Shaw Announces Pricing of JPY 128.98 Billion Limited-Recourse Bonds



    The Shaw Group Inc. (NYSE: SGR) announced today that its
    wholly-owned subsidiary, Nuclear Energy Holdings, L.L.C. (NEH), has
    priced its private offering of yen-denominated JPY 128.98 billion face
    amount of limited-recourse bonds being marketed to investors in Japan
    and elsewhere outside the United States, to be used to finance its
    previously announced acquisition of 20% of the Westinghouse
    Acquisition Companies. The bonds are to be issued in two tranches, a
    floating-rate tranche and a fixed-rate tranche; and will mature March
    15, 2013. The JPY 78.00 billion (equivalent to approximately $653
    million) floating-rate tranche is to be issued with a floating coupon
    rate of 0.70% above the six-month Yen LIBOR rate. NEH has entered into
    a separate hedging transaction which fixes the interest cost on the
    floating-rate bonds. The JPY 50.98 billion (equivalent to
    approximately $427 million) fixed-rate tranche is to be issued with a
    coupon rate of 2.20%. The bond transaction is expected to close on
    Friday, October 13, 2006, subject to customary closing conditions.

    As previously disclosed in Shaw's October 4, 2006 press release,
    the limited-recourse bonds will be secured by the assets of and 100%
    of the membership interests in NEH, its shares in the Westinghouse
    Acquisition Companies, along with the corresponding Toshiba option, a
    $36 million letter of credit established by Shaw for the benefit of
    NEH (the "Principal LC") and a letter of credit to secure the payment
    of bond interest (the "Interest LC"). The initial Interest LC
    (previously estimated to be approximately $91 million) will be
    established at approximately $113 million, which now includes an
    approximately $14 million withholding tax reserve.

    NEH will use the proceeds from the bond offering plus
    approximately $30 million of cash for the purchase of the 20% interest
    in the Westinghouse Acquisition Companies. Because of market
    conditions, the effective interest rate on the bonds is slightly
    higher than previously estimated. As previously stated, Shaw expects
    the Westinghouse Acquisition Companies transaction to occur in
    October, 2006, subject to customary closing conditions. Shaw estimates
    its fees and expenses for the acquisition transaction, including the
    bond offering, to approximate $20 million. In the event the
    acquisition were not to occur, NEH would repay the proceeds to the
    bondholders and cancel the related transactions, and would incur
    certain additional expenses.

    This announcement is neither an offer to sell nor a solicitation
    of an offer to buy any of these securities. The securities to be
    offered will not be registered under the Securities Act or applicable
    state securities laws and may not be offered or sold in the United
    States absent registration or an applicable exemption from the
    registration requirements of the Securities Act.

    The Shaw Group Inc. is a leading global provider of engineering,
    procurement, construction, technology, maintenance, fabrication,
    manufacturing, consulting, remediation, and facilities management
    services for government and private sector clients in the energy,
    chemical, environmental, infrastructure and emergency response
    markets. Headquartered in Baton Rouge, Louisiana, with over $4 billion
    in annual revenues, Shaw employs approximately 22,000 people at its
    offices and operations in North America, South America, Europe, the
    Middle East and the Asia-Pacific region. For further information,
    please visit Shaw's website at www.shawgrp.com.

    The Private Securities Litigation Reform Act of 1995 provides a
    "safe harbor" for certain forward-looking statements. The statements
    contained herein that are not historical facts (including without
    limitation statements to the effect that the Company or its management
    "believes," "expects," "anticipates," "plans," or other similar
    expressions) and statements related to revenues, earnings, backlog, or
    other financial information or results are forward-looking statements
    based on the Company's current expectations and beliefs concerning
    future developments and their potential effects on the Company. There
    can be no assurance that future developments affecting the Company
    will be those anticipated by the Company. These forward-looking
    statements involve significant risks and uncertainties (some of which
    are beyond our control) and assumptions and are subject to change
    based upon various factors. Should one or more of such risks or
    uncertainties materialize, or should any of our assumptions prove
    incorrect, actual results may vary in material respects from those
    projected in the forward-looking statements. The Company undertakes no
    obligation to publicly update or revise any forward-looking
    statements, whether as a result of new information, future events or
    otherwise. A description of some of the risks and uncertainties that
    could cause actual results to differ materially from such
    forward-looking statements can be found in the Company's reports and
    registration statements filed with the Securities and Exchange
    Commission, including its Form 10-K and Form 10-Q reports, and on the
    Company's web-site under the heading "Forward-Looking Statements".
    These documents are also available from the Securities and Exchange
    Commission or from the Investor Relations department of Shaw. For more
    information on the company and announcements it makes from time to
    time on a regional basis visit our web site at www.shawgrp.com.