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                                                                    EXHIBIT 10.5

                                CHANGE IN CONTROL
                                    AGREEMENT

THIS AGREEMENT is made as of the 30th day of June, 2004 by and between McDermott
International, Inc., a corporation duly organized under the laws of the Republic
of Panama (the "Company") and John A. Fees ("Executive".)

In consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereto agree as follows:

I.       Obligations of the Company Upon Termination of Executive After Change
         In Control. Following the Effective Date of a Change In Control, in the
         event Executive's employment by the Company is terminated before the
         one-year anniversary of the Effective Date of a Change In Control
         either (i) by the Company for any reason other than Cause, or (ii) by
         the Executive for Good Reason, then subject to the provisions of
         paragraph (b) below, the Company shall:

                  (a)      Pay to the Executive within thirty days after the
                           date of termination of Executive's employment (or
                           such earlier time as may be required by law) the
                           Accrued Benefits;

                  (b)      In the event that a bonus is paid after the date of
                           Executive's termination of employment under the
                           Company's Executive Incentive Compensation Plan
                           ("EICP") for the year prior to the year in which the
                           termination takes place (the "Measurement Period"),
                           pay to the Executive in a lump sum, at the same time
                           such bonus is paid to other EICP participants, a cash
                           bonus equal to the product of the multiplier used for
                           President and Chief Operating Officer and Executive's
                           annual base salary for the Measurement Period.

                  (c)      Pay to Executive in a lump sum in cash within thirty
                           days after the date of termination of Executives
                           employment a payment equal to the product of
                           Executive's target bonus under EICP for the year in
                           which the termination takes place and a fraction, the
                           numerator of which is the number of days that have
                           elapsed in the year in which the termination takes
                           place through the date of termination of Executive's
                           employment and the denominator of which is 365.

                  (d)      Pay to Executive in a lump sum in cash as soon as
                           administratively practicable after the date of
                           termination of Executive's employment 200% of the sum
                           of (1) Executive's annual base salary as in effect
                           immediately prior to the date of termination of
                           Executive's employment, and (2) Executive's target
                           bonus under EICP for the year in which the
                           termination takes place.

                  (e)      In the event that it is determined that any payment
                           or distribution of any type to or for the benefit of
                           the Executive made by the Company, by any of its
                           affiliates, by any person who acquires ownership or
                           effective control or ownership of a substantial
                           portion of the Company's assets (within the meaning
                           of section 280G of the Internal Revenue Code of 1986,
                           as amended, and the

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                           regulations thereunder (the "Code")) or by any
                           affiliate of such person, whether paid or payable or
                           distributed or distributable pursuant to the terms of
                           this Agreement or otherwise (the "Total Payments")
                           would be subject to the excise tax imposed by Section
                           4999 of the Code (the "Excise Tax"), then the
                           Executive shall be entitled to receive an additional
                           payment (an "Excise Tax Restoration Payment") in an
                           amount that shall fund the payment by the Executive
                           of any Excise Tax on the Total Payments as well as
                           all income taxes imposed on the Excise Tax
                           Restoration Payment, and any Excise Tax imposed on
                           the Excise Tax Restoration Payment.

II.      Participation In Other Company Programs.

         Nothing in this Agreement shall prevent or limit Executive's continuing
         or future participation in any plan, program, policy or practice
         provided by the Company for which Executive may qualify, nor, subject
         to paragraph (d) of Section X, shall anything herein limit or otherwise
         affect such rights as Executive may have under any contract or
         agreement with the Company. Amounts which are vested benefits or which
         Executive is otherwise entitled to receive under any plan, policy,
         practice or program of or any contract or agreement with the Company at
         or subsequent to the date of termination of Executive's employment
         shall be payable in accordance with such plan, policy, practice or
         program or contract or agreement except as explicitly modified by this
         Agreement. Notwithstanding the foregoing, it is expressly understood
         and acknowledged by Executive that any payment by the Company under
         Section I hereof shall be in lieu of any obligation on the part of the
         Company for payment of severance benefits under the Severance Plan for
         Employees of McDermott Incorporated and Participating Subsidiary and
         Affiliated Companies or any successor thereto or any other plan, policy
         or agreement of the Company in the event of termination of Executive's
         employment as provided in Section I hereof with the Company during the
         one-year period following the Effective Date of a Change In Control.

III.     Confidential and Proprietary Information.

         Executive acknowledges and agrees that any and all non-public
         information regarding the Company, any of its Subsidiaries and its or
         their customers (including but not limited to any and all information
         relating to its or their business practices, products, services,
         finances, management, strategy, profits and overhead) is confidential
         and the unauthorized disclosure of such confidential information will
         result in irreparable harm to the Company. Executive shall not, during
         his employment by the Company or any of its Subsidiaries and for a
         period of five years after termination of such employment (or such
         shorter period as may be required by law), disclose or permit the
         disclosure of any such confidential information to any person other
         than an employee of the Company or its Subsidiaries or an individual
         engaged by the Company or its Subsidiaries to render professional
         services to the Company or its Subsidiaries under circumstances that
         require such person to maintain the confidentiality of such
         information, except as such disclosure may be

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         required by law. The provisions of this Section III shall survive any
         termination of this Agreement. For purposes of this Section III, the
         term "confidential information" shall not include information that was
         or becomes generally available to the public other than as a result of
         disclosure by Executive. Executive acknowledges that the execution of
         this Agreement and the payments described in Section I herein
         constitute consideration for the limitations on activities set forth in
         this Section III, the adequacy of which is hereby expressly
         acknowledged by Executive. Executive understands and agrees that the
         Company shall suffer irreparable harm if Executive breaches Section III
         hereof, and that monetary damages shall be inadequate to address any
         such breach. Accordingly, Executive agrees that the Company shall have
         the right, to the extent permitted by applicable law, and in addition
         to any other rights or remedies it may have, to obtain from any court
         of competent jurisdiction, injunctive relief to restrain any breach or
         threatened breach hereof or otherwise to specifically enforce the
         provisions hereof.

IV.      Notices.

         All notices and other communications provided for by this Agreement
         shall be in writing and shall be deemed to have been duly given when
         (a) delivered by hand, (b) sent by facsimile or email to the facsimile
         number or email address given below, provided that a copy is also sent
         by a nationally recognized overnight delivery service, (c) the day
         after being sent by a nationally recognized overnight delivery service,
         or (d) three days after being mailed by United States Certified Mail,
         return receipt requested, postage prepaid, addressed as follows:

                  If to Executive:

                                        John A. Fees
                                        2116 Oak Park Place
                                        Lynchburg, VA 24503

                           Email:       jafees@bwxt.com

                           Facsimile:   434-522-6963

                  If to the Company:

                           McDermott International, Inc.
                           c/o          Louis J. Sannino
                                        Senior Vice President, Human Resources
                                        757 N. Eldridge Parkway
                                        Houston, TX 77079

                           Email:       ljsannino@mcdermott.com

                           Facsimile:   281-870-5095

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         or to such other address as any party may have furnished to the other
         in writing in accordance with this Agreement.

V.       Governing Law.

         The provisions of this Agreement shall be interpreted and construed in
         accordance with, and enforcement may be made under, the law of the
         State of Texas without reference to principles of conflict of laws.

VI.      Successors and Assigns.

         (a)      This Agreement is personal to Executive and, without the prior
                  written consent of the Company, shall not be assignable by
                  Executive otherwise than by will or the laws of descent and
                  distribution.

         (b)      This Agreement shall be binding upon and shall inure to the
                  benefit of the Company and its successors and assigns.

         (c)      The Company will require that any successor to all or
                  substantially all of its business and/or assets (whether such
                  successor acquires such business and/or assets directly or
                  indirectly, and whether by purchase, merger, consolidation or
                  otherwise) expressly assume and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. As used in this Agreement, "Company" shall
                  mean the Company as herein defined and any successor to its
                  business and/or assets.

VII.     Employment by Subsidiaries.

         If Executive is not employed by McDermott International, Inc., but is
         only employed by one or more Subsidiaries of McDermott International,
         Inc., then (a) the "Company" as defined herein shall be deemed to
         include such Subsidiary or Subsidiaries, and (b) termination of
         employment shall be determined with reference to Executive's employment
         by all such Subsidiaries. Further, the Company agrees that it will
         perform its obligations hereunder without regard to whether Executive
         is employed by the Company or by a Subsidiary or Subsidiaries of the
         Company.

VIII.    Severability.

         If any provision or portion of this Agreement shall be determined to be
         invalid or unenforceable for any reason, the remaining provisions of
         this Agreement shall be unaffected thereby and shall remain in full
         force and effect to the fullest extent permitted by applicable law.

IX.      Entire Agreement; Amendment.

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         This Agreement sets forth the entire Agreement of the parties hereto
         and supersedes all prior agreements, understandings and covenants
         between the parties with respect to the subject matter hereof. Except
         as provided in Section X, paragraphs (d) and (f) or Section XI, this
         Agreement may be amended or terminated only by mutual agreement of the
         parties in writing.

X.       Miscellaneous.

         (a)      The captions and headings of this Agreement are not part of
                  the provisions hereof and shall have no force or effect.

         (b)      The Company shall be entitled to withhold from any amounts
                  payable under this Agreement such Federal, state, local,
                  foreign or excise taxes as shall be required or permitted to
                  be withheld pursuant to any applicable law or regulation.

         (c)      Executive's or the Company's failure to insist upon strict
                  compliance with any provision of this Agreement or the failure
                  to assert any right Executive or the Company may have
                  hereunder, including, without limitation, the right of
                  Executive to terminate employment for Good Reason pursuant to
                  paragraph (g) of Section XII of this Agreement, shall not be
                  deemed to be a waiver of such provision or right or any other
                  provision or right of this Agreement.

         (d)      Executive and the Company acknowledge that, except as may
                  otherwise be provided under any other written agreement
                  between Executive and the Company, the employment of Executive
                  by the Company is "at will" and, subject to the last sentence
                  of paragraph (f) of Section XII hereof, Executive's employment
                  may be terminated by either Executive or the Company at any
                  time prior to the Effective Date of a Change In Control, in
                  which case this Agreement shall terminate as provided in
                  Section XI below and Executive shall have no further rights
                  under this Agreement.

         (e)      For purposes of this Agreement, the date of termination of
                  Executive's employment shall be: (i) if Executive's employment
                  is terminated by the Company for Cause, the date on which the
                  Company delivers to Executive the resolution referred to in
                  the last sentence of Section XII, paragraph (c), or, with
                  respect to a termination under Section XII, paragraph
                  (c)(iii), the date on which the Company notifies Executive of
                  such termination, (ii) if Executive's employment is terminated
                  by the Company because of Executive's Disability or for a
                  reason other than Cause or Executive's death or Disability,
                  the date on which the Company notifies Executive of such
                  termination, (iii) if executive's employment is terminated by
                  Executive for Good Reason, the date on which Executive
                  notifies the Company of such termination (after having given
                  the Company notice and a thirty-day cure period), or (iv) if
                  Executive's employment is terminated by reason of death, the
                  date of death of executive.

         (f)      The Company may terminate this Agreement at any time prior to
                  a Change In Control upon giving Executive written notice of
                  such termination at least thirty days prior to the date of
                  termination if

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                  either of the following circumstances take place: (i)
                  Executive's position with the Company is changed so that he
                  ceases to be an officer of the Company, or (ii) Executive
                  ceases to be a fulltime employee; provided that if a Change In
                  Control is announced or occurs during such thirty-day period,
                  the termination shall not be effective.

         (g)      This Agreement may be executed in two counterparts, each of
                  which shall be deemed an original and together shall
                  constitute one and the same agreement, with one counterpart
                  being delivered to each party hereto.

         (h)      In the event the Executive's employment is terminated
                  following the Effective Date of a Change In Control and before
                  the one-year anniversary of the Effective Date of a Change In
                  Control (i) by the Company for Cause or an a result of
                  Executive's death or disability, or (ii) by Executive without
                  Good Reason, Executive shall not be entitled to the payments
                  described in Section 1 hereof.

XI.      Term.

         This Agreement shall terminate on the earliest to occur of (i)
         termination by the Company in accordance with Section X, paragraph (f)
         above, (ii) the date one year after the Effective Date of a Change or
         Control, or (iii) the date on which Executive's employment with the
         Company is terminated (subject to the last sentence of Section XII,
         paragraph (g)); provided, however, that if Executive's employment with
         the Company is terminated under any of the circumstances described in
         Section I hereof, Executive's rights hereunder shall continue following
         the termination of his/her employment with the Company until all
         benefits to which Executive is entitled hereunder has been paid and the
         Company's rights hereunder shall continue until all obligations owed to
         it hereunder have been satisfied.

XII.     Definitions.

         For purposes of this Agreement, the following terms shall have the
         meanings given them in this Section XII.

         (a)      "Accrued Benefits" shall mean:

                  (i)      Any portion of Executive's Annual Base Salary earned
                           through the date of termination of Executive's
                           employment and not yet paid;

                  (ii)     Reimbursement for any and all amounts advanced in
                           connection with Executive's employment for reasonable
                           and necessary expenses incurred by Executive through
                           the date of termination of Executive's employment in
                           accordance with the Company's policies and procedures
                           on reimbursement of expenses;

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                  (iii)    Any earned vacation pay not theretofore used or paid
                           in accordance with the Company's policy for payment
                           of earned and unused vacation time; and

                  (iv)     All other payments and benefits to which Executive
                           may be entitled under the terms of any applicable
                           compensation arrangement or benefit plan or program
                           of the Company that do not specify the time of
                           distribution; provided that Accrued Benefits shall
                           not include any entitlement to severance under any
                           severance policy of the Company generally applicable
                           to the salaried employees of the Company.

         (b)      "Annual Base Salary" shall mean Executive's annual rate of pay
                  excluding all other elements of compensation such as, without
                  limitation, bonuses, perquisites, expatriate or hardship
                  premiums, restricted stock awards, stock options and
                  retirement and welfare benefits.

         (c)      "Cause" shall mean:

                  (i)      the willful and continued failure of Executive to
                           perform substantially his/her duties with the Company
                           (occasioned by reason other than physical or mental
                           illness or disability of Executive) after a written
                           demand for substantial performance is delivered to
                           Executive by the Compensation Committee of the Board
                           or the Chief Executive Officer of the Company which
                           specifically identifies the manner in which the
                           Compensation Committee of the Board or the Chief
                           Executive Officer believes that Executive has not
                           substantially performed his/her duties, after which
                           Executive shall have thirty days to defend or remedy
                           such failure to substantially perform his/her duties:

                  (ii)     the willful engaging by Executive in illegal conduct
                           or gross misconduct which is materially and
                           demonstrably injurious to the Company; or

                  (iii)    the conviction of Executive with no further
                           possibility of appeal or, or plea of nolo contendere
                           by Executive to, any felony.

                  The cessation of employment of Executive under subparagraph
                  (i) and (ii) above shall not be deemed to be for "Cause"
                  unless and until there shall have been delivered a Executive a
                  copy of a resolution duly adopted by the affirmative vote of
                  not less than three-quarters (3/4) of the entire membership of
                  the Compensation Committee of the Board at a meeting of such
                  Committee called and held for such purpose (after reasonable
                  notice is provided to Executive and Executive is given an
                  opportunity, together with counsel, to be heard before the
                  Compensation Committee of the Board), finding that, in the
                  good faith opinion of the Compensation Committee of the Board,
                  Executive is guilty of the conduct described in subparagraph
                  (i) or (ii) above, and specifying the particulars thereof in
                  detail.

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         (d)      "Change In Control" shall be deemed to occur if:

                  (i)      When any "person" or "group" of persons (as such
                           terms are used in Section 13 and 14 of the Securities
                           Exchange Act of 1934, as amended from time to time
                           (the "Exchange Act")), other than the Company or any
                           employee benefit plan sponsored by the Company,
                           becomes the "beneficial owner" (as such term is used
                           in Section 13 of the Exchange Act) of 25 percent or
                           more of the total number of the Company's common
                           shares at the time outstanding; or

                  (ii)     of the approval by the vote of the Company's
                           stockholders holding at least 50 percent (or such
                           greater percentage as may be required by the
                           Certificate of Incorporation or Bylaws of the Company
                           or by law) of the voting stock of the Company of any
                           merger, consolidation, sales of assets, liquidation
                           or reorganization in which the Company will not
                           survive as a publicly owned corporation or;

                  (iii)    when the individuals who, at the beginning of any
                           period of two years or less, constituted the Board of
                           Directors of the Company cease, for any reason, to
                           constitute at least a majority thereof, unless the
                           election or nomination for election of each new
                           director was approved by the vote of at least a
                           majority of the directors then still in office who
                           were directors at the beginning of such period.

                  A Change In Control shall not result from any transaction
                  precipitated by the Company's insolvency, appointment of a
                  conservator or determination by a regulatory agency that the
                  Company is insolvent.

         (e)      "Disability" shall mean circumstances that qualify Executive
                  for long-term disability benefits under the Company's
                  Long-Term Disability Plan as in effect immediately prior to
                  the Change In Control.

         (f)      "Effective Date" with respect to a Change In Control for
                  purposes of this Agreement shall be the earliest to occur of
                  (i) the date on which the Company receives a copy of a
                  Schedule 13D disclosing beneficial ownership of shares in
                  accordance with Section XII, paragraph (d)(i) above; (ii) the
                  effective date of the consummation of a merger, consolidation,
                  share exchange or similar form of corporate transaction or
                  liquidation or reorganization in accordance with Section XII,
                  paragraph (d)(ii); or (iii) the date of the annual or special
                  meeting of shareholders at which the last director necessary
                  to meet the requirements of Section XII, paragraph (d)(iii) is
                  elected. Upon the occurrence of the Effective Date of a Change
                  In Control, the Board of Directors or its designee shall,
                  within thirty days thereof, provide written notice to
                  Executive of the Effective Date of the Change In Control.
                  Notwithstanding anything to the contrary in this Agreement, if
                  a Change In
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                  Control occurs and if Executive's employment with the Company
                  is terminated within the ninety days prior to the Effective
                  Date of the Change In Control as determined in accordance with
                  the first sentence of this paragraph (f), and if it is
                  reasonably demonstrated by Executive that such termination of
                  employment was at the request of a third party who has taken
                  steps reasonably calculated to effect a Change In Control, or
                  otherwise arose in connection with or in anticipation of a
                  Change In Control, then for all purposes of this Agreement,
                  the "Effective Date" of the Change In Control shall mean the
                  date immediately prior to the date of such termination of
                  employment.

         (g)      "Good Reason" shall mean:

                  (i)      the assignment to Executive of duties that are
                           materially inconsistent with Executive's position,
                           authority, duties or responsibilities immediately
                           prior to the Change In Control, or any other action
                           by the Company which results in a material diminution
                           in such position, authority, duties or
                           responsibilities;

                  (ii)     requiring Executive, without his consent, to be based
                           at any office or location other than the office or
                           location a which Executive was employed immediately
                           prior to the Change In Control; provided, however,
                           that any such relocation requests shall not be
                           grounds for resignation with Good Reason if such
                           relocation is within a twenty-mile radius of the
                           location at which Executive was based prior to the
                           Effective Date of a Change In Control;

                  (iii)    a reduction in Executive's Annual Base Salary in
                           effect immediately prior to the Change In Control or
                           a reduction in the target multiplier used to
                           calculate the annual bonus awarded to Executive below
                           the target multiplier used to calculate the bonus
                           paid to Executive under the EICP immediately prior to
                           the Change In Control, provided, however that in
                           either case a reduction in the Annual Base Salary or
                           the target bonus multiplier shall not be considered
                           "Good Reason" with respect to any year for which such
                           reduction is part of a reduction uniformly applicable
                           to all similarly situated employees;

                  (iv)     a change in Executive's eligibility to participate in
                           incentive compensation plans as in effect immediately
                           prior to the Change In Control; or

                  (v)      any material breach of this Agreement by the Company,
                           excluding for this purpose an isolated, insubstantial
                           or inadvertent action not taken in bad faith and
                           which is remedied by the Company promptly after
                           receipt of notice thereof given by Executive.

                  Upon the occurrence of any of the events described above,
                  Executive shall give the Company written notice that such
                  event constitutes Good Reason and the Company shall thereafter
                  have thirty days in which to cure. If the Company has not
                  cured in that time, the event shall constitute Good Reason.

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         (h)      "Subsidiaries" shall mean every, limited liability company,
                  partnership or other entity of which 50% or more of the total
                  combined voting power of all classes of voting securities or
                  other equity interests is owned, directly or indirectly, by
                  McDermott International, Inc.

XIII.    Arbitration

         Any controversy or claim arising out of or relating to this Agreement
         (or the breach thereof) shall be settled by final and binding
         arbitration in Houston, Texas by one arbitrator selected in accordance
         with the Commercial Arbitration Rules (the "Rules") of the American
         Arbitration Association (the "Association") then in effect. Subject to
         the following provisions, the arbitration shall be conducted in
         accordance with the Rules then in effect. Any award entered by the
         arbitrator shall be final and binding, and judgment may be entered
         thereon by any party hereto in any court of law having competent
         jurisdiction. This arbitration provision shall be specifically
         enforceable. The Company and the Executive shall each pay half of the
         administrative fees of the Association and the compensation of the
         arbitrator and shall each be responsible for its or his/her own
         attorney's fees and expenses relating to the conduct of the
         arbitration.

IN WITHNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                        McDERMOTT INTERNATIONAL, INC.

                                   By:  ________________________________________

                                   Printed Name: _______________________________

                                   Title: ______________________________________

                                   Date:    ____________________________________

                                   Executive: __________________________________

                                   Date:  ______________________________________