EXHIBIT 10.2

                          SEVERANCE BENEFITS AGREEMENT

THIS SEVERANCE BENEFITS AGREEMENT (this "Agreement") is entered into this 30th
day of April 2002, among Chiles Offshore Inc. (the "Company"), and RANDALL CHRIS
PINKARD (a "Senior Officer").

WHEREAS, the Senior Officers are senior management employees of the Company;

WHEREAS, the Company values the continuing service of the Senior Officers and
desires to provide certain severance rights to the Senior Officers in the event
any of them are terminated without cause or in connection with a change in
control of the Company, as described herein;

NOW, THEREFORE, in consideration of the premises and the covenants, terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Severance Benefits As a material inducement for the continuing service
         of the Senior Officers to the Company, the Company hereby agrees that
         the Company shall pay a Senior Officer an amount equal to one (1) year
         of his base salary in the event that such Senior Officer is terminated
         by the Company without Cause (as hereinafter defined), including,
         without limitation, termination without Cause in connection with a
         change of control of the Company. Such severance payment shall be paid
         by the Company to the terminated Senior Officer within thirty (30) days
         after the date of termination.

2.       Definitions As used in this Agreement, the term "Cause" shall mean and
         include (i) chronic alcoholism or controlled substance abuse as
         determined by a doctor of medicine selected by the Company that is
         authorized to practice medicine by the State of Texas and whose
         practice is located in Houston, Texas, (ii) an act of proven fraud or
         dishonesty on the part of the Senior Officer, (iii) knowing a material
         failure by the Senior Officer to comply with material applicable laws
         and regulations relating to the business of the Company or its
         subsidiaries, (iv) the Senior Officer's material and continuing failure
         to perform (as opposed to unsatisfactory performance) his duties as
         reasonably directed by the Company, except for such failure as caused
         by the illness or other similar incapacity or disability of the Senior
         Officer, or (v) conviction of a crime involving moral turpitude or a
         felony.

3.       At-Will Employees The obligation of the Company to pay amounts
         hereunder shall not alter the at-will employment status of any Senior
         Officer or diminish the right of the Company to terminate a Senior
         Officer's employment without Cause.

4.       Miscellaneous

         4.1.     This Agreement contains the entire agreement between the
                  parties with respect to the subject matter hereof and
                  supersedes all prior agreements, whether written or oral with
                  respect thereto.

         4.2.     This Agreement may be amended, superseded, or canceled, and
                  the terms and conditions hereof may be waived, only by written
                  instrument signed by the parties or, in the case of a waiver,
                  by the party waiving compliance. No delay on the part of any
                  party in exercising any right, power or privilege hereunder
                  shall operate as a waiver thereof.

         4.3.     This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas, without giving
                  effect to any choice of law provisions or principles thereof.
                  Enforcement of this Agreement or any action taken or held with


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                  respect to this Agreement shall be taken exclusively in the
                  courts of appropriate jurisdiction in Houston, Texas.

         4.4.     This Agreement, and any rights and obligations hereunder, may
                  not be assigned by any Senior Officer and may be assigned by
                  the Company only to a successor by merger or purchaser of
                  substantially all of the assets of the Company.

         4.5.     This Agreement may be executed in separate counterparts, each
                  of which when so executed and delivered shall be deemed an
                  original, but all of which together shall constitute one in
                  the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                        SENIOR OFFICER

                                        /s/ Randall Chris Pinkard
                                        ------------------------------------
                                        Randall Chris Pinkard




                                        CHILES OFFSHORE INC.

                                        By: /s/ William E. Chiles
                                            --------------------------------
                                            Name: William E. Chiles
                                            Title: Chief Executive Officer






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