X0304 4 2012-02-01 0 0000914024 SHAW GROUP INC SHAW 0001540479 Poche Timothy J 4171 ESSEN LANE BATON ROUGE LA 70809 0 1 0 0 See Remarks Restricted Stock Units 2012-02-01 4 A 0 3512 0.00 A 3512 D Each restricted stock unit represents a contingent right to recieve, at the Issuer's discretion, either one share of the Issuer's no par value common stock or receive a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date or a combination of both. The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on February 1, 2013. Relationship of Reporting Person(s) to Issuer: Senior Vice President and Chief Accounting Officer /s/ Timothy J. Poche, pursuant to a Power of Attorney 2012-02-03