Exhibit 10.1


                              SEPARATION AGREEMENT
                              --------------------

                  This Separation Agreement (the "Agreement") is entered into by
and  between,  and  shall  inure to the  benefit  of and be  binding  upon,  the
following parties:

                  Bruce W. Wilkinson, hereinafter referred to as "Mr. Wilkinson"
; and

                  McDERMOTT   INCORPORATED,   hereinafter  referred  to  as  the
"Company."

                                   WITNESSETH:
                                   -----------

                  WHEREAS,  Mr.  Wilkinson  resigned  from  employment  with the
Company on September 30, 2008 (the "Resignation Date"); and

                  WHEREAS,  the Company  and Mr.  Wilkinson  mutually  desire to
establish and agree upon the terms and conditions of Mr. Wilkinson's  separation
from service.

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
obligations  set forth  herein,  Mr.Wilkinson  and the Company  hereby  agree as
follows:

1.       Payments by the Company.  If a bonus is paid to Company  employees  for
         fiscal  year 2008 under the  McDermott  International,  Inc.  Executive
         Incentive  Compensation Plan (the "EICP"), the Company will pay a bonus
         to Mr. Wilkinson. The gross amount of such bonus shall be calculated by
         multiplying Mr.  Wilkinson's  annualized base salary on January 1, 2008
         by  100%,   multiplying   the  resulting   product  by  the  applicable
         performance  factor (not to exceed 2X), and  multiplying  the resulting
         figure  by  nine-twelfths  (9/12).  Any  such  bonus  shall  be paid in
         accordance with the Company's customary practice, but in no event later
         than  March  15,  2009,  and  shall  be  subject  to  appropriate   tax
         withholdings.


<PAGE>

          Mr. Wilkinson  previously received certain awards (the "Awards") under
         the McDermott International, Inc. 2001 Directors and Officers Long Term
         Incentive  Plan (the "LTIP").  Subject to the provisions of Paragraph 5
         below, Mr. Wilkinson's outstanding unvested Awards shall remain in full
         force and effect  during the period from the  Resignation  Date through
         September 30, 2010 and any Awards  scheduled to vest during that period
         shall  become  vested and payable in  accordance  with the terms of the
         LTIP and the applicable Grant Agreement. All other outstanding unvested
         Awards not  scheduled  to vest during that period  shall be  forfeited,
         unless a Change in Control (as defined in the LTIP)  occurs and results
         in an early vesting on or before September 30, 2010.

2.       Retiree  Benefits.  As of the first day of the month coincident with or
         next  following  his  attainment of age 65, Mr.  Wilkinson  shall begin
         receiving benefits under the Retirement Plan for Employees of McDermott
         Incorporated and Participating Subsidiary and Affiliated Companies and,
         subject to  Paragraph  5 below,  under the  Restoration  of  Retirement
         Income Plan (the "Excess Plan").  In addition,  Mr.  Wilkinson shall be
         entitled to receive the portion of his account balance in the McDermott
         International, Inc. New Supplemental Executive Retirement Plan ("SERP")
         in which he is vested as of his  Resignation  Date,  and the vesting of
         the remaining portion of his SERP account shall be accelerated so that,
         subject to  Paragraph  5 below,  Mr.  Wilkinson  is 100% vested in such
         account as of his Resignation  Date. SERP benefits shall be distributed
         in accordance with Mr. Wilkinson's existing election,  in a single lump
         sum payment on the first day of the calendar  month next  following the
         six month anniversary of his Resignation Date.


3.       Cooperation and Advisory  Services.  During the period beginning on the
         Resignation Date and continuing for twenty-four months thereafter,  Mr.
         Wilkinson shall provide such  cooperation and advisory  services as the
         Company may request  with  respect to matters in which he was  involved
         during his employment  with the Company and similar  matters arising in
         the  ordinary  course of  business.  Additionally,  the  Company or its
         affiliates  may  request Mr.  Wilkinson's  assistance  with  respect to
         matters outside the ordinary course of business; provided that any such
         request shall be subject to mutually acceptable terms and conditions.


                                      -2-
<PAGE>

     4.  Release of Claims.  In consideration of the foregoing,  the adequacy of
         which  is  hereby   expressly   acknowledged,   Mr.   Wilkinson  hereby
         unconditionally and irrevocably releases and forever discharges, to the
         fullest extent  applicable  law permits,  the  "Releasees,"  as defined
         below, from any and every action,  cause of action,  complaint,  claim,
         demand,  administrative charge, legal right, compensation,  obligation,
         damages  (including  consequential,  exemplary  and punitive  damages),
         liability, cost and/or expense (including attorney's fees) that he has,
         may have or may be entitled to from or against the  Releasees,  whether
         legal,  equitable  or  administrative,  in any  forum or  jurisdiction,
         whether known or unknown, foreseen or unforeseen, matured or unmatured,
         accrued or not accrued which arises  directly or indirectly  out of, or
         is based on or related in any way to Mr. Wilkinson's employment with or
         termination  of  employment   from  the  Company,   its   predecessors,
         successors  and  assigns  and  past,  present  and  future  affiliates,
         subsidiaries,  divisions and parent  corporations,  including,  without
         limitation,  any  such  matter  arising  from  the  negligence,   gross
         negligence  or willful  misconduct  of the  Releasees,  (together,  the
         "Released Claims"); provided, however, that this Release does not apply
         to any  claims  solely  and  specifically  (1)  arising  under  the Age
         Discrimination  in Employment Act of 1967, as amended arising after the
         date this Agreement is executed,  (2) for  indemnification  (including,
         without  limitation,  under the Company's  organizational  documents or
         insurance  policies) arising in connection with an action instituted by
         a third party against the Company,  its affiliates or Mr.  Wilkinson in
         his  capacity  as a former  officer or  director  of the Company or its
         affiliates,  or (3) arising  from any breach or failure to perform this
         Agreement.


                                      -3-
<PAGE>

         The  parties  intend  this  Release to cover any and all such  Released
         Claims,  whether  arising  under any  employment  contract  (express or
         implied),  policies,  procedures or practices of any of the  Releasees,
         and/or  by any acts or  omissions  of any of the  Releasees'  agents or
         employees or former agents or employees  and/or  whether  arising under
         any state or  federal  statute,  including  but not  limited  to Texas'
         employment  discrimination  laws, all federal  discrimination laws, the
         Age Discrimination in Employment Act of 1967, as amended,  the Employee
         Retirement Income Security Act of 1974, as amended,  all local laws and
         ordinances  and/or  common  law,  without  exception.  As  such,  it is
         expressly  acknowledged  and  agreed  that  this  Release  is a general
         release,  representing a full and complete disposition and satisfaction
         of all of the  Company's  real  or  alleged  legal  obligations  to Mr.
         Wilkinson with the exceptions noted above.  The term "Releasees"  means
         the Company, its predecessors, successors and assigns and past, present
         and future affiliates,  subsidiaries, divisions and parent corporations
         and all their respective past, present and future officers,  directors,
         shareholders,  employee  benefit  plan  administrators,  employees  and
         agents, individually and in their respective capacities.

          Mr.  Wilkinson  expressly agrees that neither he nor any person acting
         on his  behalf  will file or permit to be filed any action for legal or
         equitable relief against the Releasees  involving any matter related in
         any way to his employment with, or resignation from employment with the
         Company,  its predecessors,  successors,  assigns and past, present and
         future  affiliates,  subsidiaries,  divisions and parent  corporations,
         including the matters covered by the Released Claims. In the event that
         such an action is filed,  Mr.  Wilkinson  agrees that the Releasees are
         entitled to legal and  equitable  remedies  against  him,  including an
         award of  attorney's  fees.  However,  it is expressly  understood  and
         agreed that the foregoing  sentence shall not apply to any charge filed
         by Mr.  Wilkinson with the Equal Employment  Opportunity  Commission or
         any action filed by Mr. Wilkinson that is narrowly limited to seeking a
         determination  as to the  validity of this  Agreement  and  enforcement
         thereof.  Should Mr.  Wilkinson file a charge with the Equal Employment
         Opportunity  Commission or should any governmental  entity,  agency, or
         commission file a charge,  action,  complaint or lawsuit against any of
         the Releasees based on any Released Claim,  Mr. Wilkinson agrees not to
         seek or accept any resulting relief whatsoever.


                                      -4-
<PAGE>

         5.    Undertakings By Mr. Wilkinson. In consideration of the foregoing,
               the  adequacy  of which is  expressly  acknowledged  and  agreed,
               unless  otherwise  mutually agreed between Mr.  Wilkinson and the
               Company,  Mr. Wilkinson shall  immediately  return to the Company
               any and all documents, records, files, reports, memoranda, books,
               papers,  plans,  letters  and any  other  data in his  possession
               regardless of the medium held or stored that relate in any way to
               the business of the Company,  and any credit cards,  keys, access
               cards, calling cards, computer equipment and software, telephone,
               facsimile  or other  equipment  or property of the  Company,  and
               agrees  that during the period  beginning  on October 1, 2008 and
               ending on September 30, 2010:

         (a)   He will not at any time  disclose  or use for his own  benefit or
               purposes  or for the  benefit or purposes of any party other than
               the  Company,  any  trade  secrets,  information,  data or  other
               confidential  or  proprietary  information or data which may have
               come to Mr. Wilkinson's  knowledge during his employment with the
               Company,  provided, however that the foregoing shall not apply to
               information  which  is  generally  known to the  industry  or the
               public other than as a result of Mr.  Wilkinson's  breach of this
               undertaking.  Notwithstanding  the  foregoing,  this  undertaking
               shall apply without limit of time;

         (b)   He will refrain from performing any act,  engaging in any conduct
               or course of action or making or publishing any adverse or untrue
               or  misleading  statement  which has or may  reasonably  have the
               effect  of  demeaning  the  name or  business  reputation  of the
               Releasees or which adversely affects or may reasonably  adversely
               affect  the  best  interests   (economic  or  otherwise)  of  the
               Releasees;

                                      -5-
<PAGE>

         (c)   He will refrain from the solicitation,  procurement, interference
               with or  attempt  to entice  away  from the  Company  and/or  its
               affiliates  of  (i)  any  person  or  entity  who  is a  material
               customer,  supplier,  agent or  distributor of the Company and/or
               its   affiliates   with  whom  Mr.   Wilkinson  or  any  employee
               subordinate to Mr. Wilkinson had contact on behalf of the Company
               and/or its affiliates,  or (ii) any senior employee or consultant
               employed by the  Company  and/or its  affiliates  on or after the
               Resignation Date; and

         (d)   He will refrain from any direct or indirect  involvement  without
               prior  notice  to and  consent  of  the  Company,  in  any  other
               enterprise  which  is  competitive  with any  trade  or  business
               carried on by McDermott International, Inc., its subsidiaries and
               affiliates.

         Mr. Wilkinson expressly  acknowledges and agrees that in the event that
         he  institutes  legal action in violation of Paragraph 4 above,  or the
         Company  determines that he has engaged in conduct prohibited under any
         of subparagraphs (a) through (d) above, or he fails to provide services
         reasonably  requested by the Company pursuant to Paragraph 3 above, any
         payments  otherwise  due and owing  pursuant to  Paragraphs 1 above and
         under the SERP  referenced  in Paragraph 2 above shall be forfeited and
         all  outstanding  Awards  shall be  cancelled.  Mr.  Wilkinson  further
         expressly  agrees  that the Company  shall have the right,  in its sole
         discretion,  to suspend any such payment or benefit while an allegation
         that any of the undertakings  set forth in the foregoing  subparagraphs
         (a) through (d) have been  breached is under  investigation  and agrees
         that this Agreement  shall act as a complete bar to his  entitlement to
         any  legal,   equitable  or   administrative   remedy  based  upon  any
         forfeiture,  cancellation  or suspension  pursuant to this Paragraph 5.
         Mr.  Wilkinson  further  agrees that if he  institutes  legal action in
         violation  of Paragraph 4 above or the Company  determines  that he has
         engaged in conduct  prohibited under any of  subparagraphs  (a) through
         (d) above,  he shall repay to the Company,  within  thirty (30) days of
         receipt  of  written  demand for  repayment,  40% of the SERP  benefits
         distributed  to him pursuant to Paragraph 2 above and 100% of the value
         of any Award that became vested after the Resignation  Date pursuant to
         Paragraph  1 above.  In the  event  that  legal  action is taken by the
         Company to enforce  this  repayment  obligation,  the Company  shall be
         entitled  to the amount of the  repayment  obligation,  interest on the
         unpaid amount, costs and attorney's fees.


                                      -6-
<PAGE>

6. Miscellaneous Provisions.

         (a)   Failure on the part of the Company or Mr.  Wilkinson  at any time
               to insist  on  strict  compliance  by the  other  party  with any
               provisions  of this  Agreement  shall not  constitute a waiver of
               either  party's  obligations  in  respect  thereof,  or of either
               party's right hereunder to require strict compliance therewith in
               the future.

         (b)   The  obligations  set forth in this  Agreement  are severable and
               divisible,  and the  unenforceability  of any  clause or  portion
               thereof shall not affect the  enforceability  of the remainder of
               such clause or of any other obligation contained herein.

7.       Entire  Agreement.  Mr. Wilkinson and the Company agree and acknowledge
         that this  Agreement  contains and comprises  the entire  agreement and
         understanding  between  the  parties,  that  no  other  representation,
         promise,  covenant or agreement of any kind whatsoever has been made to
         cause any party to execute this Agreement,  and that all agreements and
         understandings  between the parties are embodied and expressed in these
         agreements.  The  parties  also agree that the terms of this  Agreement
         shall not be  amended or  changed  except in writing  and signed by Mr.
         Wilkinson and a duly  authorized  agent of the Company.  The parties to
         this Agreement  further agree that this  Agreement  shall be binding on
         and  inure  to the  benefit  of Mr.  Wilkinson,  the  Company  and  the
         Releasees  as  defined  in this  Agreement.  Any  other  agreements  or
         understandings between the parties, whether written or oral, are hereby
         null and void.


                                      -7-
<PAGE>

8.       Timing and Consultation with Counsel.  Mr. Wilkinson  acknowledges that
         he has been given a reasonable  period of time within which to consider
         this  Agreement  and has been  advised  to  discuss  the  terms of this
         Agreement  with legal counsel.  Mr.  Wilkinson  acknowledges  that this
         Agreement was offered to him on September 29, 2008, that he was advised
         that (i) it could be executed  at any time prior to October  21,  2008,
         and (ii) if accepted,  the Agreement could be revoked, in writing,  for
         up to seven (7) days following the date of such acceptance.  Based upon
         his review,  Mr.  Wilkinson  acknowledges  that he fully and completely
         understands  and accepts  the terms of this  Agreement,  including  the
         Release in Paragraph 4, and enters into it freely,  voluntarily  and of
         his own free will.

 9.      Applicable  Law. This Agreement  shall be interpreted  and construed in
         accordance with the laws of the State of Texas.


                                      -8-
<PAGE>

         I HAVE READ THE FOREGOING SEPARATION AGREEMENT, FULLY UNDERSTAND IT AND
         HAVE  VOLUNTARILY  EXECUTED IT ON THE DATE  WRITTEN  BELOW,  SIGNIFYING
         THEREBY MY ASSENT TO, AND WILLINGNESS TO BE BOUND BY, ITS TERMS:


Date:    9/30/2008                               /s/ Bruce W. Wilkinson
     ---------------------------------           -------------------------------
                                                     Bruce W. Wilkinson


                  Before me, a Notary  Public in and for Harris  County,  Texas,
and for  Bruce  W.  Wilkinson,  personally  appeared  the  above-named  Bruce W.
Wilkinson, who acknowledged that he did sign the foregoing instrument,  and that
the same is his free act and deed.

                  IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal at Houston, Texas, this 30th day of September, 2008.


                                          /s/ Benjamin Bash
                                          --------------------------------------
                                          NOTARY PUBLIC


                                          McDERMOTT INCORPORATED



                                 By:   /s/ Preston Johnson, Jr.
                                     -------------------------------------------
                                          Preston Johnson, Jr.
                                          Senior Vice President, Human Resources


                  Before me, a Notary  Public in and for Harris  County,  Texas,
personally  appeared the  above-named  McDermott  Incorporated  through  Preston
Johnson, Jr., its Senior Vice President,  Human Resources, who acknowledged that
he  did  sign  the  foregoing   instrument   for  and  on  behalf  of  McDermott
Incorporated,  and  that  the  same  is the  free  act  and  deed  of  McDermott
Incorporated and the free act and deed of him as its agent.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and official
seal at Houston, Texas, this 30th day of September, 2008.



                                          /s/ Benjamin Bash
                                          --------------------------------------
                                          NOTARY PUBLIC


                                      -9-