Exhibit 10.1

2005 INCENTIVE PLAN OF
OCEANEERING INTERNATIONAL, INC.

First Amendment

          Oceaneering International, Inc., a Delaware corporation (the “Company”), having reserved the right under Paragraph 13 of the 2005 Incentive Plan of Oceaneering International, Inc. (the “Plan”), to amend the Plan, does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:

     1. The definition of “Fair Market Value” in Paragraph 3 of the Plan is hereby amended in its entirety to read as follows:

“‘Fair Market Value’ of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed or quoted on a national securities exchange, the closing price per share of Common Stock reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed or quoted on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if the Common Stock is not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.”

     2. The definition of “SAR” in Paragraph 3 of the Plan is hereby amended in its entirety to read as follows:

“‘SAR’ means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value of a share of Common Stock on the date the right is exercised over the Fair Market Value of a share of Common Stock on the date of grant.”

     3. The fourth sentence of Paragraph 6(a) of the Plan is hereby amended in its entirety to read as follows:

“Subject to paragraph 6(c) and paragraph 18 hereof, the Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this

Plan or an Award or otherwise amend or modify an Award in any manner that is (i) not adverse to the Participant to whom such Award was granted, (ii) consented to by such Participant or (iii) authorized by paragraph 15(c) hereof; provided, however, that no such action shall permit the term of any Option to be greater than seven years from the applicable grant date.”

     4. Paragraph 10(b) of the Plan is deleted and Paragraph 10(c) of the Plan is hereby renumbered as Paragraph 10(b) and any affected references thereto are revised accordingly.

     5. Paragraph 13 of the Plan is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding any provision in this Plan to the contrary, this Plan shall not be amended or terminated in such manner that would cause this Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.”

     6. Paragraph 15 of the Plan is hereby amended by adding the following subparagraph 15(d) to the end thereof:

“(d) No adjustment authorized by this paragraph 15 shall be made by the Company in such manner that would cause or result in this Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.”

     7. Paragraph 18 of the Plan is hereby amended by adding the following sentences to the end thereof:

“This Plan is intended to comply with Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A. The Plan shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Plan if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.”

     8. The Plan shall remain in full force and effect and, as amended by this First Amendment, is hereby ratified and affirmed in all respects.

           IN WITNESS WHEREOF , Oceaneering International, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December 2008, but effective as of the close of business on December 31, 2008.

Exhibit 10.2

2002 INCENTIVE PLAN OF
OCEANEERING INTERNATIONAL, INC.

First Amendment

          Oceaneering International, Inc., a Delaware corporation (the “Company”), having reserved the right under Paragraph 13 of the 2002 Incentive Plan of Oceaneering International, Inc. (the “Plan”), to amend the Plan, does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:

     1. The definition of “Fair Market Value” in Paragraph 3 of the Plan is hereby amended in its entirety to read as follows:

“‘Fair Market Value’ of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed or quoted on a national securities exchange, the closing price per share of Common Stock reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed or quoted on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if the Common Stock is not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc. or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.”

     2. The definition of “SAR” in Paragraph 3 of the Plan is hereby amended in its entirety to read as follows:

“‘SAR’ means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value of a share of Common Stock on the date the right is exercised over the Fair Market Value of a share of Common Stock on the date of grant.”

     3. The fourth sentence of Paragraph 6(a) of the Plan is hereby amended in its entirety to read as follows:

“Subject to paragraph 6(c) and paragraph 20 hereof, the Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this

Plan or an Award or otherwise amend or modify an Award in any manner that is (i) not adverse to the Participant to whom such Award was granted, (ii) consented to by such Participant or (iii) authorized by paragraph 15(c) hereof; provided, however, that no such action shall permit the term of any Option to be greater than five years from the applicable grant date.”

     4. Paragraph 10(b) of the Plan is deleted and Paragraph 10(c) of the Plan is hereby renumbered as Paragraph 10(b) and any affected references thereto are revised accordingly.

     5. The last sentence of Paragraph 12 of the Plan is deleted.

     6. Paragraph 13 of the Plan is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding any provision in this Plan to the contrary, this Plan shall not be amended or terminated in such manner that would cause this Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.”

     7. Paragraph 15 of the Plan is hereby amended by adding the following subparagraph 15(d) to the end thereof:

“(d) No adjustment authorized by this paragraph 15 shall be made by the Company in such manner that would cause or result in this Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.”

     8. The Plan is hereby amended by adding the following new Paragraph 20 to the end thereof which shall read as follows:

“20. Code Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under the Plan would result in the imposition of an additional tax under Code Section 409A and related regulations and Treasury pronouncements (“Section 409A”), that Plan provision or Award will be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. This Plan is intended to comply with Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A. The Plan shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Plan if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.”

     9. The Plan shall remain in full force and effect and, as amended by this First Amendment, is hereby ratified and affirmed in all respects.

           IN WITNESS WHEREOF , Oceaneering International, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December 2008, but effective as of the close of business on December 31, 2008.

Exhibit 10.3

OCEANEERING INTERNATIONAL, INC.
AMENDED AND RESTATED
2002 RESTRICTED STOCK UNIT AWARD INCENTIVE AGREEMENT

First Amendment

          Oceaneering International, Inc., a Delaware corporation (the “Company”), and                      , having entered into the 2002 Amended and Restated Restricted Stock Unit Award Incentive Agreement (the “Agreement”), under the 2002 Incentive Plan of Oceaneering International, Inc., desire to amend the Agreement, effective as of the close of business on December 31, 2008, as follows:

     1. Section 1(c) of the Agreement is hereby amended to read as follows:

“‘Disability’ means Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Participant’s inability and its anticipated duration shall be determined solely by a medical physician of Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.”

     2. The first sentence of Section 3(e) of the Agreement is hereby amended to read as follows:

“Within 10 days after vesting of a Restricted Stock Unit, the Company shall pay to Participant a cash lump-sum in an amount sufficient to provide for the payment of all United States federal income taxes imposed with respect to Participant’s acquisition of a particular share of Common Stock issued for a Restricted Stock Unit, as well as a cash lump-sum in an amount sufficient to reimburse Participant for the tax obligation on such amounts so that Participant is paid an amount as a tax assistance payment by the Company sufficient to fund all of his income taxes on both the share of Common Stock and the tax assistance payment.”

     3. Section 3(g) of the Agreement is hereby amended to read as follows:

“In the event of the death or Disability of Participant while in the service of the Company or any successor to the Company, (i) Participant shall be fully vested in any Restricted Stock Units not previously forfeited by Participant on the date of such death or

Disability, (ii) the Company shall issue a share of Common Stock for each such Restricted Stock Unit within 10 days of such death or Disability, and (iii) tax assistance payments in the form of a cash lump-sum shall be made by the Company to Participant with respect to such event within 10 days of such death or Disability.”

          IN WITNESS WHEREOF , Oceaneering International, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December, 2008, but effective as of the close of business on December 31, 2008.

         Participant hereby accepts the foregoing amendment to the Amended and Restated 2002 Restricted Stock Unit Award Incentive Agreement on this 15th day of December, 2008.

Exhibit 10.4

OCEANEERING INTERNATIONAL, INC.
AMENDED AND RESTATED
2002 RESTRICTED STOCK UNIT AWARD INCENTIVE AGREEMENT

First Amendment

          Oceaneering International, Inc., a Delaware corporation (the “Company”), and John R. Huff, having entered into the 2002 Amended and Restated Restricted Stock Unit Award Incentive Agreement (the “Agreement”), under the 2002 Incentive Plan of Oceaneering International, Inc., desire to amend the Agreement, effective as of the close of business on December 31, 2008, as follows:

     1. Section 1(c) of the Agreement is hereby amended to read as follows:

“‘Disability’ means Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Participant’s inability and its anticipated duration shall be determined solely by a medical physician of Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.”

     2. The fifth and sixth sentences of Section 3(d) of the Agreement are hereby amended to read as follows:

“Upon Participant ceasing to serve as Chairman pursuant to Section 4(a) of the Amended and Restated Service Agreement between Participant and the Company, and as thereafter amended (the “Service Agreement”), all Restricted Stock Units not previously vested shall vest as of the date of such cessation. Upon Participant ceasing to serve as Chairman pursuant to Section 4(b) of the Service Agreement for which the conditions of the applicable provisions of paragraphs (a), (b) or (c) and this paragraph (d) have not been satisfied, all Restricted Stock Units not previously vested as of the date of such cessation of service shall be forfeited. Within 10 days of the date of vesting of a Restricted Stock Unit, Participant will be issued a share of Common Stock for every such Restricted Stock Unit.”

     3. The first sentence of Section 3(e) of the Agreement is hereby amended to read as follows:

“Within 10 days after vesting of a Restricted Stock Unit, the Company shall pay to Participant a cash lump-sum in an amount sufficient to provide for the payment of all United States federal income taxes imposed with respect to Participant’s acquisition of a particular share of Common Stock issued for a Restricted Stock Unit, as well as a cash lump-sum in an amount sufficient to reimburse Participant for the tax obligation on such amounts so that Participant is paid an amount as a tax assistance payment by the Company sufficient to fund all of his income taxes on both the share of Common Stock and the tax assistance payment.”

     4. Section 3(g) of the Agreement is hereby amended to read as follows:

“In the event of the death or Disability of Participant while in the service of the Company or any successor to the Company, (i) Participant shall be fully vested in any Restricted Stock Units not previously forfeited by Participant on the date of such death or Disability, (ii) the Company shall issue a share of Common Stock for each such Restricted Stock Unit within 10 days of such death or Disability, and (iii) tax assistance payments in the form of a cash lump-sum shall also be made by the Company to Participant with respect to such event within 10 days of such death or Disability.”

[Signature page follows]

           IN WITNESS WHEREOF , Oceaneering International, Inc. has caused these presents to be executed by the Chairman of its Compensation Committee in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December, 2008, but effective as of the close of business on December 31, 2008.

          Participant hereby accepts the foregoing amendment to the Amended and Restated 2002 Restricted Stock Unit Award Incentive Agreement on this 15th day of December, 2008.

Exhibit 10.5

OCEANEERING INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2009)

ARTICLE I
Purpose and Status

     1.1. Purpose of Plan . The purpose of the Oceaneering International, Inc. Supplemental Executive Retirement Plan (the “Plan”) is to advance the interests of Oceaneering International, Inc. (the “Company”) and its participating subsidiaries and affiliates, and of its owners, by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.

     1.2. Status . The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), provided for plans that are unfunded and maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. The Plan is not intended to comply with requirements under Section 401 of the Internal Revenue Code of 1986, as amended (“Code”). The Plan is intended to comply with Section 409A of the Code.

     1.3. Effective Date . This amendment and restatement of the Plan is effective as of the close of business December 31, 2008 (“Effective Date”).

     1.4. Grantor Trust . The Company may establish, in its sole discretion, a grantor trust to be utilized in conjunction with this Plan (the “Trust”).

     1.5. Code Section 409A . This amendment and restatement of the Plan is intended to comply with the requirements of Code Section 409A and applies to benefits earned or vested on or after January 1, 2005, and the earnings thereon, except as otherwise explicitly provided herein.

ARTICLE II
Definitions

          The following capitalized terms shall have the meanings set forth below, unless a different meaning is reasonably required by the context.

     2.1. “Account” means collectively the Participant’s Company Account and the Participant’s Deferral Account which are sub-accounts of the Participant’s Account. Separate sub-accounts may be maintained for each Participant for each Plan Year in which hypothetical deferrals or contributions are made by or on behalf of the Participant. Additional separate sub-accounts may be established as the Committee deems necessary.

     2.2. “Affiliate” means with respect to the Company, (i) any corporation that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Company is a member; (ii) any trade or business (whether or not incorporated) that is under common control with the Company (within the meaning of Section 414(c) of the Code); (iii) any organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) of which the Company is a member; (iv) any other organization or entity which is required to be aggregated with the Company under Section 414(o) of the Code and Regulations issued thereunder; or (v) any other related organization or entity designated by the Board as an Affiliate.

     2.3. “Beneficiary” means the person designated by each Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under this Plan in the event of the Participant’s death prior to receiving complete payment of his Vested Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse or, if there is no spouse on the date of Participant’s death, the Participant’s estate.

     2.4. “Board” means the Board of Directors of the Company, or the board of directors or similar body of any entity that is a successor to the Company.

     2.5. “Bonus” means any amount payable to a Participant under any plan, policy or program of the Company providing for the payment of cash bonuses to employees. The Committee shall establish the types of bonus payments that are deferrable by the Participant under the Plan.

     2.6. “Business Day” means any day on which the New York Stock Exchange is open for business.

     2.7. “Change in Control” means the earliest date at which:

          (a) any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

          (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

          (c) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former stockholders of the Company; or

          (d) a tender offer or exchange offer is made and consummated by a person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

          (e) all or substantially all of the assets of the Company are sold or transferred to a person as to which (i) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such person are not consolidated for financial reporting purposes.

          Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

     2.8. “Committee” means the Compensation Committee of the Board, or such other committee appointed by the Board to act as administrator of the Plan and to perform the duties described in Articles VI and VII.

     2.9. “Company Account” means the bookkeeping account maintained by the Committee reflecting each Participant’s Company Contributions, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.

     2.10. “Company Contribution” means the total hypothetical Discretionary Contributions credited to a Participant’s Company Account for any one Plan Year pursuant to the provisions of Section 4.1.

     2.11. “Compensation” means monthly base salary before any reductions.

     2.12. “Deemed Investments” mean, with respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested for purposes of determining the value of such Account under this Plan.

     2.13. “Deferral Account” means the bookkeeping account maintained by the Committee reflecting each Participant’s Deferrals, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.

     2.14. “Disability” means a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A Participant’s disability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.

     2.15. “Discretionary Contribution” means the hypothetical contributions credited to a Participant’s Company Account for any Plan Year at the discretion of the Company.

     2.16. “Participant” means an employee of the Company who has been selected to participate in the Plan.

     2.17. “Participant Deferral” means Compensation that is deferred by a Participant and credited, as a hypothetical bookkeeping entry, to the Participant’s Deferral Account for any one Plan Year pursuant to the provisions of Section 4.2.

     2.18. “Plan” means the Oceaneering International, Inc. Supplemental Executive Retirement Plan and any amendments hereto.

     2.19. “Plan Year” means the 12-month period beginning on July 1 ^st and ending on June 30 ^th of each calendar year.

     2.20. “Regulations” means regulations established under the Code of Federal Regulations, as amended.

     2.21. “Separation from Service” means a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation 1.409A-1(h).

     2.22. “SERP Administrative Committee” means the committee to which the Board has delegated certain limited authority under Section 7.2 of the Plan.

     2.23. “Specified Employee” means a key employee (as defined in Code Section 416(i), without reference to paragraph (5) thereof) of the Company. For purposes of this definition, a Participant is a key employee if the Participant meets the requirements of Code Section 416(i) (disregarding paragraph (5) thereof) at any time during the twelve-month period ending on an identification date. The identification date for this purpose shall be December 31. If a

Participant is a key employee as of December 31, the Participant is treated as a Specified Employee for the twelve-month period beginning on April 1 immediately following such date.

     2.24. “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 409A(a)(2)(B)(ii) of the Code and Treasury Regulation 1.409A-3(i)(3)(i)); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

     2.25. “Valuation Date” means each Business Day; provided, however, that the value of an Account on a day other than a Business Day shall be the value as determined for the most recent prior Business Day.

     2.26. “Vested Account” means the sum of the Participant’s Vested Company Account and the Participant’s Deferral Account.

     2.27. “Vested Company Account” means the sum of the Company Account multiplied by the Vested Percentage.

     2.28. “Vested Percentage” means the percentage as to which a Participant is vested in his Company Account as determined under Section 3.4.

     2.29. “Voting Securities” means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

     2.30. “Year(s) of Participation” means each 12 consecutive full months of employment after the individual first becomes a Participant.

ARTICLE III
Accounts

     3.1. Company Account . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. A separate Company Account (“Plan Year Company Sub-Account”) shall be maintained for each Participant for each Plan Year in respect of which hypothetical Company Contributions, if any, are credited under the Plan for the benefit of the Participant. The Committee shall credit, as a bookkeeping entry, the amount of each Company Contribution made on behalf of a Participant pursuant to Section 4.1 to such Participant’s Company Account as of the last day of each month of the Plan Year for which the Company Contribution was made or at such other times as determined by the Committee. The Committee shall further adjust the Participant’s Company Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine, based upon the performance of the specific Deemed Investments selected from time to time by the Participant. The Company shall not be required to segregate any of its assets with respect to the Company Accounts, nor shall any provision of the Plan be construed as constituting such segregation.

     3.2. Participant Deferral Account . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Deferral Account. A separate Deferral Account (“Plan Year Employee Sub-Account”) shall be maintained for each Participant for each Plan Year in respect of which hypothetical Participant Deferrals, if any, are credited under the Plan for the benefit of the Participant. The Committee shall credit, as a bookkeeping entry, the amount of each Participant Deferrals made on behalf of a Participant pursuant to Section 4.2 to such Participant’s Deferral Account as soon as administratively feasible following the applicable deferral. The Committee shall further adjust the Participant’s Deferral Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine, based upon the performance of the specific Deemed Investments selected from time to time by the Participant. The Company shall not be required to segregate any of its assets with respect to the Deferral Accounts, nor shall any provision of the Plan be construed as constituting such segregation.

     3.3. Deemed Investments . In accordance with procedures established by the Committee, the Participant may designate the specific Deemed Investments with respect to which his Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his Account shall be deemed invested in the Deemed Investment(s) designated by the Committee in a uniformly non-discriminatory manner. A Participant may change such designation with respect to future Company Contributions and Participant Deferrals, as well as with respect to amounts already credited to his Account, provided such change(s) are made in accordance with the procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant upon request. The Committee shall determine from time to time each of the Deemed Investments made available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its

assets in any of the investment vehicles serving as the Deemed Investments. The Deemed Investments available hereunder shall be maintained in connection with the records of the administration of the Plan and may be mirrored by investment funds that actually are maintained under the Trust. Neither the Committee nor the trustee of any Trust maintained in connection with the Plan shall be bound to honor or follow any Participant’s request regarding his election of desired Deemed Investment and the amounts to be invested in each such option, but the Participant nevertheless shall be credited under the Plan with the hypothetical performance of the hypothetical investment options that the Participant requested from those which are made available under the Plan. The Company shall have the right, at any time and from time to time, in its sole discretion, to substitute assets of equal fair market value for any asset held by the trustee of any Trust maintained in connection with the Plan.

     3.4. Vesting of Company Account . A Participant’s Vested Percentage shall be determined by the Participant’s Years of Participation as of each June 30th, as set forth in the following schedule:

     Upon any Participant’s Separation from Service with the Company, such Participant shall forfeit the non-vested portion of his Company Account. For these purposes, the Vested Percentage shall be determined as of the date of the Participant’s Separation from Service; provided, however, that amounts not so forfeited shall continue to be adjusted in accordance with Sections 3.1 and 3.3 from and after such Separation from Service.

     The vesting schedule above notwithstanding, the Participant shall have a Vested Percentage of 100% for his Company Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date on which the Participant completes 10 Years of Participation, (ii) the date on which the sum of the Participant’s attained age and Years of Participation equals 65, (iii) the date of the Participant’s Separation from Service as a result of his death or Disability, or (iv) the date of the Participant’s Separation from Service within 24 months following a Change in Control.

     In the event the Company terminates the entire Plan, all Participants shall be 100% vested in their Company Account not previously forfeited; provided, however, that distributions shall be made in accordance with Article V of the Plan. Cessation of Company Contributions under the Plan shall not be deemed a termination of the Plan.

     3.5. Vesting of Deferral Account . A Participant’s Vested Percentage with regard to the Participant’s Deferral Account will always be 100%.

     3.6. Nature and Source of Payments . Subject to the provisions of Article VIII, the obligation to make distributions under this Plan with respect to each Participant shall constitute a liability of the Company to the Participant and any Beneficiary in accordance with the terms of this Plan. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund need be established nor need any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall be an unsecured general creditor of the Company.

     3.7. Statements to Participants . Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE IV
Contributions

     4.1. Company Contributions . For each Plan Year or portion thereof, the Committee shall, in its sole discretion, declare a Company Contribution percentage for each Participant; provided, however, that the Committee retains the right to change the Company Contribution percentage for any Participant during the Plan Year. The Company Contribution percentage declared for a Participant may, but need not be, the same as the percentage declared for other Participants. Company Contributions shall be credited as of the last day of each month of the Plan Year, or at such other times as determined by the Committee, to each Participant’s Company Account.

     4.2. Participant Deferrals . For each Plan Year, the Committee may, in its sole discretion, allow a Participant to elect to defer, under the terms of Section 4.4 and Section 4.5, the present payment by the Company of Compensation earned during such Plan Year, and have that amount credited, as a bookkeeping entry, to his Participant Deferral Account at the time it would otherwise have been payable. The Compensation otherwise currently payable to the Participant shall be reduced by the amount of such Participant’s Deferrals.

     4.3. Election to Participate . After an employee has been notified by the Committee that he is eligible to participate in the Plan for a given Plan Year, he must notify the Committee in writing whether he chooses to participate in the Plan for such Plan Year. An election to participate in the Plan for a given Plan Year shall be effective upon its actual receipt by the Committee. A Participant’s written election for any given Plan Year (i) shall specify the type or types and the amount or amounts of Compensation that he wishes to defer pursuant to Sections 4.4 and/or 4.5 hereof; (ii) shall specify the payment date or payment commencement date pertaining to his Vested Account (established only in respect of the relevant Plan Year); and (iii) shall specify the form of payment of his Vested Account (established only in respect of the relevant Plan Year). The written election with respect to any Plan Year must be filed with the Committee no later than prior to the first day of such Plan Year; provided, however, that with respect to a new Participant who is first eligible to participate in the Plan during a given Plan Year, his election pertaining to such Plan Year must be made within 30 days after the date on which he is initially eligible to participate in the Plan. Notwithstanding anything to the contrary, except as set forth in Section 5.2(c), the Participant shall not be permitted to change his election with respect to the timing or form of payment once made, and any elections made pursuant to this Section 4.3 shall not apply with respect to prior Plan Years. Any failure to make a timely election to defer Compensation under the terms of this Article IV will result in no deferral under Section 4.4 and/or Section 4.5, as applicable, for the relevant Plan Year. Any failure to make a timely election pertaining to his Vested Account (established only in respect of the relevant Plan Year) specifying (i) the payment date or payment commencement date or (ii) form of payment shall result in payment and/or form of payment of the Participant’s Vested Account (established only in respect of the relevant Plan Year) as provided in Section 5.3.

     4.4. Salary Deferral . A Participant’s election to defer the payment of Compensation for any Plan Year generally must be made prior to the first day of the Plan Year in which the

Compensation is earned by the Participant; provided, however, that with respect to a new Participant who is first eligible to participate in the Plan during a given Plan Year, his election pertaining to such Plan Year must be made within 30 days after the date on which he is initially eligible to participate in the Plan and shall relate solely to Compensation earned after the effective date of such election. Such election for the relevant Plan Year shall be irrevocable when submitted by the Participant to the Company, except as provided in Section 4.6.

     A Participant may not elect to defer more than eighty-five percent (85%) of his Compensation with respect to a particular Plan Year.

     The amount of Compensation elected to be deferred under this Section 4.4 shall be withheld from the Participant’s Compensation at the time it would otherwise have been payable.

     4.5. Bonus Deferral . Except as otherwise provided below in this Section 4.5, a Participant’s election to defer the payment of a Bonus must generally be made prior to the first day of the Plan Year in which the Bonus is earned by the Participant; provided, however, that to the extent that any Bonus qualifies as “performance based compensation” (as defined in Regulations or other regulatory guidance issued by the appropriate governmental authorities under Section 409A of the Code) for services performed over a period of at least twelve months, the Committee may, in its sole discretion, permit a Participant’s election to defer payment of any such Bonus to be made no later than at least six months before the end of the applicable performance period. With respect to a new Participant who is first eligible to participate in the Plan during a given Plan Year, his election must be made within 30 days after the date on which he is initially eligible to participate in the Plan. Such election shall be irrevocable when submitted by the Participant to the Committee, except as provided in Section 4.6.

     A Participant may not elect to defer more than ninety percent (90%) of his annual Bonus earned during a particular Plan Year. The amount of Bonus elected to be deferred under this Section 4.5 shall be withheld from the Participant’s Bonus at the time it would otherwise have been payable.

     Notwithstanding any provision of the Plan to the contrary, a Participant shall not be eligible to defer the payment of a Bonus unless the Committee, in its sole discretion, authorizes the Participant’s election to defer such payment.

     4.6. Suspension of Deferrals . To the extent expressly permitted in Regulations or other regulatory guidance issued by the appropriate regulatory authority under Section 409A of the Code, a Participant’s deferral election shall be suspended during any unpaid leave of absence granted in accordance with Company policies; provided, however that such deferral election shall become fully operative as of the first day of the payroll period commencing coincident with or next following the Participant’s return to active employment following termination of the approved unpaid leave in the Plan Year to which the Participant’s deferral pertains. In the event of an Unforeseeable Emergency, a Participant may suspend deferrals in order and as necessary to relieve the emergency; provided that such suspension of deferrals satisfies the requirements of Treasury Regulation 1.409A-3(j)(4)(viii), including the requirement that deferrals are suspended for the remainder of the Plan Year. In the event of a Disability, the Participant may suspend

deferrals by the later of the end of the taxable year of the Company in which the Disability arises, or the 15 ^th day of the third month following the date that the Disability arises; provided that such suspension of deferrals satisfies the requirements of Treasury Regulation 1.409A-3(j)(4)(xii).

ARTICLE V
Distributions

     5.1 Occasions for Distributions . The Company shall distribute a Participant’s Vested Account following the events and in the manner set forth in this Article V. A Participant’s Vested Account shall be debited in the amount of any distribution made therefrom as of the date of the distribution. The occasions for distributions shall be (i) the Participant’s Separation from Service (including Separation from Service on account of the Participant’s retirement, death, or Disability); or (ii) the occurrence of an Unforeseeable Emergency.

     5.2 Distribution Elections .

     (a) In General . Pursuant to the requirements of Section 4.3 and subject to rules established by the Committee, a Participant may file a distribution election, or distribution elections, directing how his Vested Account shall be distributed. Such distribution election(s) must be made on a form supplied by the Committee for that purpose.

     (b) Payment Methods . At the time of a Participant’s election to participate under the Plan with respect to a given Plan Year, the Participant may elect to receive his Vested Account (established with respect to such Plan Year) in the form of a lump sum or annual installments over a maximum period of five years, provided that an election to receive installment payments can only be made if the Participant’s Vested Account balance is $50,000 or more at the time of payment. If a Participant fails to elect to receive his Vested Account under one of the forms set forth in this Section 5.2(b), the Participant shall be deemed to have elected to receive his Vested Account in the form of a lump sum. Should a Participant die prior to receiving all payments that may be due under the Plan, a single lump sum payment of the Participant’s remaining Vested Account balance shall be made to the Participant’s Beneficiary as soon as practicable following the Participant’s death.

     In the event that annual installments are payable under the Plan, the initial installment will be based on the amount credited to the recipient’s Vested Account as of the last day of the calendar month coincident with or next preceding the date of payment. Thereafter, the remaining installment payments shall be made as of the annual anniversary of the first installment date and will be based on the recipient’s Vested Account as of the anniversary of the Valuation Date coincident with or next preceding the date of such installment payment. Installment payments shall be computed by determining the recipient’s Vested Account as of the relevant anniversary and multiplying the recipient’s Vested Account as of the relevant anniversary by a fraction the numerator of which is one and the denominator of which is the remaining number of years of the term for which payments have not been made.

     (c) Change of Form or Timing of Benefit Payments . A Participant may make a subsequent election no later than twelve months prior to the date that he would be eligible to receive a distribution under the Plan, to change the timing and form of payment of the distribution. Provided, however, that the payment, or first payment in the case of an installment payment, under the subsequent election shall be deferred to a date that is at least five (5) years after the date the Participant would have been eligible to receive the distribution under the prior election. To be effective, any such election must be in writing and received by the Committee, and cannot be effective for at least twelve months after the date on which the election is made. The requirement in this Section 5.2(c) that the first payment with respect to which any election thereunder applies must be deferred for at least five (5) years shall not apply to a payment involving the Participant’s death, Disability or in the event of an Unforeseeable Emergency. Notwithstanding the provisions of this Section 5.2(c), for subsequent distribution elections made in 2008 only, the five year delay shall not be applicable, so long as the distribution is not payable in 2008 under the Participant’s prior election, and the subsequent election does not provide for the distribution to be made until after December 31, 2008.

     (d) Special Transition Election in 2008 . Notwithstanding any provision of the Plan to the contrary, on or before December 31, 2008 and in accordance with the provisions of Internal Revenue Service Notice 2007-86, a Participant may make an irrevocable election to receive:

	(1)		a single lump sum payment of all or part of his Deferral Account, with payment to be made in January of 2009, 2010, 2011, 2012 or 2013; or
	(2)		five annual installment payments with respect to all or part of his Deferral Account, with payments to be made in January of 2009, 2010, 2011, 2012 and 2013; provided that an election may be made under this subsection 5.2(d)(2) only if the amount subject to the Participant’s election and distributable under this subsection 5.2(d)(2) is $50,000 or more.

          In the event a Participant makes an election under this subsection 5.2(d), the Participant shall specify the specific dollar amount or the percentage of his Deferral Account for elections under subsection (d)(1), or the specific dollar amount for elections under subsection (d)(2), to which his election applies. Valuation of the Participant’s Deferral Account shall be made as close as practicable preceding the relevant payment date specified in subsection 5.2(d)(1) or (2), as applicable.

          Unless a Participant makes a subsequent deferral election in accordance with Section 5.2(c), a Participant’s prior distribution election(s) shall remain in effect for the portion of his Deferral Account that is not distributed in accordance with an election made under this subsection 5.2(d) and for the entire amount of his Company Account and

any other Account under the Plan that is not distributed in accordance with an election made under this subsection 5.2(d).

          Notwithstanding the foregoing, if a Participant’s Separation from Service occurs prior to the completion of any payments being made in accordance with an election under this Section 5.2(d), the remaining unpaid amount subject to such election shall be paid as soon as practicable following his Separation from Service. Additionally, if a Participant dies prior to the completion of any payments being made in accordance with an election under this Section 5.2(d), a single lump sum payment of the Participant’s remaining Vested Account balance shall be made to the Participant’s Beneficiary as soon as practicable following the Participant’s death.

     5.3 Distribution on Account of Separation from Service . Upon a Participant’s Separation from Service, the Company shall distribute, or begin distributing, to the Participant (or the Participant’s Beneficiary) within a reasonable period of time (not to exceed 45 days after such Separation from Service), the Participant’s Vested Account. Such distribution(s) shall be in the form specified on the distribution election form filed with the Committee that covers the relevant Vested Account. If no effective election form exists, the distribution shall be distributed in the form of a lump sum payment equal to the Participant’s relevant Vested Account.

     5.4 Continuation of Hypothetical Accruals to the Vested Account after Commencement of Distributions . If distribution of any Vested Account of a Participant is to be delayed, then such Vested Account shall continue to be adjusted for hypothetical income, gain or loss and any payment or distributions attributable to the Vested Account as described in Section 3.1, 3.2, and 3.3, until the entire Vested Account has been distributed.

     5.5 Unforeseeable Emergency Distribution . In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred an Unforeseeable Emergency, as defined in Section 2.24, such Participant may be entitled to receive a distribution of part or all of the Participant’s Vested Account, in an amount not to exceed the lesser of (a) the amount determined by the Committee under Section 2.24, or (b) the value of such Participant’s Vested Account at the time of the emergency. Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such distribution; provided, however, that the payment shall not be made after the later of the end of the taxable year of the Company in which the Unforeseeable Emergency arises or the 15 ^th day of the third month following the date of the occurrence of the Unforeseeable Emergency. If a Participant’s Account is deemed to be invested in more than one Deemed Investment, such distribution shall be made pro rata from each of such Deemed Investments. For purposes of the foregoing, such distribution shall be made from the Participant’s Account beginning with the oldest Account in the following order: First , such amount shall be debited from the Participant’s Deferral Account, and second , from the Participant’s Company Account (subject to forfeitures with respect to the non-vested portion of the Company Account utilized for such distribution).

     5.6 Limitation on Distributions to Specified Employees . Notwithstanding any other provision of the Plan to the contrary and subject to Section 5.5, in the case of a Participant who is

a Specified Employee at the time of his Separation from Service, any distribution of the Participant’s Vested Account made by reason of his Separation from Service shall not be made until the earlier of: (i) the date that is six months and two days after the Participant’s Separation from Service, or (ii) the Participant’s death. If any distribution is delayed by operation of this Section 5.6, any payment that otherwise would have been made during the delay shall be made on the first permissible date without interest.

ARTICLE VI
Committee / SERP Administrative Committee

     6.1. Authority . To the extent not delegated by the Board to the SERP Administrative Committee, the Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under the Plan, including without limitation, the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and Beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum ( e.g. , installments), the Committee shall determine the methodology for computing such payments. A member of the Committee may also be a Participant. A member of the Committee who is also a Participant shall not vote or otherwise act on any matter that relates solely to himself.

     6.2. Delegation of Authority . The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity. The Board has delegated certain administrative and amendment authority under the Plan to the SERP Administrative Committee, as set forth in Section 7.2.

     6.3. Procedures . The Committee and the SERP Administrative Committee may establish procedures to conduct operations and to carry out their respective rights and duties under the Plan.

     6.4. Selection of Participants . With respect to each Plan Year or portion thereof, the Committee shall select, in its discretion, those employees of the Company approved to participate in the Plan, which individuals will then become Participants by complying with the requirements of Section 4.3. Only employees of the Company who are members of a select group of management or highly compensated employees, for purposes of ERISA, shall be eligible for selection by the Committee.

     6.5. Notification of Eligible Employees . Except with respect to new Participants who are first eligible to participate in the Plan during a given Plan Year, prior to the commencement of each Plan Year, the Committee shall notify employees eligible to participate in the Plan.

     6.6. Compensation and Expenses . The members of the Committee and the SERP Administrative Committee shall serve without compensation for their services, but all expenses of the Committee and the SERP Administrative Committee and all other expenses incurred in administering the Plan shall be paid by the Company.

     6.7. Indemnification . The Company shall indemnify the members of the Committee and/or any of their delegates and the members of the SERP Administrative Committee against the reasonable expenses, including attorneys’ fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member, SERP Administrative Committee member or other delegate is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member, SERP Administrative Committee member or other delegate has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding.

ARTICLE VII
Amendment and Termination

     7.1 General Power to Amend and/or Terminate Reserved . Except as provided in Section 7.2, the Company retains the unilateral power to amend or terminate the Plan at any time without notice or prior consent of any person. Without the consent of affected Participants or Beneficiaries, no Plan amendment or termination shall adversely affect any Participants or Beneficiaries with respect to their right to receive the applicable Vested Account, determined as of the later of the date that the Plan amendment or termination is adopted or is by its terms to be effective.

          Notwithstanding any provision of the Plan to the contrary, the Plan shall not be amended or terminated in a manner that would cause the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.

     7.2 Board’s Delegation of Administrative and Limited Amendment Authority . The Board has delegated administrative and amendment authority under the Plan to the SERP Administrative Committee, with the exception of the following, for which the Board retains exclusive discretion: (i) amendments that would result in the termination of the Plan; (ii) amendments and administrative actions that would result in an increase in Company costs under the Plan; and (iii) amendments that would change the Plan’s vesting schedule.

ARTICLE VIII
Participation In and Withdrawal From the Plan
by an Affiliate

     8.1. Participation in the Plan . Each Affiliate shall automatically be considered to be the Company and a party to the Plan for the benefit of its employees who are Participants unless such Affiliate is specifically excluded from participation under the Plan by a resolution of the Board to that effect. An Affiliate has no right to amend or terminate the Plan. It shall not be necessary for any participating Affiliate to sign or execute the original or any amended and restated Plan document or any amendment thereto. Subject to the provisions of Section 8.3, each participating Affiliate shall assume all the rights, obligations, and liabilities of the Company under the Plan. The powers and control of the Committee and/or the Board, as provided in the Plan, including the sole right to administer, amend or terminate the Plan, shall not be diminished by reason of the participation of any Affiliate in the Plan.

     8.2. Withdrawal from the Plan . Any participating Affiliate other than Oceaneering International, Inc. (or any successor thereto), by action of its board of directors or other governing body, may elect to withdraw from the Plan by giving 90 days’ advance written notice of its election to the Board, unless the Board waives such advance notice or agrees to a shorter advance notice period. Such Affiliate’s election to withdraw from the Plan shall be subject to the consent of the Board. As of the effective date of any such withdrawal, the Plan shall be deemed to have terminated with respect to such withdrawing Affiliate, unless provision is made by such Affiliate for continuation of its participation in this Plan under the form of another such plan as is designated by the withdrawing Affiliate.

     8.3 No Joint Venture/Liability of Employers . Participation in the Plan by any Affiliate shall not create a joint venture or partnership relationship among or between such person and any other employer that is a participating Affiliate hereunder for the purpose of paying benefits due under the Plan or for any other purpose. Accordingly, benefits payable under the Plan with respect to a Participant’s individual bookkeeping accounts maintained under the Plan by the Committee shall be the obligation of, and payable by, the participating employer that employed that Participant with respect to the periods for which it made (or was obligated to make) hypothetical contributions and credit earnings hereunder; provided, however, should Oceaneering International, Inc. (or any successor thereto) pay any portion of any participating Affiliate’s obligation hereunder, Oceaneering International, Inc. (or any successor thereto) may seek reimbursement from any such participating Affiliate which employed the affected Participant.

ARTICLE IX
Miscellaneous

     9.1. Plan Does Not Affect the Rights of Employees . Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment at any time.

     9.2. Nonalienation and Nonassignment . Except to the extent permitted under Section 9.5, no amounts payable or to become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

     9.3. Tax Withholding on Payments . The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments.

     9.4. FICA Withholding/Employee Deferrals/Company Contributions . For each payroll period, the Company shall withhold from that portion of the Participant’s Compensation that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Participant Deferrals, and (ii) Company Contributions as they vest and become subject to such FICA withholding. To the extent that there are insufficient funds to satisfy applicable FICA tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Deferrals, as required to provide available funds for applicable tax withholding requirements, to the extent permitted under Treasury Regulation 1.409A-3(j)(4)(vi). To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant agrees to timely remit cash funds to the Company sufficient to cover such withholding requirements. To the extent a Participant’s share of FICA and other applicable taxes have been withheld with respect to Participant Deferrals and Company Contributions, such amounts shall not be subject to FICA or other taxes, as applicable, at the time of distribution.

     9.5. Setoffs . To the fullest extent permitted by law, and in accordance with Treasury Regulation 1.409A-3(j)(4)(xiii), any amounts owed by a Participant or Beneficiary to the Company may be deducted by the Company from such Participant’s Vested Account at the time and to the extent that such Vested Account is otherwise payable hereunder.

     9.6. Construction . Unless the context clearly indicates to the contrary, the masculine gender shall include the feminine and neuter, and the singular shall include the plural and vice versa. The headings of the Articles and their sub-part Sections are for convenience only, are not meant to be substantive and shall not add to nor detract from the meaning of the Article or Section to which they refer.

     9.7. Applicable Law . The terms and provisions of the Plan shall be construed in accordance with the laws of the State of Texas, except to the extent preempted by ERISA or other applicable federal law.

     9.8. Successors . The Plan shall be binding upon the Company and its successors and assigns, in accordance with its terms.

     9.9. Claims Procedure .

     (a) Filing Claims . A Participant or Beneficiary may make a claim for Plan benefits by filing a written application for benefits with the Committee. Such application shall set forth the nature of the claim and any other information that the Committee may reasonably request. The Committee shall notify the applicant of the benefits determination within a reasonable time after receipt of the claim, which shall not exceed 90 days unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished to the applicant prior to the end of the initial 90-day period. In no event shall such an extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time, and the date by which a final decision is expected to be rendered.

     Notice of a claim denial, in whole or in part, shall be set forth in a manner calculated to be understood by the applicant and shall contain the following:

	(1)		the specific reason or reasons for the denial; and
	(2)		a specific reference to the pertinent Plan provisions on which the denial is based; and
	(3)		a description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and
	(4)		an explanation of the Plan’s claims review procedure.

     Participants shall be given timely written notice of the time limits set forth herein for determinations on claims, appeal of claim denial and decisions on appeal.

     (b) Appeals . If a written claim results in a claim denial, either in whole or in part, the applicant has the right to appeal. The appeal must be in writing. The administrative process for appealing a claim is:

(1)

Upon receipt of a claim denial, a Participant may file a written request, including any additional information supporting the claim, for reconsideration to the Committee within 60 days of receiving notification that the claim is denied.

	(2)		The Committee normally shall render a decision no later than 60 days following receipt of the request for review. The Participant may request a formal hearing before the Committee which the Committee may grant in its discretion. Under special circumstances which require an extension of time for rendering a decision (including but not limited to the need to hold a hearing), the decision may be delayed up to 120 days following receipt of the request for review. If such an extension is required, the Participant will be advised in writing before the extension begins.
	(3)		The Committee will provide written notice of its final determination. The notice will include specific reasons for the decision, be written in a manner calculated to be understood by the Participant and make specific reference to the Plan provisions on which it is based.
	(4)		An appeal will not be considered if it is not filed within the applicable period of time.

     At any stage in the appeals process, the applicant or his designated representative may review pertinent documents, including copies of the Plan document and information relating to the applicant’s entitlement to such benefit, and submit issues and comments in writing.

     9.10. Claims/Disputes . Any dispute or claim arising out of this Plan or the breach thereof shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Houston, Texas before an arbitrator selected in accordance with such rules. Judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof, and shall be binding on the parties.

     9.11. Compliance with Code Section 409A . The Plan is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, will be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. The Plan shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under the Plan if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code.

     9.12. No Guarantee of Tax Consequences . None of the Board of Directors, officers or employees of the Company, the Company or any Affiliate makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

     9.13. Entire Agreement . This Plan document and any election forms described herein constitute the entire Plan governing the Company and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters herein. This Plan may not be

changed orally, but only by an amendment in writing signed by the Company, subject to the provisions in this Plan regarding amendments thereto.

      IN WITNESS WHEREOF , Oceaneering International, Inc. has caused this Plan to be executed by its duly authorized officer, effective as provided herein.

Exhibit 10.6

Amended and Restated Oceaneering International, Inc.
Supplemental Executive Retirement Plan

ARTICLE I
Purpose

     1.1 Purpose of Plan. The purpose of the Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan (the “Plan”) is to advance the interests of Oceaneering International, Inc. and its subsidiaries and affiliates (hereinafter sometimes collectively or individually referred to as the “Company”) and of its owners by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.

     1.2 Grandfathered Plan. In response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective as of January 1, 2005, the Company in operation separated all Plan benefits earned and vested as of December 31, 2004 (“Grandfathered Benefits”) from all Plan benefits earned or vested after December 31, 2004 (“409A Benefits”). At all times on and after January 1, 2005, the Grandfathered Benefits, along with all earnings, gains and losses attributable thereto, have been (and continue to be) subject to the terms and provisions of the Plan as in effect on October 3, 2004, and no material modifications, within the meaning of Code Section 409A, have been made (in form or operation) to the Plan with respect to such benefits. The Company intends that the Grandfathered Benefits, along with all earnings, gains and losses attributable thereto, shall continue to be maintained under and paid from the Plan, which is frozen and intended to be a “grandfathered” plan exempt from Code Section 409A. The 409A Benefits, along with all earnings, gains and losses attributable thereto, shall be maintained under and paid from a separate plan that is intended to comply with the requirements of Code Section 409A, known as the Oceaneering International, Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2009.

     1.3 ERISA Status. The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), provided for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE II
Definitions

     2.1 “Account” means collectively the Participant’s Company Account and the Participant’s Deferral Account.

     2.2 “Account Value” means, at any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any earnings, gains or losses and any payments attributable to such account.

     2.3 “Active Participant” means a Participant who qualifies as an Active Participant under Section 3.1.

     2.4 “Beneficiary” means the person designated by each Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under Article V in the event of the Participant’s death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse or, if there is no spouse on the date of Participant’s death, the Participant’s estate.

     2.5 “Board” means the Board of Directors of the Company or the board of directors of a company that is a successor to the Company.

     2.6 “Bonus” means any bonus paid to a Participant under any plan, policy or program of the Company providing for the payment of annual bonuses to employees.

     2.7 “Change of Control” means, the earliest date at which:

	(i)		any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or
	(ii)		individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or
	(iii)		the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former stockholders of the Company; or
	(iv)		a tender offer or exchange offer is made and consummated by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or
	(v)		all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

     2.8 “Company Account” means the account maintained by the Committee reflecting each Participant’s Company Contributions, adjusted for any earnings, gains or losses and any payments attributable to such account.

     2.9 “Company Contribution” means the total contributions credited to a Participant’s Company Account for any one Plan Year pursuant to the provisions of Section 3.2.

     2.10 “Company Contribution Value” means, at any given time with respect to a particular Company Contribution, the amount of the Company Contribution, adjusted by any income, gain or loss and any payments attributable to such account.

     2.11 “Compensation” means monthly base salary before any reductions.

     2.12 “Committee” means the Compensation Committee of the Board, or such other committee appointed by the Board to act as administrator of the Plan and to perform the duties described in Articles VI and VII.

     2.13 “Deferral Account” means the account maintained by the Committee reflecting each Participant’s Deferral Contributions, adjusted for any earnings, gains or losses and any payments attributable to such account.

     2.14 “Deferral Account Value” means, at any given time, 100% of the total amount of Deferral Contributions credited to the Participant’s Deferral Account, adjusted by any income, gain or loss and any payments attributable to such account.

     2.15 “Deferral Contribution” means Compensation or Bonus that is credited to a Participant’s Deferral Account pursuant to the provisions of Sections 3.3 and 3.4.

     2.16 “Effective Date” means July 1, 1997 as to the original Plan, and January 1, 2000 as to this Amended and Restated Plan.

     2.17 “Eligible Employee” means a highly compensated or management employee of the Company who meets the criteria established by the Committee to determine eligibility for the Plan.

     2.18 “Fiscal Year” means the twelve-month period commencing each April 1; provided that, effective January 1, 2001, “Fiscal Year” means the twelve-month period commencing each January 1.

     2.19 “Participant” means an individual who is or was an Eligible Employee and has an Account balance under the Plan, including an Active Participant.

     2.20 “Person” means any individual corporation, partnership, group, association or other “person,” as such term is used in Sections l3(d) and l4(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, other than the Company or any plans sponsored by the Company.

     2.21 “Plan” means this Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan and any amendments hereto. As stated in Section 1.2, this Plan is frozen and is intended to be a “grandfathered” plan exempt from Section 409A of the Internal Revenue Code.

     2.22 “Plan Obligations” means, on any given date, the sum of the Account Values of all Participants. With respect to each Participant, “Plan Obligations” means such Participant’s Account Value on the applicable date.

     2.23 “Plan Year” means the l2-month period beginning July 1 and ending June 30.

     2.24 “Selected Index” means, with respect to any Account, the investment vehicle with reference to which the value of such Account is determined.

     2.25 “SERP Administrative Committee” means the committee to which the Board has delegated certain limited authority under Section 7.2 of the Plan.

     2.26 “Vested Account Value” means the sum of the Participant’s Vested Company Contribution Values and the Participant’s Deferral Account Value.

     2.27 “Vested Company Contribution Value” means, with respect to a particular Company Contribution, the applicable Company Contribution Value multiplied by the applicable Vested Percentage.

     2.28 “Vested Percentage” means the percentage as to which a Participant is vested in a particular contribution, as determined under Section 4.5.

     2.29 “Voting Securities” means, with respect to any corporation or business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

     2.30 “Year[s] of Participation” means each 12 consecutive months of employment after the individual first becomes a Participant.

ARTICLE III
Contributions

     3.1 Selection of Active Participants. With respect to each Plan Year or portion thereof, the Committee shall select, in its discretion, those Eligible Employees approved to participate in the Plan, or participation may be determined in any other manner authorized by the Company. The selected individuals shall be the Active Participants for that Plan Year. Active Participant status shall terminate upon a Participant’s termination of employment, and no

contributions shall be made with respect to periods thereafter unless the Participant resumes employment and is again selected as an Active Participant in the Plan.

     3.2 Company Contributions. With respect to each Plan Year or portion thereof, the Committee shall declare a contribution percentage for each Active Participant’s Company Account. The Committee has the right to change the contribution percentage for a Participant during the Plan Year. The contribution percentage declared for a Participant may, but need not be, the same as the contribution percentage declared for other Participants. Company Contributions shall be credited as of the last day of each month of the Plan Year or at such other times as determined by the Committee to each Active Participant’s Company Account, in an amount equal to the contribution percentage declared for the Participant multiplied by the Participant’s Compensation.

     3.3 Participant Deferrals. For any Fiscal Year, the Committee may, in its sole discretion, allow an Active Participant to elect to defer each month the present payment by the Company of any whole percentage (or dollar amount) of his Compensation that would otherwise be paid during such Fiscal Year, and instead have that amount credited to his Deferral Account. The Compensation otherwise currently payable to the Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution. In addition, for any Fiscal Year, the Committee may, in its sole discretion, allow an Active Participant to elect to defer the present payment by the Company of any whole percentage (or dollar amount) of his Bonus earned during such Fiscal Year, and instead have that amount credited to his Deferral Account. The Bonus otherwise payable to the Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution.

     3.4 Manner of Deferral Election. The Committee shall prescribe, in its sole discretion, the procedures and limitations for Deferral Contributions, if any. Elections to make Deferral Contributions shall be in writing, signed by the Participant, in a form supplied by the Company. Unless the Committee otherwise provides in its sole discretion, the form must be completed, signed and returned to the Committee prior to the beginning of the Fiscal Year for which the election is to be effective and a Participant’s election shall be irrevocable for the applicable period(s) for which it was filed. The Committee may provide that a Participant’s election shall be effective until it is revoked. An election may be revoked prospectively by notice to the Participant from the Committee that the election is terminated.

ARTICLE IV
Accounts

     4.1 Company Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. The Committee shall credit the amount of each Company Contribution made on behalf of a Participant to such Participant’s Company Account as of the last day of each month of the Plan Year for which the Company Contribution was made or at such other times as determined by the Committee. The Committee shall further debit and/or credit the Participant’s Company Account with any income, gain or loss and any payments attributable to such Account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s

Company Account is to record and reflect the Company’s Plan Obligations related to Company Contributions to each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan Obligations, nor shall any provision of the Plan be construed as constituting such segregation.

     4.2 Deferral Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Deferral Account. The Committee shall credit the amount of each Deferral Contribution made on behalf of a Participant to such Participant’s Deferral Account as soon as administratively feasible following the applicable deferral. The Committee shall further debit and/or credit the Participant’s Deferral Account with any income, gain or loss and any payments attributable to such account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Deferral Account is to record and reflect the Company’s Plan Obligations related to Deferral Contributions to each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan Obligations, nor shall any provision of the Plan be construed as constituting such segregation.

     4.3 Accruals to the Accounts.

	(a)		The Committee shall designate one or more investment vehicles to serve as an index or indices for the purpose of determining amounts to be debited and/or credited to the Participant’s Account. On a form supplied by the Company, a Participant may choose to allocate Company Contributions and his Deferral Contributions to the designated investment vehicles, and may change such allocation with respect to future Company Contributions and Deferral Contributions, such change in allocation to be effective immediately. On a form supplied by the Company, a Participant may also exchange amounts already in the Participant’s Company Account and Deferral Account between and among the designated investment vehicles as frequently as daily, or at other times as shall be determined by the Committee. A copy of any available Prospectus or other disclosure materials for each investment vehicle shall be made available to each Participant upon request. The investment vehicle pursuant to which investment gains/losses to any Account thereof are to be determined shall be referred to as the” Selected Index.” The Committee shall select from time to time the Selected Index a Participant shall be deemed to have elected for purposes of all or any portion of his Account as to which he has not actually made an allocation election. The Committee may change at any time the Selected Indexes available under the Plan.
	(b)		Any “Selected Index” is solely for the purpose of determining investment gains/losses to an Account, and nothing herein shall obligate the Company to invest any part of its assets in any investment vehicle serving as a Selected Index or in any other investments.

     4.4 Nature and Source of Payments. The obligation to make distributions under this Plan with respect to each Participant shall constitute a liability of the Company to the Participant and any Beneficiary in accordance with the terms of this Plan. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund need be established nor need any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall be an unsecured creditor of the Company.

     4.5 Vesting.

(a)

Normal Vesting: A Participant’s Vested Percentage of each Plan Year’s Company Contribution, adjusted by any income, gain or loss and any payments attributable thereto, shall be determined at the end of each Plan Year by the number of full Plan Years that the Participant remains as a Participant in the continuous employment of the Company from and after the first day of the Plan Year with respect to which the Company Contribution is made, as set forth in the following schedule:

A Participant’s Vested Percentage with regard to the Participant’s Deferral Account will always be 100%.

	(b)		Forfeiture: Upon termination of employment other than as described in Section 4.5(c), a Participant shall forfeit all amounts credited to his Account other than his Vested Account Value determined as of the close of business coincident with or next following the date on which the Participant terminated employment; provided, however, that amounts not so forfeited shall continue to be debited and credited in accordance with Section 5.4 from and after termination of employment.
	(c)		Accelerated Vesting: The schedule above notwithstanding, the Participant shall have a Vested Percentage of 100% for his entire Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date that the Participant has completed 10 Years of Participation, (ii) the date that the sum of the Participant’s attained age and Years of Participation equals 65, (iii) the date of termination of the Participant’s employment as a result of the Participant’s death or disability, or (iv) the date of termination of the Participant’s employment

within 24 months following a Change of Control. In the event the Company terminates the Plan, all Participants will be 100% vested in Accounts not theretofore forfeited. Cessation of Company Contributions under the Plan shall not be deemed a termination of the Plan.

ARTICLE V
Distributions

     5.1 Occasions for Distributions. The Company shall distribute a Participant’s Vested Account Value following the events and in the manner set forth in this Article V. A Participant’s Account shall be debited in the amount of any distribution made from the Account as of the date of the distribution.

     5.2 Distribution Elections. Subject to rules established by the Committee, a Participant may file a distribution election directing how his Vested Account Value shall be distributed following his termination of employment for any reason. Such distribution election must be made on a form supplied by the Company for that purpose. To be effective, such distribution election must be filed at least 12 months prior to the date the Participant’s Vested Account Balance is to be distributed. In the event the Participant files more than one distribution election, the last distribution election received by the Company, in accordance with procedures established by the Committee, shall control. Anything to the contrary notwithstanding, the Committee, in its sole discretion, has the right to substitute a lump-sum payment to the Participant equal to the Participant’s Vested Account Value.

     5.3 Distribution on Account of Termination of Employment. If a Participant terminates employment with the Company for any reason, including by reason of death or disability, the Company shall distribute, or begin distributing to the Participant (or the Participant’s Beneficiary) within 45 days, the full amount of the Participant’s Vested Account Value, unless the Participant has elected to delay such distribution until the next calendar year. If the Participant has elected to delay payment of a lump sum payment to the calendar year following termination or death, payment shall be made no later than the later of (i) the fifth (5th) business day of the calendar year following termination or death and (ii) 45 days following termination or death. Such distributions shall be in the form specified on the most recently filed distribution election form (unless the Committee elects to substitute a lump-sum payment as described in Section 5.2). If no election form has been received by the Company, the distribution will be distributed as soon as practicable in the form of a lump-sum payment equal to the Participant’s Vested Account Value.

     5.4 Continuation of Accounts after Commencement of Distributions. If a Participant’s Vested Account Value is to be distributed in a form other than a lump sum payable as soon as practical, then the Account shall continue to be credited (or debited) with earnings or losses as described in Section 4.3, until the entire Vested Account Value has been distributed.

ARTICLE VI
Committee / SERP Administrative Committee

     6.1 Authority. To the extent not delegated by the Board to the SERP Administrative Committee, the Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under the Plan, including without limitation, the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and Beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum ( e.g. , installments), the Committee shall determine the methodology for computing such payments. A member of the Committee may also be a Participant. A member of the Committee who is also a Participant shall not vote or otherwise act on any matter that relates solely to himself.

     6.2 Delegation of Authority. The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity. The Board has delegated certain administrative and amendment authority under the Plan to the SERP Administrative Committee, as set forth in Section 7.2.

     6.3 Procedures. The Committee and the SERP Administrative Committee may establish procedures to conduct operations and to carry out their respective rights and duties under the Plan.

     6.4 Compensation and Expenses. The members of the Committee and the SERP Administrative Committee shall serve without compensation for their services, but all expenses of the Committee and the SERP Administrative Committee and all other expenses incurred in administering the Plan shall be paid by the Company.

     6.5 Statements to Participants. Periodically, with the frequency determined by the Committee in its sole discretion, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account activity for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

     6.6 Indemnification. The Company shall indemnify the members of the Committee and/or any of their delegates and the members of the SERP Administrative Committee against the reasonable expenses, including attorneys’ fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member, SERP Administrative Committee member or other delegate is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member, SERP Administrative Committee member or other delegate has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding.

ARTICLE VII
Amendment and Termination

     7.1 Power to Amend and/or Terminate Reserved. The Company retains the unilateral power to amend the Plan, or to terminate the Plan at any time. Without the consent of affected Participants or Beneficiaries, no such amendment or termination shall adversely affect any Participants or Beneficiaries with respect to their right to receive the applicable Vested Account Value, determined as of the later of the date that the Plan amendment or termination is adopted or by its terms to be effective.

     7.2 Board’s Delegation of Administrative and Limited Amendment Authority. The Board has delegated administrative and amendment authority under the Plan to the SERP Administrative Committee, with the exception of the following, for which the Board retains exclusive discretion: (i) amendments that would result in the termination of the Plan; (ii) amendments and administrative actions that would result in an increase in Company costs under the Plan; and (iii) amendments that would change the Plan’s vesting schedule.

ARTICLE VIII
Miscellaneous

     8.1 Plan Does Not Affect the Rights of Employee. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment at any time.

     8.2 Nonalienation and Nonassignment. Except for debts owed the Company by a Participant or Beneficiary, no amounts payable or to become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign,

pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

     8.3 Tax Withholding. The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments. In addition, the Company shall have the right to deduct from any Participant Deferrals or Company Contributions any applicable employment taxes or other required withholdings with respect to a Participant.

     8.4 Setoffs. To the fullest extent permitted by law, any amounts owed by a Participant or Beneficiary to the Company may be deducted by the Company from such Participant’s Vested Account Value at the time and to the extent that such Vested Account Value is otherwise payable hereunder.

     8.5 Construction. Unless the context clearly indicates to the contrary, the masculine gender shall include the feminine and neuter, and the singular shall include the plural and vice versa.

     8.6 Applicable Law. The terms and provisions of the Plan shall be construed in accordance with the laws of the State of Texas, except to the extent preempted by ERISA or other applicable federal law.

     8.7 Successors. The Plan shall be binding upon the Company and its successors and assigns, in accordance with its terms.

     8.8 Claims Procedure. A Participant or Beneficiary may make a claim for Plan benefits by filing a written application for benefits with the Committee. Such application shall set forth the nature of the claim and any other information that the Committee may reasonably request. The Committee shall notify the applicant of the benefits determination within a reasonable time after receipt of the claim, which shall not exceed 90 days unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished to the applicant prior to the end of the initial 90-day period. In no event shall such an extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time, and the date by which a final decision is expected to be rendered.

     Notice of a claim denial, in whole or in part, shall be set forth in a manner calculated to be understood by the applicant and shall contain the following:

	(a)		the specific reason or reasons for the denial; and
	(b)		a specific reference to the pertinent Plan provisions on which the denial is based; and
	(c)		a description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

(d)

an explanation of the Plan’s claims review procedure.

     Participants shall be given timely written notice of the time limits set forth herein for determinations on claims, appeal of claim denial and decisions on appeal.

     If a written claim results in a claim denial, either in whole or in part, the applicant has the right to appeal. The appeal must be in writing. The administrative process for appealing a claim is: Upon receipt of a claim denial, a Participant may file a written request, including any additional information supporting the claim, for reconsideration to the Committee within 60 days of receiving notification that the claim is denied.

     The Committee normally shall render a decision no later than 60 days following receipt of the request for review. The Participant may request a formal hearing before the Committee which the Committee may grant in its discretion. Under special circumstances which require an extension of time for rendering a decision (including but not limited to the need to hold a hearing), the decision may be delayed up to 120 days following receipt of the request for review. If such an extension is required, the Participant will be advised in writing before the extension begins.

     The Committee will provide written notice of its final determination. The notice will include specific reasons for the decision, be written in a manner calculated to be understood by the Participant and make specific reference to the Plan provisions on which it is based.

     An appeal will not be considered if it is not filed within the applicable period of time.

     At any stage in the appeals process, the applicant or his designated representative may review pertinent documents, including copies of the Plan document and information relating to the applicant’s entitlement to such benefit, and submit issues and comments in writing.

     8.9 Arbitration. Any dispute or claim arising out of this Plan or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Houston, Texas before an arbitrator selected in accordance with such rules. Judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

     8.10 No Guarantee of Tax Consequences. None of the Board of Directors, officers or employees of the Company, the Company or any Affiliate makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

     8.11 Entire Agreement. This Plan document and any election forms described herein constitute the entire Plan governing the Company and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters herein. This Plan may not be changed orally, but only by an amendment in writing signed by the Company, subject to the provisions in this Plan regarding amendments thereto.

     IN WITNESS WHEREOF, Oceaneering International, Inc. has caused this Plan to be executed by its duly authorized officer, effective as provided herein.

Exhibit 10.7

CHANGE OF CONTROL AGREEMENT
OCEANEERING INTERNATIONAL, INC.

First Amendment

          WHEREAS, Oceaneering International, Inc., a Delaware corporation (the “Company”), entered into a Change of Control Agreement with                           (the “Executive”) dated as of August 15, 2001 (the “Agreement”); and

          WHEREAS, the Company and the Executive desire to amend the Agreement to provide for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and

          WHEREAS, Section 11 of the Agreement provides that the Agreement may be modified only by a written instrument executed by both parties hereto;

          NOW, THEREFORE, effective as of the close of business on December 31, 2008, the parties agree to amend the Agreement as set forth below:

     1. The introductory clause of Section 1(a) is hereby amended to read as follows:

“During the Effective Period, if there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason either (x) prior to the Effective Date, unless it is reasonably demonstrated by the Company that such termination of your employment (a) was not at the request of a third party who has taken steps reasonably calculated to effect the Change of Control and (b) otherwise did not arise in connection with or anticipation of the Change of Control or (y) on or after the Effective Date, and if such Effective Period commences during the life of this Agreement, you shall be entitled to the following benefits:”

     2. The first sentence of Section 3(a) is hereby amended to read as follows:

“Any other provision of this Agreement to the contrary notwithstanding, if the present value (as defined herein) of the total amount of payments and benefits in the nature of compensation to be paid or provided to you or on your behalf, pursuant to the terms of this Agreement or otherwise, which are considered to be ‘parachute payments’ within the meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended (the ‘Code’), when added to any other such ‘parachute payments’ received by you in connection with a Change of Control, whether pursuant to the terms of this

Agreement or otherwise, is in excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount on account of Section 4999 of the Code, the Company shall pay to you an additional amount (hereinafter referred to as the ‘Excise Tax Premium’).”

     3. Section 6 is hereby amended to read as follows:

“The Company shall reimburse you for all legal and other costs (including but not limited to, administrative, accounting, tax, human resource and expert witness fees and expenses) incurred by you as a result of your seeking to obtain, assert or enforce any right or benefit conferred upon you by this Agreement.

You shall submit all invoices for such costs to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred. The Company shall reimburse you for such costs within 14 days of receipt of such invoices.”

     4. The Agreement is hereby amended by adding the new Paragraph 13 at the end thereof which shall read as follows:

“13. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if any provision of this Agreement would result in the imposition of an additional tax under Section 409A of the Code, that provision of this Agreement will be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect your rights to the benefits provided by this Agreement. This Agreement is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. The Agreement shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code. You shall have no right to specify the calendar year during which any payment hereunder shall be made.

(b) Notwithstanding any provision in this Agreement to the contrary, this Agreement shall not be amended or terminated in such manner that would cause this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may

reasonably be expected to result in such non-compliance shall be of no force or effect.

(c) If you are a ‘Specified Employee’ (as defined under Section 409A of the Code) as of the date of your ‘Separation from Service’ (as defined under Section 409A of the Code) as determined by the Company, the payment of any amount under this Agreement on account of your Separation from Service that is deferred compensation subject to the provisions of Section 409A of the Code and not otherwise excluded from Section 409A of the Code, shall not be paid until the earlier of your death or the later of the first business day that is six months after the date after your Separation from Service or the date the payment is otherwise payable under this Agreement (the ‘Delay Period’). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, without interest, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(d) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed or in-kind benefits provided under this Agreement during one taxable year may not affect the amounts reimbursed or provided in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of an in-kind benefit is not subject to liquidation or exchange for another benefit. Notwithstanding any provision to the contrary in the Agreement, you agree that you shall submit reimbursable expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.

(e) An entitlement to a series of payments under this Agreement will be treated as an entitlement to a series of separate payments.”

     5. The definition of “Market Value” in Annex I is hereby amended by adding the following sentence to the end thereof which shall read as follows:

“With respect to grants or determinations made on and after January 1, 2009, ‘Market Value’ means, as of a particular date, (i) if Shares are listed or quoted on a national securities exchange, the closing price per Share reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed or quoted

on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if Shares are not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.”

     6. Subsection (b)(iii) of the definition of “Severance Package” in Annex I is hereby amended to read as follows:

“Performance Units, Restricted Stock Units, and any shares of Restricted Stock issued under the Plans and Other Plans shall be vested with all conditions to have been deemed to have been satisfied at the maximum level (provided that such awards had not theretofore been forfeited);”

     7. Section (c) of the definition of “Severance Package” in Annex I of the Agreement is hereby amended by adding the following sentence to the end of the first paragraph:

“This Agreement’s provision of continued participation in the Company’s medical and dental plans is intended to satisfy the Company’s obligation to provide such continuation coverage as required by Section 4980B of the Code.”

[Signature page follows]

     IN WITNESS WHEREOF, Oceaneering International, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December 2008, but effective as of the close of business on December 31, 2008.

Agreed to on the 15th day of

December, 2008:

Exhibit 10.8

CHANGE OF CONTROL AGREEMENT
OCEANEERING INTERNATIONAL, INC.

First Amendment

          WHEREAS, Oceaneering International, Inc., a Delaware corporation (the “Company”), entered into a Change of Control Agreement with John R. Huff (the “Executive”) dated as of August 15, 2001 (the “Agreement”); and

          WHEREAS, the Company and the Executive desire to amend the Agreement to provide for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and

          WHEREAS, Section 11 of the Agreement provides that the Agreement may be modified only by a written instrument executed by both parties hereto;

          NOW, THEREFORE, effective as of the close of business on December 31, 2008, the parties agree to amend the Agreement as set forth below:

     1. The first sentence of Section 3(a) is hereby amended to read as follows:

“Any other provision of this Agreement to the contrary notwithstanding, if the present value (as defined herein) of the total amount of payments and benefits in the nature of compensation to be paid or provided to you or on your behalf, pursuant to the terms of this Agreement or otherwise, which are considered to be ‘parachute payments’ within the meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended (the ‘Code’), when added to any other such ‘parachute payments’ received by you in connection with a Change of Control, whether pursuant to the terms of this Agreement or otherwise, is in excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount on account of Section 4999 of the Code, the Company shall pay to you an additional amount (hereinafter referred to as the ‘Excise Tax Premium’).”

     2. Section 6 is hereby amended to read as follows:

“The Company shall reimburse you for all legal and other costs (including but not limited to, administrative, accounting, tax, human resource and expert witness fees and expenses) incurred by you as a result of your

seeking to obtain, assert or enforce any right or benefit conferred upon you by this Agreement.

You shall submit all invoices for such costs to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred. The Company shall reimburse you for such costs within 14 days of receipt of such invoices.”

     3. The Agreement is hereby amended by adding the following Section 13 to the end thereof which shall read as follows:

     “13. Section 409A.

(a) You shall have no right to specify the calendar year during which any payment hereunder shall be made.

(b) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed or in-kind benefits provided under this Agreement during one taxable year may not affect the amounts reimbursed or provided in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of an in-kind benefit is not subject to liquidation or exchange for another benefit. Notwithstanding any provision to the contrary in the Agreement, you agree that you shall submit reimbursable expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.

(c) An entitlement to a series of payments under this Agreement will be treated as an entitlement to a series of separate payments.”

     4. The definition of “Market Value” in Annex I is hereby amended by adding the following sentence thereto:

“With respect to grants or determinations made on and after January 1, 2009, ‘Market Value’ means, as of a particular date, (i) if Shares are listed or quoted on a national securities exchange, the closing price per Share reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed or quoted on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if Shares are not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as

reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.”

     5. Subsection (c)(iii) of the definition of “Severance Package” in Annex I is hereby amended to read as follows:

“Performance Units, Restricted Stock Units, and any shares of Restricted Stock issued under the Plans and Other Plans shall be vested with all conditions to have been deemed to have been satisfied at the maximum level (provided that such awards had not theretofore been forfeited);”

          IN WITNESS WHEREOF, Oceaneering International, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day of December, 2008, but effective as of the close of business on December 31, 2008.

Agreed to on the 15th day of
December, 2008:

Exhibit 10.9

December 15, 2008

Mr. John R. Huff
Oceaneering International, Inc.
11911 FM 529
Houston, TX 77041

Re:		Modification to December 21, 2006 Service Agreement (“Modification”)

Dear Mr. Huff:

In order to comply with Section 409A of the Internal Revenue Code, it is necessary to modify the Amended and Restated Service Agreement (and Annex I thereto), dated December 21, 2006 (the “Agreement”), entered into between you and Oceaneering International, Inc. (the “Company”).

To effect these purposes, the following provisions of the Agreement and Annex I thereto shall be modified as set forth below, effective as of the close of business on December 31, 2008. Any capitalized terms used but not defined herein shall be as defined in the Agreement.

1.

Sections 8(a) and 8(b) of the Agreement are hereby modified to read as follows:

“(a) Any other provision of this Agreement to the contrary notwithstanding, if the present value (as defined herein) of the total amount of payments and benefits to be paid or provided to you which are considered to be “parachute payments” within the meaning of Section 280G(b) of the Code, when added to any other such “parachute payments” received by you in connection with a Change of Control, whether or not under this Agreement, is in excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount on account of Code Section 4999, the Company shall pay to you an additional amount (hereinafter referred to as the “Excise Tax Premium”). The Excise Tax Premium shall be equal to the excise tax determined under Code Sections 280G and 4999 attributable to the total amount of payments and benefits to be paid or provided to you under this Agreement and any other “parachute payments” received by you in connection with a Change of Control. The Excise Tax Premium shall also include any amount attributable to excise tax on the Excise Tax Premium. The Company shall also pay to you an additional amount (the “Additional Amount”) such that the net amount received by you, after paying any applicable Excise Tax Premium and any federal or state income, excise or other tax on such additional amount, shall be equal to the amount that you would have received if such Excise Tax Premium were not applicable. You shall be

deemed to pay income taxes on the date of termination of your service at the highest marginal rate of income taxation in effect in your taxing jurisdiction. The Additional Amount shall include any amount attributable to income, excise or other tax on the Additional Amount.

(b) Not later than 30 days following your Termination Date as provided herein, the independent public accountants acting as auditors for the Company on the date of the Change of Control (or another accounting firm designated by you) shall determine whether the sum of the present value of any “parachute payments” payable under this Agreement and the present value of any other “parachute payments” received by you in connection with a Change of Control is in excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount on account of Code Section 4999, and shall determine the amount of any Excise Tax Premium and Additional Amount payable to you. The Excise Tax Premium and Additional Amount shall be paid to you as soon as practicable but in no event later than 30 days following your Termination Date, and shall be net of any amounts required to be withheld for taxes.”

2.

Section 12 is hereby modified to read as follows:

“The Company shall reimburse you for all legal and other costs (including but not limited to, administrative, accounting, tax, human resource and expert witness fees and expenses) incurred by you as a result of your seeking to obtain, assert or enforce any right or benefit conferred upon you by this Agreement.

You shall submit all invoices for such incurred costs to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred. The Company shall reimburse you for such costs within 14 days of receipt of such invoices, whether or not disputed.

To the extent that your Spouse or Children are seeking to obtain, enforce or assert any right or benefit conferred on them by this Agreement, they shall be entitled to fee and expense reimbursement as if the right or benefit had been asserted by you.”

3.

The Agreement is hereby modified by adding a new Section 17 to the end thereof which shall read as follows:

“17. Section 409A of the Code.

(a) You shall have no right to specify the calendar year during which any payment hereunder shall be made.

(b) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the

reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed or in-kind benefits provided under this Agreement during one taxable year may not affect the amounts reimbursed or provided in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of an in-kind benefit is not subject to liquidation or exchange for another benefit. Notwithstanding any provision to the contrary in the Agreement, you agree that you shall submit reimbursable expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.

(c) An entitlement to a series of payments under this Agreement will be treated as an entitlement to a series of separate payments.

(d) Notwithstanding anything to the contrary in the Agreement, notification of any determination required under Section 6(b) shall be made to the Company no later than 30 days prior to date you remit the applicable tax to the taxing authority.”

4.

The definition of “Market Value” in Annex I is hereby modified by adding the following sentence to the end thereof which shall read as follows:

“With respect to grants or determinations made on and after January 1, 2009, ‘Market Value’ means, as of a particular date, (i) if Shares are listed or quoted on a national securities exchange, the closing price per Share reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed or quoted on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if Shares are not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.”

5.

The definition of “Termination Date” in Annex I is hereby modified to read as follows:

“‘TERMINATION DATE’ means the earlier of that date which is the final date of your service pursuant to Section 4 or August 15, 2011.”

6. The third sentence of Subsection (a) of the definition of “Termination Package” in Annex I is hereby modified to read as follows:

“In the event of your subsequent Disability, death or a Change of Control, all unpaid amounts under this Subsection (a) shall be accelerated and paid to you or your estate, as applicable, in a non-discounted lump-sum payment within five days of such event;”

7. Subsection (c)(iii) of the definition of “Termination Package” in Annex I is hereby modified to read as follows:

“Performance Units, Restricted Stock Units, and any shares of Restricted Stock issued under the Plans and Other Plans shall be vested with all conditions to have been deemed to have been satisfied at the maximum level (provided that such awards had not theretofore been forfeited),”

If you agree to the terms set forth in this Modification, please sign below and return one copy of this letter to the Company. As always, we appreciate your continued service and loyalty to the Company.

Agreed to this 15th day of December, 2008:

Exhibit 10.10

TRUST AGREEMENT
OCEANEERING INTERNATIONAL, INC.

First Amendment

          Oceaneering International, Inc., a Delaware corporation (the “Company”), having established the Trust Agreement by and between Bank of America, National Association (as successor to United States Trust Company, National Association) (the “Trustee”) and the Company, dated as of May 12, 2006 (the “Trust Agreement”) as a funding mechanism for liabilities under the Service Agreement between the Company and John R. Huff (the “Agreement”), and having reserved the right under Section 12 of the Trust Agreement to amend the Trust Agreement, does hereby amend the final sentence of Section 14(b) of the Trust Agreement, effective as of the close of business on December 31, 2008, by replacing it with the following two sentences:

“All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursement will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under this Agreement during one taxable year may not affect the amounts reimbursed in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit.”

[Signature page follows]

           IN WITNESS WHEREOF , the parties hereto have caused this Amendment to the Trust Agreement to be executed on their behalf by their duly authorized officers, on this the 15th day of December 2008, but effective as of December 31, 2008.

ATTEST:				OCEANEERING INTERNATIONAL, INC.
/s/ George R. Haubenreich, Jr.				By:		/s/ Marvin J. Migura
George R. Haubenreich, Jr.						Marvin J. Migura
Senior Vice President, General Counsel and Secretary						Senior Vice President and
						Chief Financial Officer
ATTEST:				BANK OF AMERICA,
				NATIONAL ASSOCIATION, TRUSTEE
/s/ Barbara Esau				By:		/s/ Demi Tupua
Barbara Esau, Vice President						Demi Tupua, Assistant Vice President

     The Participant hereby consents to the foregoing Amendment to the Trust Agreement on this 15th day of December, 2008.