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                                                                     EXHIBIT 4.6

                          MCDERMOTT INTERNATIONAL, INC.

                        1992 SENIOR MANAGEMENT STOCK PLAN

              (AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 1, 2002)


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                                TABLE OF CONTENTS

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                                                                                      PAGE
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ARTICLE I - ESTABLISHMENT, PURPOSE AND DURATION.................................        1

         1.1      Establishment of the Plan.....................................        1
         1.2      Purpose of the Plan...........................................        1
         1.3      Duration of the Plan..........................................        1

ARTICLE II - DEFINITIONS   .....................................................        3

         2.1      Definitions...................................................        3

ARTICLE III - ADMINISTRATION....................................................        8

         3.1      Plan Administration...........................................        8
         3.2      Authority of the Plan Administration Committee................        8
         3.3      Decisions Binding.............................................        8

ARTICLE IV - SHARES SUBJECT TO THE PROGRAM......................................        9

         4.1      Number of Shares..............................................        9
         4.2      Lapsed Awards.................................................        9
         4.3      Adjustments in Authorized Shares..............................        9

ARTICLE V - ELIGIBILITY AND PARTICIPATION.......................................       10

         5.1      Eligibility...................................................       10
         5.2      Actual Participation..........................................       10

ARTICLE VI - STOCK OPTIONS AND DEFERRED STOCK UNITS.............................       11

         6.1      Option Grants.................................................       11
         6.2      Option Award Agreement........................................       11
         6.3      Option Price..................................................       11
         6.4      Duration of Options...........................................       11
         6.5      Exercise of Options...........................................       12
         6.6      Payment  .....................................................       12
         6.7      Grant of Deferred Stock Units.................................       12
         6.8      DSU Agreement.................................................       12
         6.9      Voting Rights.................................................       13
         6.10     Dividends.....................................................       13
         6.11     Restrictions on Share Transferability.........................       13
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         6.12     Termination of Employment.....................................       14
         6.13     Non-transferability of Options and Deferred Stock Units.......       14
         6.14     Deferrals.....................................................       14

ARTICLE VII - BENEFICIARY DESIGNATION...........................................       15

         7.1      Beneficiary Designation.......................................       15

ARTICLE VIII - RIGHTS OF PARTICIPANTS...........................................       16

         8.1      Employment....................................................       16
         8.2      Participation.................................................       16

ARTICLE IX - REORGANIZATION OR CHANGE IN CONTROL................................       17

         9.1      Reorganization................................................       17
         9.2      Change in Control.............................................       17

ARTICLE X - AMENDMENT, MODIFICATION AND TERMINATION.............................       18

         10.1     Amendment, Modification and Termination.......................       18
         10.2     Awards Previously Granted.....................................       18

ARTICLE XI - WITHHOLDING   .....................................................       19

         11.1     Tax Withholding...............................................       19

ARTICLE XII - MISCELLANEOUS.....................................................       20

         12.1     Gender and Number.............................................       20
         12.2     Severability..................................................       20
         12.3     Requirements of Law...........................................       20
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                 ARTICLE I - ESTABLISHMENT, PURPOSE AND DURATION

1.1   ESTABLISHMENT OF THE PLAN

      McDermott International, Inc., a Panamanian corporation (hereinafter
      referred to as "International"), hereby establishes an incentive
      compensation plan to be known as the "McDermott International, Inc. Senior
      Management Stock Plan" (hereinafter referred to as the "Plan"), as set
      forth in this document. The Plan permits the grant of Options and/or DSUs
      (as hereinafter defined) to senior managers of the Company (as hereinafter
      defined).

      Upon approval by the Board of Directors (as hereinafter defined), the plan
      shall become effective as of February 12, 1992 (the "Effective Date"), and
      shall remain in effect as provided in Section 1.3 herein.

1.2   PURPOSE OF THE PLAN

      The purpose of the Plan is to promote the success, and enhance the value,
      of the Company by linking the personal interests of Participants (as
      hereinafter defined) to those of International's shareholders and by
      providing Participants with an incentive for outstanding performance.

      The Plan is further intended to provide flexibility to the Company in its
      ability to motivate, attract and retain the services of Participants.

1.3   DURATION OF THE PLAN

      The Plan shall commence on the Effective Date, as described in Section 1.1
      herein, and shall remain in effect, subject to the right of the Board of
      Directors to terminate the Plan at any time pursuant to Article X herein,
      until all Shares (as hereinafter defined) subject to Awards (as
      hereinafter defined) granted under it shall have been purchased or
      acquired according to the Plan's provisions. However, in no event may an
      Award be granted under the Plan on or after May 5, 2004.

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                            ARTICLE II - DEFINITIONS

2.1   DEFINITIONS

      Whenever used in the Plan, the following terms shall have the meanings set
      forth below and, when the meaning is intended, the initial letter of the
      word is capitalized:

            (a)   "Award" means a grant under the Plan of Options or Deferred
                  Stock Units.

            (b)   "Beneficial Owner" shall have the meaning ascribed to such
                  term in Section 13(d) of the Securities Exchange Act of 1934
                  and the rules thereunder, without regard, however, to the
                  60-day period referred to in such Section.

            (c)   "Change in Control" of International shall be deemed to have
                  occurred if the conditions set forth in any one or more of the
                  following paragraphs shall have been satisfied:

                  (1)   Any person, as described in Section 3(a)(9) of the
                        Securities Exchange Act of 1934, (other than a person in
                        control of International on the Effective Date, or other
                        than a trustee or other fiduciary holding securities
                        under an Employee benefit plan of International, or a
                        corporation owned directly or indirectly by the
                        stockholders of International in substantially the same
                        proportions as their ownership of Shares of voting
                        securities of International), is or becomes the
                        Beneficial Owner, directly or indirectly, of voting
                        securities of International representing thirty percent
                        (30%) or more of the combined voting power of
                        International's then outstanding securities, excluding
                        for these purposes the Series A Participating Preferred
                        Stock of International; or

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                  (2)   During any period of two (2) consecutive years (not
                        including any period prior to the execution of the
                        Plan), individuals who at the beginning of such period
                        constitute the Board (and any new Director, whose
                        election by the Board or nomination for election by
                        International's stockholders was approved by a vote of
                        at least two-thirds of the Directors then still in
                        office who either were Directors at the beginning of the
                        period or whose election or nomination for election was
                        previously so approved), cease for any reason to
                        constitute a majority thereof; or

                  (3)   The stockholders of International approve: (a) a plan of
                        complete liquidation of International; or (b) an
                        agreement for the sale or disposition of all or
                        substantially all International's assets; or (c) a
                        merger or consolidation of International with any other
                        corporation, other than a merger or consolidation which
                        would result in the voting securities of International
                        outstanding immediately prior thereto continuing to
                        represent (either by remaining outstanding or by being
                        converted into voting securities of the surviving
                        entity), at least 50.1 percent of the combined voting
                        securities of International (or such surviving entity)
                        outstanding immediately after such merger or
                        consolidation.

      However, in no event shall a Change in Control be deemed to have occurred,
      with respect to a Participant, if that Participant is part of a purchasing
      group which consummates the Change-in-Control transaction. A Participant
      shall be deemed "part of a purchasing group" for purposes of the preceding
      sentence if the Participant is an equity participant, has been identified
      as a potential equity participant or has agreed to become an equity
      participant in the purchasing company or group (except for: (i) passive
      ownership of less than three percent (3%) of the shares of voting
      securities of


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      the purchasing company; or (ii) ownership of equity participation in the
      purchasing company or group which is otherwise not deemed to be
      significant, as determined prior to the Change in Control by a majority of
      the disinterested Directors).

      (e)   "Code" means the Internal Revenue Code of 1986, as amended from time
            to time.

      (f)   "Company" means McDermott International, Inc., a Panamanian
            corporation (or any successor thereto) and its subsidiaries and
            affiliates.

      (g)   "Deferred Stock Unit" or "DSU" means a right to receive a Share at a
            specified future date, granted under Article VI herein.

      (h)   "Director" means any individual who is a member of the Board of
            Directors of International.

      (i)   "Employee" means any part-time or full-time Employee of the Company.
            Directors who are not otherwise employed by International shall not
            be considered employees under the Plan.

      (j)   "Fair Market Value" shall mean the fair market value of a Share of
            common stock, as determined in accordance with procedures
            established by the Plan Administration Committee.

      (k)   "Insider" shall mean an employee of the Company included in the
            definition of Officer under Section 16 of the Securities Exchange
            Act of 1934 and the rules promulgated thereunder or other Employees
            designated as Officers by the Board.


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      (l)   "Officer" means an Employee of the Company included in the
            definition of Officer under Section 16 of the Securities Exchange
            Act of 1934 and the rules promulgated thereunder or other Employees
            designated as Officers by the Board.

      (m)   "Option" means a non-qualified Option to purchase Shares, granted
            under Article VI herein. The Options granted are not intended to
            qualify as "incentive stock options" as defined in Section 422 of
            the Code.

      (n)   "Option Price" means the price at which a Share may be purchased by
            a Participant pursuant to an Option, as determined by the Plan
            Administration Committee.

      (o)   "Participant" means an Employee of the Company who has outstanding
            an Award granted under the Plan.

      (p)   "Plan Administration Committee" means a Committee of Insiders
            designated by the Board to oversee the Plan (as specified in Article
            III).

      (q)   "Qualified Domestic Relations Order" shall mean a valid and
            effective domestic relations order, as determined by the Plan
            Administration Committee.

      (r)   "Reorganization" means a merger, consolidation, sale of all or
            substantially all of the Company's assets; or other corporate
            Reorganization in which the Company is not the surviving corporation
            (other than any such transaction the effect of which is merely to
            change the jurisdiction of incorporation of the Company); or any
            merger in which the Company is the surviving corporation but the
            holders of its Shares receive cash or securities of another
            corporation


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            or different securities of the surviving corporation; or a
            dissolution or liquidation of the Company.

      (s)   "Shares" means the Shares of common stock, $1 par value, of
            International.


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                          ARTICLE III - ADMINISTRATION

3.1   PLAN ADMINISTRATION

      The Plan shall be administered by the Plan Administration Committee of
      International, each member of which shall serve at the discretion of the
      Board of Directors. The Plan Administration Committee may delegate its
      authorities as identified hereunder, except that they may not be delegated
      to any member of management who participates in or is eligible to
      participate in this Plan.

3.2   AUTHORITY OF THE PLAN ADMINISTRATION COMMITTEE

      The Plan Administration Committee shall have full power, except as limited
      by law or by the articles of incorporation or by-laws of International,
      and subject to the provisions herein, to determine the terms and
      conditions of Awards in a manner consistent with the Plan; to construe and
      interpret the Plan and any agreement or instrument entered into under the
      Plan; to establish, amend, or waive rules and regulations for the Plan's
      administration; and (subject to the provisions of Article X herein) to
      amend the terms and conditions of any outstanding Award to the extent such
      terms and conditions are within the discretion of the Plan Administration
      Committee as provided in the Plan. Further, the Plan Administration
      Committee shall make all other determinations which may be necessary or
      advisable for the administration of the Plan.

3.3   DECISIONS BINDING

      All determinations and decisions made by the Plan Administration Committee
      pursuant to the provisions of the Plan and all related orders or
      resolutions of the Board of Directors shall be final, conclusive, and
      binding on all persons, including the Company, its stockholders,
      Employees, Participants, and their estates and beneficiaries.


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                   ARTICLE IV - SHARES SUBJECT TO THE PROGRAM

4.1   NUMBER OF SHARES

      Subject to adjustment as provided in Section 4.3 herein, the total number
      of Shares available for grant under the Plan shall be determined by the
      Board from time to time. These Shares may be either authorized but
      unissued Shares of common stock of International, or from Shares
      reacquired by International, including Shares purchased in the open
      market.

4.2   LAPSED AWARDS

      If any unexercised Option or outstanding Deferred Stock Unit granted under
      this Plan is cancelled, terminates, expires, or lapses for any reason, any
      Shares underlying such Award shall again be available for the grant of an
      Award under the Plan.

4.3   ADJUSTMENTS IN AUTHORIZED SHARES

      In the event of any merger, reorganization, consolidation,
      recapitalization, separation, liquidation, stock dividend, Share
      combination, or other change in the corporate structure of the Company
      affecting the Shares, such adjustment shall be made in the number and
      class of Shares which may be delivered under the Plan, and in the number
      and class of and/or price of Shares subject to outstanding Awards, as may
      be determined to be appropriate and equitable by the Plan Administration
      Committee, in its sole discretion, to prevent dilution or enlargement of
      rights; and provided that the number of Shares subject to any Award shall
      always be a whole number.


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                    ARTICLE V - ELIGIBILITY AND PARTICIPATION

5.1   ELIGIBILITY

      Persons eligible to participate in this Plan include select senior
      management Employees as determined at the discretion of the Plan
      Administration Committee. Officers will not be granted Options or DSUs
      under this Plan. Officer is defined in Section 2.1 herein and includes all
      individuals eligible to receive grants under International's 1992 Officer
      Stock Incentive Program. If, as a result of a change in employment, a
      Participant becomes an Officer, the Officer Participant will no longer be
      eligible to receive Awards under the Plan.

5.2   ACTUAL PARTICIPATION

      Subject to the provisions of the Plan, the Plan Administration Committee
      may, from time to time, at its sole discretion, select from senior
      management Employees of the Company those to whom Awards shall be granted
      and shall determine the amount of each Award. No Employee shall have any
      right to be granted an Award under the Plan. The receipt of an Award in
      any given year does not guarantee that any Award will be made in any
      succeeding year.


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               ARTICLE VI - STOCK OPTIONS AND DEFERRED STOCK UNITS

6.1   OPTION GRANTS

      Subject to the terms and provisions of the Plan, Options may be granted to
      eligible Employees at any time, and from time to time, as shall be
      determined by the Plan Administration Committee. The Plan Administration
      Committee shall have discretion in determining the number of Shares
      subject to Options granted to each Participant.

6.2   OPTION AWARD AGREEMENT

      Each Option grant shall be evidenced by an Option Award agreement that
      shall specify the Option Price, the duration of the Option, the number of
      Shares to which the Option pertains, the exercisability provisions of the
      Option, payment terms, and such other provisions as the Plan
      Administration Committee shall determine.

6.3   OPTION PRICE

      The Option Price for each grant of an Option shall be determined by the
      Plan Administration Committee; provided that, notwithstanding any other
      provision of the Plan, the Option Price shall not be less than the Fair
      Market Value of such Share on the date the Option is granted.

6.4   DURATION OF OPTIONS

      Each Option shall expire at such time as the Plan Administration Committee
      shall determine at the time of grant; provided, however, that no Option
      shall be exercisable later than ten (10) years following the anniversary
      date of its grant.


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6.5   EXERCISE OF OPTIONS

      Options granted under the Plan shall be exercisable at such times and be
      subject to such restrictions and conditions as the Plan Administration
      Committee shall in each instance approve, which need not be the same for
      each grant or for each Participant.

      Options shall be exercised by the delivery of a written notice of exercise
      to the Plan Administration Committee, setting forth the number of Shares
      with respect to which the Option is to be exercised.

6.6   PAYMENT

      The method of payment of the Option Price related to any Option exercised
      shall be determined at the discretion of the Plan Administration
      Committee. However, without limitation, payment in the form of previously
      acquired Shares will be permitted at the discretion of the Plan
      Administration Committee.

6.7   GRANT OF DEFERRED STOCK UNITS

      Subject to the terms and provisions of the Plan, the Plan Administration
      Committee, at any time and from time to time, may grant Deferred Stock
      Units to Participants in such amounts as it shall determine in its
      discretion.

6.8   DSU AGREEMENT

      Each DSU grant shall be evidenced by a DSU Award agreement that shall
      specify the number of DSUs granted, the vesting period, the date of
      delivery of Shares and such other provisions as the Plan Administration
      Committee shall determine.


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6.9   VOTING RIGHTS

      Participants holding Deferred Stock Units granted hereunder shall have no
      voting rights with respect to the underlying Shares until such DSUs have
      vested and have been delivered.

6.10  DIVIDENDS

      During the period beginning on the date of grant and ending on the date of
      delivery of the underlying Shares, Participants holding DSUs granted
      hereunder shall be credited with regular cash dividends paid with respect
      to the underlying Shares while they are so held. Such dividends may be
      paid currently, accrued as contingent cash obligations or converted into
      additional DSUs, upon such terms as the Plan Administration Committee
      establishes in its discretion.

      In the event that any dividend constitutes a "derivative security" or an
      "equity security" pursuant to Rule 16(a) of the Securities Exchange Act of
      1934, as amended, or any successor thereto, such dividend shall be subject
      to a vesting period equal to the remaining vesting period of the Shares
      underlying the DSUs with respect to which the dividend is paid.

6.11  RESTRICTIONS ON SHARE TRANSFERABILITY

      The Plan Administration Committee shall impose such restrictions on any
      Shares acquired pursuant to the exercise of an Option under the Plan or a
      grant of DSUs as it may deem advisable, including, without limitation,
      restrictions under applicable federal securities laws, under the
      requirements of any stock exchange or market upon which such Shares are
      then listed and/or traded, and under any blue sky or state securities laws
      applicable to such Shares.


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6.12  TERMINATION OF EMPLOYMENT

      In the event the employment of a Participant is terminated, the
      exercisability and duration of outstanding Options and the vesting of
      outstanding DSUs granted to that Participant shall be determined at the
      discretion of the Plan Administration Committee and the procedures shall
      be specified in the applicable Award agreement.

6.13  NON-TRANSFERABILITY OF OPTIONS AND DEFERRED STOCK UNITS

      No Option or DSU granted under the Plan may be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated, other than by will or by
      the laws of descent and distribution or pursuant to a Qualified Domestic
      Relations Order. Shares underlying each Deferred Stock Unit Award granted
      under the Plan shall become freely transferable by the Participant upon
      delivery.

6.14  DEFERRALS

      The Plan Administration Committee may permit a Participant to defer the
      delivery of Shares that would otherwise be due to such Participant by
      virtue of the vesting of Deferred Stock Units. If any such deferral
      election is permitted, the Plan Administration Committee shall, in its
      sole discretion, establish rules and procedures for such deferrals.


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                      ARTICLE VII - BENEFICIARY DESIGNATION

7.1   BENEFICIARY DESIGNATION

      Each Participant under the Plan may, from time to time, name any
      beneficiary or beneficiaries (who may be named contingently or
      successively) to whom any benefit under the Plan is to be paid in case of
      his death before he receives any or all of such benefit. Each such
      designation shall revoke all prior designations by the same Participant,
      shall be in a form prescribed by the Plan Administration Committee, and
      will be effective only when filed by the Participant in writing with the
      Plan Administration Committee during the Participant's lifetime. In the
      absence of any such designation, benefits remaining unpaid at the
      Participant's death shall be paid to the Participant's estate. In the
      event that any question arises as to any beneficiary discretion, elect to
      pay any benefits remaining at the Participant's death to the Participant's
      estate.


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                      ARTICLE VIII - RIGHTS OF PARTICIPANTS

8.1   EMPLOYMENT

      Nothing in the Plan shall interfere with or limit in any way the right of
      the Company to terminate any Participant's service to the Company at any
      time, nor confer upon any Participant any right to continue service as an
      employee of the Company.

8.2   PARTICIPATION

      No Employee shall have the right to be selected to receive an Award under
      the Plan, or, having been so selected, to be selected to receive a future
      Award.


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                ARTICLE IX - REORGANIZATION OR CHANGE IN CONTROL

9.1   REORGANIZATION

      If, in the event of a Reorganization, provision has not been made for
      substitution of new stock Options and/or DSUs by the surviving corporation
      for and having a value equal to the Options and/or DSUs held under the
      Plan at the date of such Reorganization, the owner of (i) such Options
      shall receive within thirty (30) days after such Reorganization in full
      satisfaction of such unexpired Options, cash representing the excess, if
      any, of the value of stock subject to such Option, valued with reference
      to the highest sale price at which the common stock of International is
      traded as reported for consolidated trading for issues listed on the New
      York Stock Exchange (or if not so listed, then as reported on any other
      national securities exchange) during the thirty (30) days preceding the
      date on which the Reorganization is consummated, over the applicable
      Option purchase price for such stock, without regard to the exercise dates
      provided in such Options under Section 6.5 of the Plan, and (ii) the owner
      of such DSUs shall receive the Shares underlying such DSUs.

9.2   CHANGE IN CONTROL

      In the event of a Change in Control, notwithstanding any other provision
      of the Plan to the contrary, all outstanding Options granted under the
      Plan shall immediately become exercisable, and all Deferred Stock Units
      shall immediately become vested.


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               ARTICLE X - AMENDMENT, MODIFICATION AND TERMINATION

10.1  AMENDMENT, MODIFICATION AND TERMINATION

      With the approval of the Board, at any time, and from time to time, the
      Plan Administration Committee may terminate, amend, or modify the Plan and
      any Award agreement outstanding hereunder.

10.2  AWARDS PREVIOUSLY GRANTED

      Notwithstanding Section 10.1, no termination, amendment, or modification
      of the Plan or of any Award agreement, shall in any manner adversely
      affect any Award previously granted under the Plan, without the written
      consent of the Participant holding such Award.


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                            ARTICLE XI - WITHHOLDING

11.1  TAX WITHHOLDING

      The Company shall have the power and the right to deduct or withhold, or
      require Participants to remit to the Company, amounts sufficient to
      satisfy federal, state, and local taxes (including the Participants' FICA
      obligations) required by law to be withheld with respect to any grant,
      exercise, or payment made under or as a result of the Plan. The Plan
      Administration Committee, in its sole discretion, shall promulgate rules
      governing methods by which such requirements are to be satisfied.


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                           ARTICLE XII - MISCELLANEOUS

12.1  GENDER AND NUMBER

      Except as otherwise indicated by the context, any masculine term used
      herein also shall include the feminine; the plural shall include the
      singular and the singular shall include the plural.

12.2  SEVERABILITY

      In the event any provision of the Plan shall be held illegal or invalid
      for any reason, the illegality or invalidity shall not affect the
      remaining parts of the Plan, and the Plan shall be construed and enforced
      as if the illegal or invalid provision had not been included.

12.3  REQUIREMENTS OF LAW

      The granting of Awards and the issuance of Shares under the Plan shall be
      subject to all applicable laws, rules, and regulations, and to such
      approvals by any governmental agencies or national securities exchanges as
      may be required.