0000708819-09-000005 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 11th, 2009 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas

THIS AGREEMENT is made as of the 1st day of April, 2009 by and between McDermott International, Inc., a corporation duly organized under the laws of the Republic of Panama (the “Company”) and Stephen M. Johnson (“Executive”.)

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STOCK OPTION GRANT AGREEMENT
Stock Option Grant Agreement • May 11th, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On ________, _____ (the “Date of Grant”) the Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (the “Company”) selected you to receive a grant of Non-Qualified Stock Options (the “Options”) under the Company’s 2009 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”). The provisions of the Plan are incorporated herein by reference.

PERFORMANCE SHARE GRANT AGREEMENT
Performance Share Grant Agreement • May 11th, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On _____, ____ (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (the “Company”) selected you to receive a grant of Performance Shares under the Company’s 2009 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”). The provisions of the Plan are incorporated herein by reference.

Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • May 11th, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On _____, ____ (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (the “Company”) selected you to receive a grant of Restricted Stock Units (“RSUs”) under the Company’s 2009 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”). The provisions of the Plan are incorporated herein by reference.

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