NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.18

NONQUALIFIED STOCK OPTION AGREEMENT

The Shaw Group Inc.
2008 Omnibus Incentive Plan

     This Nonqualified Stock Option Agreement (“Agreement”) dated as of _________, 2009 (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and Name of Recipient (the “Optionee”), pursuant to 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 # of Shares 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 or 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 a nonqualified stock option or NQSO as defined in the Plan.

          (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) With the exception of the Optionee’s death, disability or retirement, the ramifications of which are expressly provided for in the Plan, and subject to earlier expiration of this Option as set forth below and in the Plan, the Option shall not be exercisable for more than a percentage of the aggregate number of shares subject to the Option determined by the number of full years from the date of this Agreement to the date of exercise in accordance with the following schedule:

     Notwithstanding the above, the Options shall become fully vested upon the death of the Optionee. In addition and as provided in the Employment Agreement, the Options shall become fully vested upon the disability of the Optionee, involuntary termination of the Optionee, or upon a corporate change.

          (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 Optio