X0202 3 2007-12-20 0 0000914024 SHAW GROUP INC SGR 0001420003 Kershaw Michael J. 4171 ESSEN LANE BATON ROUGE LA 70809 0 1 0 0 See Below Common Stock (Restricted Shares) 2527 D Employee Stock Option (Right to Buy) 59.36 2007-10-01 2017-10-01 Common Stock 5792 D Restricted Stock Units Common Stock 1344 D Employee Stock Options (Right to Buy) 67.19 2008-12-07 2017-12-07 Common Stock 2494 D Restricted stock award granted on October 1, 2007 under the Company's 2001 Employee Incentive Stock Option Plan, that vests in three (3) equal annual installments of 33% each, commencing on October 1, 2008. Stock option grant awarded on October 1, 2007, under the Company's 2001 Employee Incentive Compensation Plan, that vests in four (4) equal annual installments of 25% each, commencing on October 1, 2008. The restricted stock units vest in four (4) equal annual installments of 25% each commencing on December 7, 2008. This number is the total number of restricted stock units granted. This stock option grant was awarded on December 7, 2007, and will vest in four (4) equal annual installments of 25% each, commencing on December 7, 2008. Relationship of Reporting Person(s) to Issuer: Senior Vice President and Corporate Controller /s/ Michael J. Kershaw 2007-12-21