PERSONAL & CONFIDENTIAL



Mr. ________________

____________________

____________________





                                               Re: 2001 Directors and Officers

                                                   Long-Term Incentive Plan

Dear Mr. ___________:



Enclosed herewith is a copy of the McDermott International, Inc. 2001 Directors

and Officers Long-Term Incentive Plan (the "Plan") which was approved and

adopted by the stockholders of McDermott International, Inc. (the "Company") on

May 1, 2002; the provisions of the Plan are incorporated herein by reference.



Any reference or definition contained in this letter agreement shall, except as

otherwise specified, be construed in accordance with the terms and conditions of

the Plan and all determinations and interpretations made by the Compensation

Committee of the Board of Directors with regard to any questions arising

hereunder or under the Plan shall be final and binding upon you and your

beneficiaries. Whenever the words "you" or "your" are used in any provision of

this letter agreement under circumstances where the provision should logically

be construed to apply to the beneficiary, estate, or personal representative, to

whom any rights under this letter agreement may be transferred by will or by the

laws of descent and distribution, it shall be deemed to include such person.



STOCK OPTIONS

-------------



Subject to the terms and conditions of the Plan, the terms and conditions of

this grant of Non-Qualified Stock Options, are as follows:



1.   Number and price of Options - You received an Option Grant of _________

     shares at a price of $___________ per share on _____ __, 2005 (the "Date of

     Grant").



2.   Option Term - Options have been granted for a period of ten years from the

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