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 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 income, gain or loss 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:





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                  (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.



Anything else in this definition to the contrary notwithstanding, no Change of

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 "Company Account" means the account maintained by the Committee

reflecting each Participant's Company Contributions, together with any income,

gain or loss 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 committee appointed by the Board to

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