

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

	 	 	 	/s/ Clifton Rankin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Clifton Scott Rankin	 	 
	 
	 	 	 	 	 	 
	By:       Gary P. Graphia
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Gary P. Graphia
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:     Executive Vice President
	 	 	 	 	 	 







- Page 8 of 8 -












 









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 -