Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 28, 2013, Eli Smith, President of the Power Group of The Shaw Group Inc. ("Shaw"), signed a letter agreement from Shaw regarding a retention bonus in the amount of $500,000. The retention bonus is intended to encourage Eli Smith's continued contributions and sustained commitment to remain with Shaw / Chicago Bridge & Iron Company N.V. ("CB&I") through and after the closing of the CB&I transaction (the "CB&I Transaction") as contemplated by the Transaction Agreement by and between Shaw and CB&I dated as of July 30, 2012 (the "Transaction Agreement"). The retention bonus payment will be made three months after the closing of the CB&I Transaction. If the CB&I Transaction does not close, the retention bonus payment will be made within thirty days following the termination of the Transaction Agreement.

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