0001157523-06-004918 Sample Contracts

PERFORMANCE SHARES GRANT AGREEMENT
Performance Shares Grant Agreement • May 9th, 2006 • 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 amended and restated 2001 Directors and Officers Long-Term Incentive Plan (the "Plan"). The provisions of the Plan are incorporated herein by reference. A copy of the Plan is attached for your reference.

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