THE SHAW GROUP

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The Shaw Group Inc. Signs Asset Purchase Agreement to Purchase Substantially All of the Assets of the IT Group, Inc.
BATON ROUGE, La., Jan 25, 2002 (BUSINESS WIRE) -- The Shaw Group Inc. (NYSE:SGR) ("Shaw" or "the Company") announced today that it has signed a definitive Asset Purchase Agreement with The IT Group, Inc. Shaw and The IT Group had previously announced on January 16, 2002 that they had signed a letter of intent. Under terms of the definitive agreement, Shaw will purchase substantially all of the assets and businesses of The IT Group for approximately $105 million and the assumption of certain liabilities. Up to 50% of the purchase price is payable in Shaw stock at either party's option. Shaw's agreement to purchase The IT Group is subject to bankruptcy court approval, and also approvals under the Hart-Scott-Rodino Act.

In addition, the U.S. Bankruptcy court has approved Shaw's plan to provide a secured revolving debtor-in-possession ("DIP") credit facility of up to $55 million. The credit facility will provide The IT Group with liquidity for operation of its businesses until the asset sale is finalized.

The Court has set a hearing for February 12, 2002 to approve bidding procedures for the receipt of qualified bids. Shaw currently contemplates that, absent a superior competing proposal, the transaction with Shaw will be completed before the end of March.

The IT Group is a leading provider of diversified, value-added consulting, engineering and construction, remediation and facilities management services. Through its diverse group of specialized companies, with domestic and international offices, its clients take advantage of extensive expertise to meet their global environmental needs. The IT Group's broad range of services includes the identification of contaminants in soil, air, and water and the subsequent design and execution of remedial solutions. These services are provided through several principal business lines including, Government Services, Commercial Engineering and Construction, Solid Waste, Real Estate Restoration and Consulting.

The Shaw Group Inc. is the world's only vertically-integrated provider of complete piping systems and comprehensive engineering, procurement and construction services to the power generation industry. Shaw is the largest supplier of fabricated piping systems in the United States and a leading supplier worldwide, having installed piping systems in power plants with an aggregate generation capacity in excess of 200,000 megawatts. While the majority of Shaw's backlog is attributable to the power generation industry, the Company also does work in the process industries, including petrochemical, chemical and refining, and the environmental and infrastructure sector. The Company currently has offices and operations in North America, South America, Europe, the Middle East and Asia-Pacific; and has more than 13,000 employees. For additional information on The Shaw Group, please visit the Company's web site 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 Statement." 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.

CONTACT:          The Shaw Group Inc., Baton Rouge
                  Kevin LeBlanc, 225/932-2500
                  www.shawgrp.com
URL:              http://www.businesswire.com
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding SHAW GROUP INC's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.


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