Registration Rights Agreement (2000)Full Document 

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                  REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is made and entered
into as of July 14,  2000,  by and  between  The Shaw Group  Inc.,  a  Louisiana
corporation  (the  "Company"),  and Stone &  Webster,  Incorporated,  a Delaware
corporation  ("S&W"  and,  together  with  its  subsidiaries  set  forth  on the
signature page hereto, the "Holders" and each, a "Holder").

        This Agreement is made pursuant to that certain Asset Purchase
Agreement,  dated as of July 14,  2000,  between the Company and S&W (as amended
from time to time,  the "Purchase  Agreement").  In order to induce S&W to enter
into the Purchase  Agreement,  the Company has agreed to provide the Holders the
registration  rights set forth in this Agreement.  The execution and delivery of
this  Agreement  by the  Company  and S&W is a  condition  to the closing of the
transactions contemplated in the Purchase Agreement.

     The parties hereby agree as follows:

1.   Definitions

     All capitalized terms used but not otherwise defined herein have the
meanings  ascribed to such terms in the Purchase  Agreement.  In addition to any
other terms defined in this Agreement,  the following capitalized terms have the
following meanings:

     Exchange Act: the Securities Exchange Act of 1934, as amended from
                   time to time.

     Holders and Holder:  as defined in the preamble to this Agreement.

     NASD:  the National Association of Securities Dealers, Inc.

     Prospectus: the prospectus included in any Registration Statement, as
amended or  supplemented  by any amendments and  supplements to the  prospectus,
including  post-effective  amendments and all material incorporated by reference
in such prospectus.

     Registrable Securities:  the 1,976,085 shares of Common Stock issued to
the Holders pursuant to the Purchase Agreement (including the shares that are
held in the Indemnity Deposit and the LC Deposit), and any Common Stock or other
security issued or issuable with respect to such shares of Common Stock by
reason of a dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization of the
Company; provided, however, that a security ceases to be a Registrable Security
when (i) a Registration Statement covering such Registrable Securities has been
declared effective under the Securities Act by the SEC and such Registrable
Securities have been disposed of pursuant to such effective Registration
Statement, (ii) the entire amount of then outstanding Registrable Securities may
be sold within a three- month period pursuant to Rule 144 (or any successor
provision then in effect) promulgated under the Securities Act ("Rule 144"),
(iii) such Registrable Securities have been sold to a Person other than a Holder
of Subsidiary or Affiliate thereof pursuant to Rule 144 or (iv) such Registrable
Securities are transferred to a Person other than a Holder or Subsidiary or
Affiliate thereof in accordance with Section 9(b).

     Registration Statement:  a registration statement covering the registration
of Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration
Statement or Prospectus, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.

     SEC: means the Securities and Exchange Commission.

     Securities Act: means the Securities Act of 1933, as amended.

     Underwritten Offering:  a registration in which securities of the Company
(including any Registrable Securities included therein) are sold to an
underwriter or underwriters on a firm commitment or best efforts basis for
reoffering to the public.

2.   Shelf Registration.

     (a)  Filing and Effectiveness of Shelf Registration.  As soon as practical
after the Closing Date, but in no event later
than the 45th day after the Closing Date, the Company shall file with the SEC a
Registration Statement under the Securities Act for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable

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