INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.9

INCENTIVE STOCK OPTION AGREEMENT

The Shaw Group Inc.
2008 Omnibus Incentive Plan

     This Incentive Stock Option Agreement (“Agreement”) dated as of Grant Date (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and Award Recipient (the “Optionee”), pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Plan”).

     THE PARTIES HERETO AGREE AS FOLLOWS:

     1.  Grant of Option . In consideration of the services performed and to be performed by the Optionee, the Company hereby grants to the Optionee an option (the “Option”) under the Plan to purchase a total of # Options of the Company’s no par value common stock (the “Common Stock”), upon the following terms and conditions:

          (a) The Option is granted under and pursuant to the Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, and the Option is subject to all of the provisions thereof. In case of conflict between one or more provisions of this Agreement and one ore more provisions of the Plan, the provision(s) of the Plan shall govern. Capitalized terms used herein without definition shall have the same meanings given such terms in the Plan. The Optionee represents and warrants that he or she has read the Plan and is fully familiar with all the terms and conditions of the Plan and agrees to be bound thereby.

          (b) The Option is an incentive stock option or ISO (as defined in the Plan) that is intended to be governed by Section 422 of the Internal Revenue Code, as amended (the “Code”).

          (c) The Exercise Price of the Option is $ price per share (the fair market value per share on the date of grant of the Option).

     2.  Exercise of Option .

          (a) Subject to earlier expiration of the Option as set forth below and in the Plan, the Option shall be exercisable for more than a percentage of the aggregate number of shares subject to the Option in accordance with the following schedule:

          (b) Notwithstanding any other provision of this Agreement or the Plan, the Option shall not be exercised prior to the date on which the shareholders of the Company approve the adoption of the Plan. The Option may not be exercised unless, at the date of exercise (i) a registration statement under the Securities Act of 1933, as amended, relating to the Shares covered by the Option shall be in effect, or (ii) an exemption from registration is applicable to the shares in the opinion of counsel for the Company.

      3.  Termination of Option . Except as otherwise provided herein, the Option shall terminate:

          (a) upon the expiration of ten (10) years from the date of this Agreement, or if sooner,

          (b) three (3) months after termination of employment of the Optionee, unless employment is terminated (i) as a result of death, disability or retirement, in which case the right of the Optionee or his or her representative to purchase shares of Common Stock hereunder shall expire as of the first anniversary following such termin