Exhibit 10.2


                              CONSULTANCY AGREEMENT
                              ---------------------


         THIS CONSULTANCY  AGREEMENT  ("Agreement") is made as of the 1st day of
October,  2008 by and between  McDermott  Incorporated,  a corporation  existing
under the laws of  Delaware  and  having an office at 777 N.  Eldridge  Parkway,
Houston,  TX 77079-4411 (the  "Company"),  and Bruce W. Wilkinson of 715 Hunters
Grove Lane, Houston, TX 770249 (the "Consultant").

         WHEREAS the Company  wishes to engage the services of the Consultant as
specified herein,  and the Consultant desires to undertake the rendition of such
services:

         NOW, THEREFORE, the parties agree as follows:

 1.      Description  of Services - As requested by the Company,  the Consultant
         shall serve as a special consultant furnishing advice, consultation and
         related  services  pertaining  to assisting  the Board of Directors and
         Leadership Team in successful  business continuity after his departure,
         including but not limited to:

         - facilitating relationship continuity and continued interface with key
           customers and investors;

         - working with Company leadership to promote business continuity during
           organization transformation;

         - assisting McDermott Leadership Team in the successful  integration of
           existing merger and acquisition  opportunities  undertaken during his
           tenure;

         - leveraging  knowledge  and  relationships  to  assist  in  near  term
           transformation of new organization; and

         - any other activities as specifically directed by the Company.

2.       Status -  During  the term of this  Agreement,  Consultant  shall be an
         independent contractor and shall not be an employee of the Company. The
         Company shall not be entitled to exercise  supervision over the details
         or  methods  of  performance  by  Consultant  hereunder  or to  require
         adherence to specific  procedures  in  performing  services  hereunder.
         Except as provided herein,  Consultant shall not be subject to rules or
         regulations  applicable to Company's  employees or any established work
         schedule or routine or other supervision of or direction by Company, as
         to hours  worked or  otherwise,  provided,  however,  that all services
         rendered hereunder shall be so rendered to the satisfaction of Company.
         Consultant  shall not have  authority  to  obligate  the Company to any
         Agreement  or  to  exercise  any  supervision  or  direction  over  the
         Company's  employees.  Since the  Consultant  is not an employee of the
         Company,  he is not  entitled to  participate  in any of the  Company's
         employee  benefit  plans,  insurance  coverages or  programs,  or other
         employee  programs;   provided,  however,   notwithstanding  any  other
         provision in this Agreement,  if the Consultant was previously employed
         by the  Company,  the  retirement  and  other  benefits  that he may be
         entitled to as a result of said  previous  employment  with the Company
         shall  continue   uninterrupted   in  accordance  with  the  terms  and
         conditions  of each  respective  benefit plan or other program and such
         benefits  shall not be  affected by nor have any  relationship  to this
         Agreement.


<PAGE>

3.       Compensation - The Consultant's individual contact shall be the General
         Counsel,  or its designee,  who shall be responsible  for  transmitting
         requests  for such  advice  and  consultation  from the  Company  where
         necessary to enable the  Consultant  to carry out his  responsibilities
         hereunder.   Promptly   following  the  execution  of  this  Agreement,
         Consultant will receive a one-time payment of $2,000,000. Through March
         31, 2009 (the "Initial  Period"),  Company agrees to pay $31,250.00 per
         month,  which  amount will be payable on the last day of each  calendar
         month of the Initial Period.  During each calendar month of the Initial
         Period for which the  Consultant  has provided  services to the Company
         under this  Agreement,  the Company  also agrees to pay the  Consultant
         $2,900.00 for each day or partial day in excess of 10 days in which the
         Consultant provides services to the Company hereunder.  The Company and
         Consultant   may  mutually  agree  to  extend  the  Initial  Period  as
         necessary.

         For services rendered beyond the Initial Period,  Company agrees to pay
         Consultant a per diem of $2,900.00 for each day or partial day in which
         the Consultant provides services to the Company under this Agreement.

         The Company also agrees to reimburse Consultant actual reasonable costs
         and expenses of travel,  meals and lodging necessarily  incurred by the
         Consultant  in rendering  services  hereunder,  but not any other fees,
         costs,  or expenses.  The Consultant  shall submit a statement for each
         month in which services are rendered  showing  costs,  expenses and per
         diems payable with respect to services  rendered during such month. The
         Company agrees to remit to the Consultant the  appropriate  amount upon
         receipt of such invoices. The Consultant will be responsible for income
         or other taxes assessed on his receipt of the monthly fee, per diems or
         expense reimbursement from the Company.

4.       Security and  Non-Disclosure  of Information - The Consultant  shall be
         responsible for, and bear the expense of,  compliance with governmental
         laws and  regulations  applicable to the  procurement,  utilization  or
         production of information in connection with the furnishing of services
         hereunder.  The  Consultant  shall keep  secret and  confidential  such
         information  pertaining  to  the  Company,  its  activities,  products,
         organization  or internal  affairs as the Consultant may acquire during
         the term of the Agreement.  The Consultant shall not, during such term,
         aid any  individual or  organization  in  competition  with the Company
         regarding  matters or subjects  similar or related to those referred to
         in Section 1 hereof.  Consultant  agrees  that  during the term of this
         Consultant  Agreement  he  will  refrain  from  performing  any  act or
         engaging in any course of conduct which has or may reasonably  have the
         effect of demeaning  the name or business  reputation of the Company or
         affects adversely or may reasonably affect adversely the Company's best
         interests,  economic or otherwise.  Consultant also  acknowledges  that
         applicable  securities laws prohibit the trading of Company  securities
         while in possession of any material non-public  information,  including
         information concerning the financial condition,  results of operations,
         business or prospects of the Company.

5.       Property and Information - All property and information,  including but
         not limited to reports,  findings,  recommendations,  plans,  data, and
         memoranda of every  description,  and all copies thereof,  furnished to
         the  Consultant  or  developed  in the  course  of or  relating  to the
         services  rendered  hereunder  shall be the property of the Company and
         the Consultant  shall not retain copies of any such matter or material.
         The Consultant  agrees that all  inventions,  discovery or improvements
         (whether patentable or not) made or conceived by the Consultant are and
         will remain the sole property of the Company.  The  consultant  further
         agrees to assist the Company in obtaining patents in the Company's name
         covering any such inventions, discoveries or improvements


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<PAGE>

 6.      Law  -  The  Consultant  will  comply  with  all  applicable  laws  and
         regulations  in the course of his  activities on the Company's  behalf.
         This contract shall be  constructed  and governed under the laws of the
         State of Texas.

 7.      Code of Business Conduct - The Consultant  expressly  acknowledges that
         he has  received  and  reviewed  the  McDermott  International  Code of
         Business  Conduct  (2006  Printing).  The  Consultant  will conform his
         activities  undertaken for or on behalf of the Company  consistent with
         the principles of the highest ethical behavior as described therein.

8.       Reports  - The  Consultant  agrees  that  upon  request,  he will  file
         periodic reports on Consultant's activities on the Company's behalf.

9.       Indemnity  - Company  agrees to protect,  hold  harmless,  defend,  and
         indemnify  Consultant from and against any and all claims,  suits,  and
         demands, of any kind whatsoever,  by whomsoever  asserted,  as a result
         of, or arising from, the activities of Consultant under this Agreement;
         provided   however  that  the  Company   shall  have  no  liability  or
         responsibility under this provision for any such claim, suit, or demand
         resulting  from the  gross  negligence  or  intentional  misconduct  of
         Consultant.

10.      Conflict of Interest - The  Consultant  agrees that it is not presently
         engaged and will not engage  during the term of this  Agreement  in any
         activity which might  reasonably  create a conflict of interest between
         the Consultant and the Company or which might  reasonably and adversely
         affect the  Consultant's  judgment  with respect to the business of the
         Company.  Consultant further agrees that it will accept no payment from
         any  competitor  or  supplier  of  materials  or  services,   customer,
         borrower, or lender of the Company.

11.      Term - This Agreement  shall be effective  through  September 30, 2009.
         Either party may terminate this Agreement upon thirty (30) days advance
         written  notice to the other party.  This  Agreement will be terminated
         without  further  liability  or  obligation  on the part of the Company
         should  the  Consultant  breach any of the terms or  covenants  of this
         Agreement.

12.      General
         a.       Failure  on the part of either  party (the  "first  party") to
                  insist on strict  compliance by the other with any  provisions
                  of this  Agreement  shall not constitute a waiver of the other
                  party's  obligations  in  respect  thereof,  or of  the  first
                  party's right hereunder to require strict  compliance  therein
                  in the future.

         b.       This  Agreement  sets  forth the entire  understanding  of the
                  parties as to the matters included herein,  and can be amended
                  or extended only by written Agreement signed by both parties.


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<PAGE>

         c.       This Agreement  shall be binding upon and inure to the benefit
                  of the parties  hereto and permitted  assigns,  and Consultant
                  shall not convey or assign his rights or obligations hereunder
                  without the prior written consent of the Company.

         d.       The  obligations set forth in this Agreement are severable and
                  divisible,  and any clause or portion not enforceable  thereof
                  shall not cause the  remainder  of such clause or of the other
                  obligations contained herein from being enforceable.

         IN WITNESS WHEREOF,  this Agreement has been executed as of the day and
year first above written.


McDERMOTT INCORPORATED                         CONSULTANT




/s/ Preston Johnson, Jr.                       /s/ Bruce W. Wilkinson
------------------------------------------     ---------------------------------
Preston Johnson, Jr.                           Bruce W. Wilkinson
Senior Vice President, Human Resources


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