Preview | Trust Agreement |

TRUST AGREEMENT
OCEANEERING INTERNATIONAL, INC.

This Trust Agreement (the Trust Agreement) made this 12th day of May, 2006, (the Effective Date), by and between Oceaneering International, Inc. (the Company) and United States Trust Company, National Association. (the Trustee);

WHEREAS, the Company and John R. Huff (the Participant) entered into a Service Agreement on August 15, 2001, as amended from time to time (the Agreement); and

WHEREAS, the Company has incurred or expects to incur liabilities under the terms of the Agreement with respect to the Participant, the Participants wife, Karen Keohane Huff, and the Participants two sons, Christopher David Huff and Jonathan Travis Huff (individually a Beneficiary and collectively the Beneficiaries) as the individuals benefiting under the Agreement;

WHEREAS, the Company wishes to establish a trust (the Trust) and to contribute to the Trust assets that shall be held therein, subject to the claims of the Companys creditors in the event of the Companys Insolvency, as herein defined, until paid to the Participant and the Beneficiaries in such manner and at such times as specified in the Agreement;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA);

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Establishment Of Trust

(a) The Company hereby deposits with Trustee in trust $1,000.00, in addition to the insurance policy described in Schedule A, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The insurance policy described in Schedule A shall be transferred by the Company and contributed to the Trust as soon as administratively practicable following the establishment of this Trust, but in no event, absent circumstances beyond the control of the Company, more than 90 days following the date of this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the Code), and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon (said principal and earnings collectively, the Trust Fund) shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Participant, the Beneficiaries and the Companys general creditors as herein set forth. The Participant and the Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Participant and the Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Companys general creditors under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein.

(e) The Company shall make additional deposits of cash on the dates and in the amounts outlined in Schedule B to maintain the life insurance policy identified in Schedule A. In addition to the scheduled payments outlined in Schedule B, the Company shall deposit into the Trust any additional amounts reasonably determined by the Company (following the Companys consultation with the issuer of the life insurance policy described in Schedule A or a replacement policy therefor) to be necessary to keep such life insurance policy in full force and effect. In no event shall such payments by the Company to the Trust be made later than 30 days prior to the date such insurance premium payments become due (unless the Company is making the payment(s) described in Section 4 of Schedule D in which event those provisions shall apply).

(f) The Company shall contribute such amounts as necessary in order that the sum of the cash surrender value of the policy listed on Schedule A, or any replacement policy therefor, and the value of any other assets of the Trust shall equal at least $4,000,000 on January 1, 2012.

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