X0303 4 2010-01-04 0 0000914024 SHAW GROUP INC SHAW 0001221429 FERRAIOLI BRIAN K 4171 ESSEN LANE BATON ROUGE LA 70809 0 1 0 0 (see below) Common Stock 2010-01-04 4 F 0 6108 28.82 D 21412 D In accordance with the Company's 2001 Employee Incentive Compensation Plan and/or the Company's 2008 Omnibus Incentive Plan (the "Plan"), the reporting person returned shares of the Company's stock to the Company for the purpose of paying the reporting person's tax withholdings due upon the vesting of restricted share units previously awarded to the reporting person under the Plan. Relationship of Reporting Person(s) to Issuer: Executive Vice President and Chief Financial Officer * /s/ Brian K. Ferraioli * Pursuant to a Power of Attorney previously filed 2010-01-06