X0303 4 2010-02-25 0000708819 MCDERMOTT INTERNATIONAL INC MDR 0001236857 BALDWIN DENNIS S 777 N. ELDRIDGE PARKWAY HOUSTON TX 77079 0 1 0 0 VP & Chief Accounting Officer Performance Shares 2010-02-25 4 A 0 15000 0 A 2010-11-12 Common Stock 15000 15000 D Each performance share represents a contingent right to receive one share of MDR common stock. Each performance share represents a contingent right to receive one share of MDR common stock. The performance shares vest on November 12, 2010, provided the reporting person is still an employee of the Company on that date, subject to limited exceptions. On November 12, 2007, the reporting person was granted a target number of performance shares, with the payout from 0 to 150% of target based on the Company's total consolidated operating income over a three-year period. The payout was determined on February 25, 2010, resulting in the reported number of performance shares received. Liane K. Hinrichs, by power of attorney 2010-03-01