The Shaw Group Audit Committee Charter

THE SHAW GROUP INC. Audit Committee Charter (adopted as of December 16, 2003) Purpose The primary purpose of the Audit Committee (the "Committee") of The Shaw Group Inc. (the "Company") is to (a) assist the Board of Directors (the "Board") in the Board's oversight of (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the Company's systems of internal accounting and financial controls; (iv) the performance of the annual independent audit of the Company's financial statements; (v) the independent auditor's qualifications and independence; and (vi) the performance of the Company's internal audit function, and (b) prepare an Audit Committee Report in conformity with rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company's annual proxy statement. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or consultants, or incur other expenses for this purpose, which expenses the Company shall pay. The Committee may also meet with the Company’s investment bankers or financial analysts who follow the Company. The Committee may require any officer or employee of the Company or any of its subsidiaries, the Company’s outside legal counsel, and the ...