Exhibit 10.2

SECOND AMENDMENT TO PLEDGE AGREEMENT

This SECOND AMENDMENT TO PLEDGE AGREEMENT, dated as of June 25, 2008 (this " Amendment "), is by and between JPMORGAN CHASE BANK, N.A., solely in its capacity as trustee for MESA OFFSHORE TRUST, a trust formed under the laws of the State of Texas, having an address at 919 Congress Avenue, Austin, Texas 78701 (" Pledgor ") and JPMORGAN CHASE BANK, N.A., having an address at 1111 Polaris Parkway, Columbus, Ohio 43240 (" Secured Party ").

RECITALS

A.            Pledgor and Secured Party (collectively, the " Parties ") entered into the Pledge Agreement, dated as of September 28, 2007 (the " Original Pledge Agreement "; capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original Pledge Agreement, as amended hereby).

B.            The Parties entered into a Second Amended and Restated Promissory Note (the " Note "), dated June 25, 2008, that amends, restates, renews and extends the Amended and Restated Promissory Note (the " Amended Note ") dated December 3, 2007, executed by Pledgor to the order of Secured Party.

C.            The Parties wish to provide for the amendment of certain provisions of the Original Pledge Agreement, all on the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1.1          AMENDMENT

1.1.1                         Certain Provisions.  The Parties hereby agree to amend the Original Pledge Agreement as follows:

(a)                                   As used in the Original Pledge Agreement, as amended hereby, the term "Note" shall have the meaning given to such term in Recital B of this Amendment.

(b)                                  The definition of " Collateral " in Section 1.1 (b) of the Original Pledge Agreement is hereby deleted in its entirety and replaced with the following:

"All assets that constitute the Trust Estate (as defined in the Indenture), including, but not limited to the following:

(a)                                   all of the issued and outstanding general partnership interests now or hereafter owned by Pledgor in the Partnership, together with any cash or property received in exchange or in substitution for such interests (the aforesaid general partnership interests and any income, proceeds, cash or other property received in

exchange or in substitution therefor is hereinafter referred to as the " Pledged Interests "); all distributions which may be made on, or distributed in consequence of the ownership of, the Pledged Interests; and all investment property, financial assets, securities, securities entitlements, instruments or distributions of any kind issuabl