GLOVER ROY MONTGOMERY 4

4 · SHAW GROUP INC · Filed Dec 17, 2009

Form 4

Period: 2009-01-28

see below

Transactions

Disposition to Issuer
Restricted Stock Units
2009-01-28−29,420→ 29,420 total
From: 2010-01-01Exp: 2018-10-31→ Common Stock (29,420 underlying)
Disposition to Issuer
Restricted Stock Units
2009-01-28−16,070→ 16,070 total
From: 2010-01-01Exp: 2018-10-31→ Common Stock (16,070 underlying)
Award
Restricted Stock Units
2009-01-28+29,420→ 29,420 total
→ Common Stock (29,420 underlying)
Award
Restricted Stock Units
2009-01-28+16,070→ 16,070 total
→ Common Stock (16,070 underlying)

Footnotes (7)

[F1]Each restricted stock unit represents a contingent right to recieve one share of the Company's no par value common stock.
[F2]Restricted stock units that were originally granted on 10/31/2008 pursuant to the Company's 2001 Employee Incentive Compensation Plan and cancelled on 01/28/2009.
[F3]Represents the total number of restricted stock units cancelled.
[F4]Restricted stock units that were granted pursuant to the Company's 2008 Omnibus Incentive Plan on 01/28/2009 and correspond to the number of units granted on 10/31/2008 under the Company's 2001 Employee Incentive Compensation Plan and cancelled on 01/28/2009.
[F5]Represents the total number of restricted stock units granted.
[F6]Effective 01/28/2009, the reporting person received an award of restricted stock units that will vest in four (4) equal annual installments of 25% each commencing January 1, 2010.
[F7]Effective 01/28/2009, the reporting person received an award of restricted stock units that will vest in three (3) equal annual installments of 33% each commencing January 1, 2010.

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