X0303 4 2009-10-01 0 0000914024 SHAW GROUP INC SHAW 0001420003 Kershaw Michael J. 4171 ESSEN LANE BATON ROUGE LA 70809 0 1 0 0 See Below Common Stock 2009-10-01 4 F 0 266 30.49 D 2207 D In accordance with the Company's 2001 Employee Incentive Compensation 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 withholding due upon the vesting of restricted shares previously awarded to the reporting person under the Plan. Relationship of Reporting Person(s) to Issuer: Senior Vice President and Chief Accounting Officer * /s/ Michael J. Kershaw * Pursuant to Power of Attorney previously filed 2009-10-02