0000708819-09-000003 Sample Contracts

DSU Grant Agreement Amended and Restated 2001 Directors & Officers Long-Term Incentive Plan
Dsu Grant Agreement • March 2nd, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On _______________, 2009 (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 Deferred Stock Units (“DSUs”) under the Company’s 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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DSU Grant Agreement Amended and Restated 2001 Directors & Officers Long-Term Incentive Plan
Dsu Grant Agreement • March 2nd, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On _______________, 2009 (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 Deferred Stock Units (“DSUs”) under the Company’s 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.

SIXTH AMENDMENT, CONSENT AND WAIVER
Consent and Waiver • March 2nd, 2009 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

This SIXTH AMENDMENT, CONSENT AND WAIVER ("Consent"), dated as of December 11, 2008 (the "Effective Date"), is by and among BWX Technologies, Inc. (the "Borrower"), Babcock & Wilcox Technical Services Group, Inc. (formerly known as BWXT Services, Inc.), BWXT Federal Services, Inc. and Babcock & Wilcox Nuclear Operations Group, Inc. (the "Guarantors"), the lenders from time to time party to the Credit Agreement described below (the "Lenders"), and Calyon New York Branch (formerly known as Credit Lyonnais, New York Branch), as administrative agent for the Lenders (the "Administrative Agent").

PERFORMANCE SHARE GRANT AGREEMENT Amended and Restated 2001 Directors and Officers Long-Term Incentive Plan
Performance Share • March 2nd, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On __________, 2009 (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.

STOCK OPTION GRANT AGREEMENT
Grant Agreement • March 2nd, 2009 • McDermott International Inc • Fabricated plate work (boiler shops)

On _______________, 2009 (the “Date of Grant”) the Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (the “Company”) granted to you, pursuant to the 2001 Directors and Officers Long-Term Incentive Plan (the “Plan”) of the Company, certain Non-Qualified Stock Options (the “Options”), upon the terms and conditions set forth in the Program, and/or in this Agreement (hereinafter, the “Grant”). The provisions of the Plan are incorporated herein by reference. A copy of the Plan is enclosed for your reference.

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