Executive Employment Agreement

Exhibit 10.5

April 27, 2009

Todd Pellegrin
Hercules Offshore, Inc.
9 Greenway Plaza, Suite 2200
Houston, Texas 77046

     The Company appreciates your willingness and offer to modify certain aspects of your compensation arrangement as set forth in the following paragraph of this letter. Please review this proposal and consider it carefully. If you find the proposed modifications acceptable, please signify your agreement by executing this letter in the space provided below.

     Reference is made to that certain Executive Employment Agreement between you and Hercules Offshore, Inc. (the “Company”), dated effective as of December 15, 2008 (the “Employment Agreement”). For good and valuable consideration provided by each to the other, the sufficiency of which is hereby acknowledged, you hereby agree with the Company to waive certain provisions of your Employment Agreement in connection with the reduction of your salary approved by the Company’s Compensati