[HORNBECK OFFSHORE SERVICES, INC. LETTERHEAD]
                               Service with Energy

                          DIRECTOR & ADVISORY DIRECTOR
                                  COMPENSATION
                                  JULY 18, 2002


EFFECTIVE DATE

The effective date of the plan shall be July 18, 2002.

CASH COMPENSATION PLAN

Each Non-employee Director will receive a total annual retainer of $20,000 paid
quarterly on the first day of each calendar quarter. Each Non-employee Director
of the Company will receive $1,200 for each Board meeting if attended in person
and $800. if attended by telephonic communications. Board appointed committee
members would receive $600 with the committee chairman receiving $800 for each
committee meeting. Committee members must attend meetings in person or by
telephonic communications to receive the applicable compensation.

STOCK OPTION PROGRAM

Non-employee Directors will receive a minimum annual grant of 5,000 options,
which amount may be reviewed annually and increased at the discretion of the
Compensation Committee.

HEALTH BENEFIT PROGRAM

After 3 years of service as a Non-employee Director, such Non-employee Director
and his immediate family may also elect to participate in the same insurance
benefit programs on the same monetary terms as the executive officers.








LONGEVITY PLAN

The Company will provide a Longevity Plan for the benefit of Non-employee
Directors as follows: Upon completion of three years of service as a
Non-employee Director, the Non-employee Director will be granted (the
"Three-Year Grant") an option to purchase the number of shares of common stock
equaling 25% of the options granted to such Director over the previous three
years. Upon completion of five years of service as a Non-employee Director, the
Non-employee Director will be granted (the "Five-Year Grant") an option to
purchase the number of shares of common stock equaling 50% of the options
granted to such Director over the previous five-years less the number of shares
covered by options awarded in the Three-Year Grant, if any. Thereafter, upon
completion of each successive period of five years of service, a Non-employee
Director will be granted (a "Successive Longevity Grant") an option to purchase
the number of shares of common stock equaling 50% of the options granted to such
Director over the previous five-years (exclusive of any prior Longevity Grants
during such five years). The exercise price of the options granted under the
Longevity Plan will be the fair market value per share of the common stock on
the date of grant. The longevity options will vest in two tranches, 50% on the
date of grant and 50% on the first anniversary of the date of grant. A
Three-Year Grant, a Five Year Grant or a Successive Longevity Grant are also
referred to herein individually as a "Longevity Grant" or collectively as
"Longevity Grants." For purposes of the calculations contemplated by this
paragraph, sign-on option awards shall not be counted and awards matched to
purchases shall not be counted. Non-employee Directors on the approval date of
the Longevity Plan will have an anniversary date (start date) of the Plan
approval date. Non-employee board members joining the board after the Plan
approval date, will have an anniversary date, the earlier of, on the date they
are voted on the board or elected to the board by the shareholders.

Definition: Non-employee Director - A non-employee director or advisory director
of the Company who has not been employed by the Company for at least 3 years
and/or has not tendered his resignation from the Board; provided that payments
for an advisory or consulting agreement or for professional services shall not
constitute employment for this purpose.