<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>5
<FILENAME>h95099ex10-02.txt
<DESCRIPTION>SERVICE AGREEMENT - JOHN R. HUFF
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.02

August 15, 2001

Mr. John R. Huff
Chairman and Chief Executive Officer
Oceaneering International, Inc.
11911 FM 529
Houston, TX 77041

Re: Service Agreement ("Agreement")

Dear Mr. Huff:

Oceaneering International, Inc. (the "Company") considers the establishment and
maintenance of a sound and vital management to be essential for the protection
and enhancement of the best interests of the Company and its shareholders. In
view of your experience and performance in the business of the Company and its
subsidiaries, the Company desires to secure your services for an extended
period.

In order to induce you to remain in the employ of the Company, this Service
Agreement (the "Agreement"), which has been approved by the Board of Directors
of the Company (the "Board") and which supersedes the previous employment
agreement between you and the Company dated August 15, 1986 and the addendum to
that employment agreement dated February 22, 1996, which addressed, among other
provisions, Medical Care Benefits reimbursement to you, your Spouse and
Children, in their entirety, sets forth the terms of your continued service with
the Company and compensation and benefits in respect of such service, which the
Company agrees will be provided to you pursuant to the circumstances described
below.

Contemporaneously herewith, you and the Company are entering into a Change of
Control Agreement ("COC Agreement") that provides certain other, and sometimes
additional, compensation and benefits to you under the circumstances set forth
in the COC Agreement. Except to the extent expressly provided to the contrary in
the COC Agreement, you shall be entitled to compensation and benefits under both
this Agreement and the COC Agreement in the event of a Change of Control.

Reference is made to Annex I hereto for definitions of certain terms used in
this Agreement, and such definitions are incorporated herein by such reference
with the same effect as if set forth herein. Certain capitalized terms used in
this Agreement in connection with the description of various Plans are defined
in the respective Plans, but if any conflicts with a definition herein
contained, this Agreement shall prevail.


                                       1
<PAGE>
1.    Term of this Agreement.

      The Company hereby agrees to continue this Agreement and you hereby agree
      to perform the obligations described herein. Three phases (Agreement Phase
      A, Agreement Phase B and Agreement Phase C) shall collectively constitute
      the Agreement Period. The date of the end of the Agreement Period, as
      determined in accordance with this Agreement, is the "Expiration Date" and
      the period commencing the date hereof and ending on the Expiration Date
      being hereinafter referred to as the "Agreement Period".

2.    Duties.

      (a)   During Agreement Phase A, you shall serve the Company as its
            Chairman and Chief Executive Officer. In such capacities you shall:

            (i)   have the duties of such offices as specified in the Bylaws;

            (ii)  report directly to the Board; and

            (iii) have general executive supervision and management of the
                  business and affairs of the Company, subject to the direction
                  of the Board or any Committee thereof. The foregoing shall
                  not, however, be deemed to restrict you from attending to
                  matters or engaging in activities not directly related to the
                  business of the Company and that do not interfere with your
                  full time employment duties with the Company. It shall not be
                  a violation of this Agreement for you to (A) serve on
                  corporate, civic or charitable boards or committees, (B)
                  deliver lectures, fulfill speaking engagements or teach on a
                  part-time basis at educational institutions and (C) manage
                  personal investment and/or engage in other personal
                  activities, so long as such activities do not interfere with
                  the performance of your responsibilities as an employee of the
                  Company in accordance with this Agreement. It is expressly
                  understood and agreed that to the extent that any such
                  activities have been conducted by you during employment with
                  the Company prior to the Effective Date, the continued conduct
                  of such activities (or the conduct of activities similar in
                  nature and scope thereto) subsequent to the Effective Date
                  shall not thereafter be deemed to interfere with the
                  performance of your responsibilities to the Company.

            On August 16, 2006 you shall no longer be an employee of the
            Company.

      (b)   During the Agreement Phase B, you shall not be an employee of the
            Company but shall stand ready to perform, as an independent
            contractor, the duties, and hold the position, of non-executive
            Chairman of the Board, as may be requested by the Company acting in
            its sole discretion, subject to any required shareholder approval.
            In no event shall there be any reduction in your Agreement Phase B
            Compensation (Section 7). During Agreement Phase B, your duties as
            non-executive Chairman of the Board shall not be deemed to restrict
            you from attending to matters or engaging in activities not directly
            related to the business of the Company.


                                       2
<PAGE>
      (c)   During Agreement Phase C, you shall have no obligation to perform
            services for the Company in any capacity.

3.    Termination of Service.

      Upon compliance by the initiating party with any applicable procedures set
      forth in Section 4 hereof, your service with the Company:

      (a)   May be terminated prior to August 16, 2006 at the discretion of the
            Board for Cause;

      (b)   May be terminated prior to August 16, 2006 at your discretion for
            Good Reason;

      (c)   May be terminated prior to August 16, 2006 at the discretion of the
            Board for any reason other than Cause;

      (d)   May be terminated prior to August 16, 2006 at your discretion for
            any reason other than Good Reason;

      (e)   Shall terminate upon your death or Disability prior to August 16,
            2006; or

      (f)   May be terminated by you or the Company for any reason after August
            15, 2006 and during Agreement Phase B.

4.    Procedures for Termination of Service.

      If your service be terminated or intended to be terminated:

      (a)   Pursuant to Section 3(a), the Company shall transmit to you written
            notice setting forth the Cause for which you are proposed to be
            dismissed in sufficient detail to permit a reasonable assessment of
            the bona fides thereof, and setting a meeting of the Board not less
            than 30 days following the date of such notice at which the Board
            shall consider your termination and at which you and your counsel
            shall have the opportunity to be heard, following which the Board
            shall either by resolution withdraw the notice, or if it so finds in
            its good faith opinion, issue its report within 10 days thereafter
            that Cause exists and specifying the particulars of its findings, in
            which latter event a "final notice" shall occur. After receipt of a
            "final notice" of intended termination for Cause, you may contest
            such "final notice" in any court described in Section 9(b)(i) and
            all provisions of this Agreement, including but not limited to
            Medical Care Benefits (Section 6) and Compensation (Section 7),
            shall be continued until a Termination Date is determined pursuant
            to such contest. Within 10 days following the commencement of any
            such contest, the Company must escrow all amounts which would have
            been due pursuant to Section 5(b) if the "final" notice were not
            valid at a bank of your choice. Should the contest result from which
            no further appeal is possible find that:


                                       3
<PAGE>
            (i)   "final notice" is valid then the Termination Date shall be the
                  date no further appeal is possible and you shall receive
                  compensation and benefits pursuant to Section 5(a);

            (ii)  "final notice" is not valid then the Termination Date shall be
                  the date no further appeal is possible and you shall receive
                  compensation and benefits pursuant to Section 5(b).

      (b)   Pursuant to Section 3(b), you shall transmit to the Company written
            notice setting forth the Good Reason for which you are proposed to
            terminate your service in sufficient detail to permit a reasonable
            assessment of the bona fides thereof. The Board shall issue a
            resolution to you not more than 10 days following the date of such
            notice as to either:

            (i)   Their Acceptance - In the event the Board accepts your notice
                  of Good Reason, then the Termination Date is established and
                  you are entitled to receive the amounts pursuant to Section
                  5(b); or

            (ii)  Their Rejection - In the event the Board rejects your notice
                  of Good Reason, then (A) the Company must escrow within 10
                  days following the rejection all amounts which would have been
                  due pursuant to Section 5(b) if your termination for Good
                  Reason had been accepted at a bank of your choice, (B) you
                  must proceed to dispute resolution pursuant to Section 9 and
                  (C) all provisions of this Agreement, including but not
                  limited to Compensation (Section 7), shall be continued until
                  a termination is determined pursuant to such dispute
                  resolution from which no further appeal is possible. The
                  Termination Date shall be the date on which no further appeal
                  is possible.

      (c)   Pursuant to Section 3(c), your Termination Date shall be the date
            you receive written notice from the Company and you shall receive
            compensation and benefits pursuant to Section 5(b).

      (d)   Pursuant to Section 3(d), your Termination Date shall be the date
            you give notice to the Company and you shall receive compensation
            and benefits pursuant to Section 5(a).

      (e)   By reason of your death or Disability pursuant to Section 3(e), you
            shall receive compensation and benefits pursuant to Section 5(b).
            Your Termination Date in the case of your death shall be the date of
            your death and in the case of Disability, the date specified in a
            written notice transmitted by either the Company or you that a
            determination as to Disability has been made by a physician of your
            choice.

      (f)   Pursuant to Section 3(f), you shall receive compensation and
            benefits pursuant to Section 5(b) if you are not non-executive
            Chairman of the Board for any reason, including death or Disability,
            other than your refusing to serve as non-executive Chairman of the
            Board; provided, that your refusal to serve as non-executive
            Chairman of the Board by reason that the Company has failed to
            fulfill any of its


                                       4
<PAGE>
            obligations under this Agreement shall not be considered a refusal
            by you to serve as non-executive Chairman of the Board. Under such
            circumstances, your Termination Date shall be (i) for reason other
            than death or Disability, the date specified in a written notice
            transmitted by either you or the Company, (ii) in the case of
            Disability, the date specified in a written notice by either you or
            the Company that a determination as to Disability has been made by a
            physician of your choice or (iii) in the case of death shall be the
            date of your death.

      (g)   Pursuant to Section 3(f) you shall receive compensation and benefits
            pursuant to Section 5(a) if you are not non-executive Chairman of
            the Board by reason of your refusing to serve as non-executive
            Chairman of the Board; provided that your refusal to serve as
            non-executive Chairman of the Board by reason that the Company has
            failed to fulfill any of its obligations under this Agreement shall
            not be considered a refusal by you to serve as non-executive
            Chairman of the Board. If you claim benefits under Section 3(f), you
            shall transmit to the Company, in sufficient detail to permit a
            reasonable assessment of the bona fides thereof, that your service
            has been terminated for any such reason. The Board shall issue a
            resolution to you not more than 10 days following the date of such
            notice as to:

            (i)   Their Acceptance - In the event the Board accepts your notice
                  claiming benefits under Section 3(f), then the Termination
                  Date is established.

            (ii)  Their Rejection - In the event the Board rejects your notice,
                  then (A) the Company must escrow within 10 days following the
                  rejection all amounts which would have been due pursuant to
                  Section 5(b) if your notice had been accepted at a bank of
                  your choice, (B) you must proceed to dispute resolution
                  pursuant to Section 9 and (C) all provisions of this
                  Agreement, including but not limited to Compensation (Section
                  7), shall be continued until a termination is determined
                  pursuant to such dispute resolution from which no further
                  appeal is possible. The Termination Date shall be the date on
                  which no further appeal is possible.

5.    Effect of Termination of Service.

      If your service is terminated:

      (a)   Pursuant to Section 4(a)(i) by the Company for Cause when "final
            notice" is valid, Section 4(d) by other than for Good Reason or
            Section 4(g) by your refusing to serve as non-executive Chairman of
            the Board you shall receive:

            (i)   payment when due of your then current Base Salary or
                  compensation described in Section 7(a)(ii), as the case may
                  be, through the end of the first monthly Pay Period ended
                  after the Termination Date;

            (ii)  all benefits under the Plans and the Other Plans in which you
                  are at the time a participant, to the extent the same are
                  vested under the terms thereof at the Termination Date and, if
                  the Termination Date is subsequent to either your death,
                  Disability, a Change of Control or August 15, 2006,


                                       5
<PAGE>
                  the Medical Care Benefits specified in Section 6, to you, your
                  Spouse and your Children for each of your and their lives; and

            (iii) (except as otherwise provided herein) all other obligations of
                  the Company under this Agreement shall thereupon cease except
                  for their obligations under Sections 8, 9, 10, 11(a), 12 and
                  16.

      (b)   Pursuant to Section 4(a)(ii) by the Company for Cause when "final
            notice" is not valid, pursuant to 4(b) by you for Good Reason,
            pursuant to Section 4(c) by the Company without Cause, pursuant to
            Section 4(e) by reason of death or Disability, or pursuant to
            Section 4(f) and prior to the Expiration Date, then you shall become
            entitled to all benefits conferred upon you by the Termination
            Package and Medical Care Benefits specified in Section 6, to you,
            your Spouse and your Children for each of your and their lives and
            the obligations of the Company under Sections 8, 9, 10, 11(a), 12
            and 16 shall continue.

      You shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking employment or other service, nor shall
      the amount of any payment provided for in this Agreement be reduced by any
      compensation earned by you as the result of employment with or service to
      another Person after any Termination Date.

6.    Medical Care Benefits.

      (a)   Notwithstanding anything in this Agreement to the contrary, from
            August 15, 2001 until the last to die of you, your Spouse and your
            Children, the Company shall pay for all Medical Care and
            Reimbursement for Tax Consequences as specified in Section 6 for
            you, your Spouse and your Children, without reduction, subject only
            to possible termination of Medical Care Benefits specified in
            Section 6 on the Termination Date but only if pursuant to the
            termination of your service prior to your death, Disability or a
            Change of Control and prior to August 16, 2006, by the Company for
            Cause pursuant to Section 4(a)(i) or by you for reason other than
            Good Reason pursuant to Section 4(b)(ii) or 4(d). The Company may
            arrange for a group or individual insurance policy to provide all or
            a portion of these Medical Care costs, however, in all events, the
            Company is obligated to ensure that payment for all Medical Care
            costs is made within 10 days of submittal to the Company for
            payment. The Company shall either pay all amounts directly to the
            provider of the Medical Care or reimburse you, your Spouse and your
            Children for such expenses incurred, whichever may be requested by
            you, your Spouse or your Children. Should the Company elect to
            provide insurance for any or all of the costs of Medical Care, the
            Company shall nevertheless provide 100% reimbursement of any
            expenses incurred by you, your Spouse and your Children that are not
            reimbursed by insurance or otherwise within 10 days after submittal
            of such expenses to the Company for payment.

      (b)   Reimbursement for Tax Consequences - In the event that any payment,
            distribution, transfer or benefit by the Company, the Company
            sponsored benefit plans programs or practices, on account of Medical
            Care described in Section 6(a)


                                       6
<PAGE>
            herein, to or for the benefit of you, your Spouse or your Children
            or the heirs or beneficiaries thereof (each a "Payment" and
            collectively the "Payments") is or was subject to any income tax
            imposed by the Code any successor provision or any comparable
            provision of state or local income tax law (collectively, "Income
            Tax"), or any interest, penalty or addition to tax is or was
            incurred by you, or your Spouse or your Children with respect to
            such Income Tax (such Income Tax, together with any such interest,
            penalty, addition to tax, and costs [including professional fees]
            hereinafter collectively referred to as the "Tax"), then, in
            accordance with the provisions of this Section 6(b), the Company
            shall pay to you (or, as applicable, your Spouse or your Children)
            an additional cash payment (hereinafter referred to as the "Gross-Up
            Payment") in an amount such that after payment by you (or your
            Spouse or your Children) of all taxes, interest, penalties,
            additions to tax and costs imposed or incurred with respect to the
            Gross-Up Payment (including without limitation, any income and
            excise taxes imposed upon the Gross-Up Payment), you (or your Spouse
            or your Children) retains an amount of the Gross-Up Payment equal to
            the Tax imposed upon such Payment or Payments. The Company's funding
            of any such Gross-Up Payment shall be triggered by a determination
            by you, your Spouse or your Children that a Payment is subject to
            Tax. Following any such determination, the Company shall, within 20
            days, pay to you (or, as applicable, your Spouse or your Children)
            the applicable Gross-Up Payment to be calculated assuming the
            highest incremental individual income tax rate then in effect.
            Thereafter, if it is determined by you, your Spouse, your Children
            or any agent thereof that:

            (i)   Medical Care expenses for which a Payment was made resulted in
                  an income tax deduction to the recipient of the Gross-Up
                  Payment; or

            (ii)  the Gross-Up Payment was calculated using a tax rate in excess
                  of the highest incremental tax rate actually paid by the
                  recipient of the Gross-Up Payment, then the recipient of the
                  Gross-Up Payment shall reimburse the Company for the amount by
                  which the Gross-Up Payment exceeded the actual Tax paid. This
                  Section 6(b) is intended to put you (or your Spouse or your
                  Children) in the same position as would have existed had no
                  Tax been imposed upon or incurred as a result of any Payment.

      (c)   The existence of the benefits described in this Section 6 shall not
            prohibit or restrict your entitlement to full participation in the
            executive compensation, employee benefit and other plans or programs
            in which senior executives of the Company are eligible to
            participate.

7.    Compensation.

      (a)   Base.

            (i)   During Agreement Phase A and prior to a Termination Date, the
                  Company agrees to pay you salary at the rate of $500,000 per
                  annum through December 31, 2001 ("Base Salary"), payable on a
                  current basis in equal


                                       7
<PAGE>
                  installments not less frequently than each Pay Period, subject
                  only to such payroll and withholding deductions as may be
                  required by law or the terms of Plans in which you are a
                  participant. For periods subsequent to December 31, 2001, your
                  Base Salary shall be adjusted annually by the Compensation
                  Committee of the Board and paid in the same manner as for the
                  prior Pay Period but no such adjustment shall result in a Base
                  Salary rate for any Pay Period as less than the highest annual
                  rate so authorized by the Committee to be paid to you during
                  any previous Pay Period of the Company ended during the
                  Agreement Period, except upon your prior written consent. The
                  Company's obligations to you hereunder shall remain unaffected
                  by any election by you to defer any portion of your Base
                  Salary and for all purposes of this Agreement, such election
                  shall apply only to the period for which it is made by written
                  agreement between the Company and you.

            (ii)  During Agreement Phase B, the Company agrees to pay annual
                  compensation at a rate, but payable ratably, on a semi-monthly
                  basis equal to 50 percent of your highest Base Salary as in
                  effect at anytime during Agreement Phase A, as calculated
                  without regard to any elective deferrals.

            (iii) At the commencement of Agreement Phase C, the Company agrees
                  to pay you the Termination Package.

      (b)   Plans.

            (i)   During Agreement Phase A, in addition to your Base Salary, you
                  will participate in the Plans and the Other Plans for each
                  year during Agreement Phase A and prior to a Termination Date.

            (ii)  During Agreement Phase B, in addition to the compensation
                  described in Section 7(a)(ii), you shall continue to vest as
                  if you had remained employed by the Company in any interests
                  that you may hold under the Plans or Other Plans as of August
                  15, 2006, including without limitation, continued
                  participation of the then current Fiscal Year Bonus Plan if
                  the applicable fiscal year commenced during Agreement Phase A;
                  provided, however, (A) that you shall not be eligible to
                  participate in any subsequent grants or contributions made
                  under the Plans and the Other Plans on or after August 16,
                  2006, other than under the then current Fiscal Year Bonus Plan
                  if the applicable fiscal year commenced during Agreement Phase
                  A and (B) you shall not receive a distribution of your
                  interest in the SERP.

            (iii) During Agreement Phase C, in addition to the Termination
                  Package, you shall receive a distribution of your interest in
                  the SERP upon the commencement of Agreement Phase C; provided,
                  however, that you shall not be eligible to participate and any
                  subsequent grants or contributions made to the Plans and the
                  Other Plans on or after August 16, 2006.


                                       8
<PAGE>
      (c)   Other. The Company shall reimburse you for all expenses paid or
            incurred by you in the performance of your duties under this
            Agreement in accordance with the Company's normal expense
            reimbursement policies applicable to senior executives.

      (d)   During Agreement Phase A, Agreement Phase B and Agreement Phase C
            the Company shall provide you the Perquisites and Administrative
            Assistance.

8.    Excise Tax.

      (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
            under this Agreement 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 from the Company upon or after
            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 upon or after 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 from the Company upon or after 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.


                                       9
<PAGE>
      (c)   For purposes of this Section 8, "present value" means the value
            determined in accordance with the principles of Section 1274(b)(2)
            of the Code under the rules provided in Treasury Regulations under
            Section 280G of the Code.

      (d)   References to Code Section 280G herein are specific references to
            Section 280G as added to the Code by the Tax Reform Act of 1984 and
            as amended by the Tax Reform Act of 1986. To the extent Code Section
            280G is again amended prior to the termination of this Agreement, or
            is replaced by a successor statute, the provisions of this Section 3
            shall be deemed modified without further action of the parties in a
            manner consistent with such amendments or successor statutes, as the
            case may be. In the event that Code Section 280G or any successor
            statute is repealed, this Section 6 shall cease to be effective on
            the effective date of such repeal. The parties recognize that
            Treasury Regulations under Code Sections 280G and 4999 may affect
            the amount that may be paid hereunder and agree that, upon the
            issuance of any such regulations, this Agreement may be modified as
            in good faith may be deemed necessary in light of the provisions of
            such regulations to achieve the purposes hereof, and that consent to
            such modifications shall not be unreasonably withheld.

      (e)   The foregoing notwithstanding, if you receive payment from the
            Company for reimbursement of any excise taxes pursuant to any other
            agreement, to the extent any Excise Tax Premium under this Agreement
            be duplicative, you shall not be entitled to receive payment of such
            an Excise Tax Premium.

9.    Dispute Resolution.

      (a)   This Agreement shall be governed in all respects, including as to
            validity, interpretation and effect, by the internal laws of the
            State of Texas without regard to choice of law principles.

      (b)   It is irrevocably agreed that if any dispute arises with respect to
            any action, suit or other legal proceeding pertaining to this
            Agreement or to the interpretation of or enforcement of any of your
            rights hereunder under this Agreement:

            (i)    the Company and you agree that exclusive jurisdiction for any
                   such suit, action or legal proceeding shall be in the state
                   district courts of Texas sitting in Harris County, Texas;

            (ii)   we are each at the time present in Texas for the purpose of
                   conferring personal jurisdiction;

            (iii)  the Company and you each consent to the jurisdiction of each
                   such court in any such suit, action or legal proceeding and
                   will comply with all requirements necessary to give such
                   court jurisdiction;

            (iv)   the Company and you each waive any objection it may have to
                   the laying of venue of any such suit, action or legal
                   proceeding in any of such court; and


                                       10
<PAGE>
            (v)    the Company and you each waive any objection or right to
                   removal it that may otherwise have in any such suit, action
                   or legal proceeding.

            (vi)   any such suit, action or legal proceeding may be brought in
                   such court, and any objection that the Company or you may now
                   or hereafter have to the venue of such action or proceeding
                   in any such court or that such action or proceeding was
                   brought in an inconvenient court is waived, and we each agree
                   not to plead or claim the same;

            (vii)  service of process in any such suit, action or legal
                   proceeding may be effected by mailing a copy thereof by
                   registered or certified mail, return receipt requested (or
                   any substantially similar form of mail), postage prepaid, to
                   such party provided in Section 13 hereof, and

            (viii) prior to any trial on the merits, we will submit to court
                   supervised, non-binding mediation.

      (c)   Notwithstanding any contrary provision of Texas law, the Company
            shall have the burden of proof with respect to any of the following:
            (i) that Cause existed at the time any notice was given to you under
            Section 4(a); (ii) that Good Reason did not exist at the time notice
            was given to the Company under Section 4(b); (iii) that you refused
            to serve as non-executive Chairman of the Board; (iv) that the
            Company is not in default of the performance of its obligations
            under this Agreement; and (v) that a Change of Control has not
            occurred.

10.   Indemnity.

      You will receive, to the fullest extent possible and to such greater
      extent as applicable law hereafter may permit, indemnity from the Company
      on terms at least as favorable as that provided under (i) any Indemnity
      Agreement of the Company to which your are a party or an intended
      beneficiary, or (ii) the Company's Bylaws, as in effect on date hereof.

11.   Successors; Binding Agreement.

      (a)   In the event any Successor does not assume this Agreement by
            operation of law, the Company will seek to have any Successor, by
            agreement in form and substance satisfactory to you, expressly
            assume and agree to perform this Agreement in the same manner and to
            the same extent that the Company would be required to perform it. If
            there has been a Change of Control prior to, or a Change of Control
            will result from, any such succession, then failure of the Company
            to obtain at your request such agreement prior to or upon the
            effectiveness of any such succession (other than by merger or
            consolidation) shall (i) if during Agreement Phase A, constitute
            Good Reason for termination by you of your service and (ii) if after
            Agreement Phase A, constitute a termination of your status as
            non-executive Chairman of the Board for reasons other than your
            refusal to serve.


                                       11
<PAGE>
      (b)   This Agreement shall inure to the benefit of and be enforceable by
            your personal and legal representatives, executors, administrators,
            successors, heirs, distributees, devisees and legatees.

12.   Fees and Expenses.

      The Company shall pay all legal and other costs (including but not limited
      to, administrative, accounting, tax, human resource and expert witness
      fees and expenses) up to a maximum of $1,000,000 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 prepare an estimate of any fees you expect to incur in the
      following 90 days and claim reimbursement for under this Section 12 no
      later than 10 days after notice by you to the Company that you intend to
      seek legal representation under this Agreement. The Company shall pay such
      estimates to you within 10 days of your notice. At the end of the 90 days,
      and each 90 days thereafter, you shall prepare a subsequent estimate and
      submit it to the Company within 10 days and the Company agrees to pay all
      subsequent such estimates to you within 10 days of each notice until the
      matter has been resolved. After the matter has been resolved, you will
      submit an appropriate accounting of actual expenses and estimates; such
      that:

            (i)   if estimates paid to you exceed actuals, you will promptly
                  submit a refund to the Company; or

            (ii)  if actuals exceed estimates paid to you, you will submit a
                  final request for reimbursement from the Company, which the
                  Company will promptly pay.

      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.

13.   Notices.

      Any and all notices required or permitted to be given hereunder shall be
      in writing and shall be deemed to have been given when delivered in person
      to the persons specified below or deposited in the United States mail,
      certified or registered mail, postage prepaid and addressed as follows:

      If to the Company:         Oceaneering International, Inc.
                                 11911 FM 529
                                 Houston, Texas 77041
                                 Attention: Chairman, Compensation Committee
                                            of the Board of Directors

      If to you:                 John R. Huff
                                 102 Broad Oaks Circle
                                 Houston, Texas 77056


                                       12
<PAGE>
      Either party may change, by the giving of notice in accordance with this
      Section 13, the address to which notices are thereafter to be sent.

14.   Validity.

      The invalidity or unenforceability of any provision of this Agreement
      shall not affect the validity or enforceability of any other provision of
      this Agreement, which shall remain in full force and effect.

15.   Survival.

      All obligations undertaken and benefits conferred pursuant to this
      Agreement, except those set forth in Sections 1 and 2, shall survive the
      Agreement Period and any termination of service and continue thereafter
      until performed in full.

16.   Miscellaneous.

      (a)   No provision of this Agreement may be modified, waived or discharged
            unless such modification, waiver or discharge is agreed to in
            writing, signed by you and the Chairman of the Compensation
            Committee of the Board. No waiver by either party hereto at any time
            of any breach by the other party hereto of, or of compliance with,
            any condition or provision of this Agreement to be performed by such
            other party shall be deemed a waiver of similar or dissimilar
            provisions or conditions at the same or at any prior or subsequent
            time. No agreements or representations, oral or otherwise, express
            or implied, with respect to the subject matter hereof have been made
            by either party which are not expressly set forth in this Agreement.

      (b)   Failure to pay within 10 days of a payment due date or notice
            thereon (whether payment is disputed or not) will result in a
            default of this Agreement. Past due amounts will accrue interest and
            compound at the lesser of 2% per month or the highest interest rate
            allowed by law.

      (c)   Spouse and Children are third party beneficiaries of this Agreement
            with respect to Medical Care Benefits under Section 6, Dispute
            Resolution in Section 9 and Fees and Expenses in Section 12.


                                       13
<PAGE>
If this letter correctly sets forth our understanding with respect to the
subject matter hereof, please sign and return one copy of this letter to the
Company.

                                  Sincerely,

                                  Oceaneering International, Inc.


                                  BY:/s/ Charles B. Evans
                                    ------------------------------------------
                                        Charles B. Evans, Chairman
                                        Compensation Committee of the Board

Agreed to as of the 16th
day of November, 2001:


/s/ John R. Huff
  -----------------------
John R. Huff


                                       14
<PAGE>
               ANNEX I TO SERVICE AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                                  JOHN R. HUFF

Definition of Certain Terms

"AGREEMENT" means this Service Agreement between you and the Company dated as of
August 15, 2001.

"AGREEMENT PERIOD" means uninterrupted period beginning upon the commencement of
Agreement Phase A and ending upon the expiration of Agreement Phase C.

"AGREEMENT PHASE A" means period beginning on August 15, 2001 and ending on
August 15, 2006.

"AGREEMENT PHASE B" means the period beginning on August 16, 2006 and ending on
the earlier to occur of (i) the date on which you are no longer serving as
Chairman of the Board of Directors; or (ii) August 15, 2011.

"AGREEMENT PHASE C" means the period immediately beginning upon the earlier of
(i) a Termination Date occurring during Agreement Phase A or (ii) the expiration
of Agreement Phase B and, in any case, ending 10 years from the date of that
commencement.

"ADMINISTRATIVE ASSISTANCE" means such administrative assistance as you
reasonably deem necessary; including but not limited to, sufficient office space
and equipment, a qualified administrative assistant, computer hardware, software
and communication services.

"BOARD" means the Board of Directors of the Company.

"BYLAWS" means the bylaws of the Company, except as otherwise specified, as in
effect at the day hereof and as the same shall be amended or otherwise modified
to, but not on or after, any Change of Control.

"CAUSE" means your conviction by a court of competent jurisdiction, from which
conviction no further appeal can be taken, of a felony-grade crime involving
moral turpitude related to your service with the Company.

"CHANGE OF CONTROL" means the earliest date at which:

      (a)   any Person is or becomes the "beneficial owner" (as defined in Rule
            13d-3 under the Exchange Act), 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


                                       15
<PAGE>
      (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 (ii) 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 you, or a group of Persons which includes you, 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.

"CHILDREN" means your natural children as of August 15, 2001, namely Christopher
David Huff and Jonathan Travis Huff.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" means Oceaneering International, Inc., a Delaware corporation,
headquartered in Houston, Texas.

"DISABILITY" means your continuing full-time absence from your duties with the
Company for 90 days or longer as a result of physical or mental incapacity,
which absence is anticipated to extend for an additional 90 days or longer. Your
need for absence and its anticipated duration shall be determined solely by a
medical physician of your choice to be approved by the Company, which approval
shall not be unreasonably withheld.

"EFFECTIVE DATE" means the date the "Agreement" is signed.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.


                                       16
<PAGE>
"EXPIRATION DATE" means the end of the Agreement Period as described in Section
1.

"FISCAL YEAR BONUS PLAN" means for each year, the Company's fiscal year bonus
plan, or any other plan adopted by the Board which provides for the payment of
additional compensation or equity consideration on an annual basis to senior
executive officers contingent upon the Company's performance, including stock
performance and results of operations for that specific year, in either case as
such plan shall be amended or modified prior to, but not on or after, any
Termination Date.

"GOOD REASON" means any of the following:

      (a)   a change in your status, title(s) or position(s) with the Company,
            including as an officer of the Company, which, in your reasonable
            judgment, does not represent a promotion, with commensurate
            adjustment of compensation, from your status, title(s) and
            position(s) immediately prior to the Effective Date; or the
            assignment to you of any duties or responsibilities which, in your
            reasonable judgment, are inconsistent with the scope of such duties
            or such status, title(s) or position(s) or are not customarily
            assigned to someone of your education, training and experience; or
            the withdrawal from you of any duties or responsibilities which in
            your reasonable opinion are consistent with such status, title(s) or
            position(s); or any removal of you from or any failure to reappoint
            or reelect you to such position(s); or

      (b)   a reduction by the Company in your annual Base Salary, SERP (or
            equivalent), annual bonus opportunity or aggregate long term
            incentive compensation in effect immediately prior to the Effective
            Date and as may subsequently be increased thereafter; or

      (c)   the failure by the Company to continue in effect any Plan in which
            you were participating immediately prior to the Effective Date other
            than as a result of the normal expiration or amendment of any such
            Plan in accordance with its terms, or the taking of any action, or
            the failure to act, by the Company which would adversely affect your
            continued participation in any such Plan on at least as favorable a
            basis to you as is the case immediately prior to the Effective Date
            or which would materially reduce your benefits under any of such
            Plans or deprive you of any material benefit enjoyed by you
            immediately prior to the Effective Date, except as proposed by you
            to the Company; or

      (d)   the relocation of the principal place for performance of your
            service obligations to a location 25 miles further from your
            principal residence without your express written consent; or

      (e)   the failure by the Company upon a Change of Control to obtain the
            assumption of this Agreement by any Successor (other than by
            operation of law); or

      (f)   any purported termination by the Company of your service, which is
            not effected by a notice of termination issued pursuant to Section 4
            of this Agreement; and for purposes of this Agreement, no such
            purported termination shall be effective; or


                                       17
<PAGE>
      (g)   any refusal by the Company to continue to allow you to attend to
            matters or engage in activities not directly related to the business
            of the Company which you attended to or were engaged in immediately
            prior to a Change of Control which do not otherwise violate your
            obligations hereunder; or

      (h)   any default by the Company in the performance of its obligations
            under this Agreement, whether before or after a Change of Control.

"INDEMNITY AGREEMENT" means that certain agreement between you and the Company
dated as of November 16, 2001, and any successor thereto.

"LONG TERM INCENTIVE BONUS PLAN" means the Company's long term incentive plans
(including agreements issued thereunder, e.g., restricted stock agreements and
stock option agreements) or any other plan or agreement approved by the Board,
other than the Fiscal Year Bonus Plan, which provides for the payment of
additional compensation or equity consideration to senior executive officers
contingent on the Company's performance, including stock performance and results
of operations for a specific time period, and in either case, as such plan may
be amended or modified prior to, but not on or after, any Termination Date.

"MARKET VALUE," when used with respect to a Share, means the mean between the
highest and lowest sales price per Share on the New York Stock Exchange or if
not listed thereon, on such other exchange as shall at the time constitute the
principal exchange for trading in Shares. If the Shares are not publicly traded,
the market value shall be as determined by an independent appraiser appointed by
you for such purpose.

"MEDICAL CARE" means any expense required, as determined in your, or the
applicable of your Spouse or Children receiving such benefits after your death,
sole discretion, to provide assistance to the well being of "you," "your
Spouse," or "your Children" for their maintenance of physical and/or mental
health, as such expenses are generally defined in Section 213(d)(1) of the Code
as in effect as of August 15, 2001.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program, policy or arrangement of the Company which is intended to benefit
employees of the Company that are similarly situated to you (other than the
Plans or as otherwise provided to you in this Agreement).

"PAY PERIOD" means payment of base salary no less then twice per month.

"PERSON" means any individual, corporation, partnership, group, association or
other "person," as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, other than the Company or any Plans sponsored by the Company.

"PERQUISITES" means individual perquisites benefits customarily provided to you
by the Company as of the Effective Date.

"PLANS" means any Fiscal Year Bonus Plan, Long Term Incentive Bonus Plan and the
SERP.


                                       18
<PAGE>
"RESTRICTED STOCK AGREEMENTS" means any grant by the Company to you of Shares
which are, at the relevant time, subject to possible forfeiture.

"SERP" means the Supplemental Executive Retirement Plan ("SERP"), as the same
shall be amended or modified.

"SHARES" means shares of Common Stock, $.01 par value, of the Company at the
date of this Agreement, as the same shall be subsequently amended, modified or
changed.

"SPOUSE" means the woman who is legally married to you as of August 15, 2001,
namely Karen Keohane Huff.

"STOCK OPTION AGREEMENTS" means any agreements providing for the grant by the
Company to you of options to purchase Shares.

"SUCCESSOR" means any Person that succeeds to, or has the ability to control,
the Company's business as a whole, directly by merger, consolidation or spin-off
or indirectly by purchase of the Company's Voting Securities or acquisition of
all or substantially all of the assets of the Company.

"TERMINATION DATE" means that date which is the final date of your service
pursuant to Section 4.

"TERMINATION NOTICE" is a notice that complies with the requirements of Section
4.

"TERMINATION PACKAGE" means your right to receive, and the Company's obligation
to pay and/or perform on, the following:

      (a)   If your Termination Date occurs during Agreement Phase A:

            (i)   On or within five days following an applicable Termination
                  Date, the Company shall pay to you a lump sum, cash amount
                  with no discount equal to the sum of:

                  A.    the highest annual rate of Base Salary (Section 7(a)(i))
                        in effect during the Agreement Period, multiplied by the
                        number of years, (including fractions of a year) from
                        the Termination Date to the Expiration Date;

                  B.    the value of the maximum award you would have been
                        eligible to receive under the then current Fiscal Year
                        Bonus Plan in respect of the then current year,
                        regardless of any limitations otherwise applicable to
                        the then current Fiscal Year (i.e., the failure to have
                        completed any vesting period or the current measurement
                        period, or the failure to achieve any performance goal
                        applicable to all or any portion of the measurement
                        period);


                                       19
<PAGE>
                  C.    the amount equal to the maximum percentage of your Base
                        Salary contributed by the Company for you in SERP for
                        the then current year multiplied by the highest annual
                        rate of Base Salary (Section 7(a)) in effect during the
                        Agreement Period; and

                  D.    any other amounts then owed to you by the Company,
                        including interest per Section 16(b).

            (ii)  All then outstanding contingent compensation issued or awarded
                  to you under the Plans and Other Plans shall become vested,
                  exercisable, distributable and unrestricted (any contrary
                  provision in the Plans notwithstanding). You shall have the
                  right immediately to:

                  A.    for one year thereafter, exercise all or any portion of
                        all your options covered by the Plans and Other Plans
                        and to have the underlying Shares issued to you,

                  B.    for one year thereafter, in lieu of such exercise as
                        provided in Subsection (a)(ii)(A) above, as elected by
                        you, to receive a cash amount within five days following
                        an applicable Termination Date equal to the spread
                        between the exercise price and the higher Market Value
                        of the shares, multiplied by the number of shares of
                        outstanding stock options,

                  C.    all 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 with respect to
                        all such shares of Restricted Stock provided that such
                        share had not theretofore been forfeited,

                  D.    to receive a cash amount within five days following an
                        applicable Termination Date equal to all tax assistance
                        payments associated with the issuance of Shares covered
                        by Restricted Stock held by you under the Plans and
                        Other Plans and vested pursuant to Subsection (a)(ii)(C)
                        above. Any obligation to not sell Shares issued to you
                        under Restricted Stock programs for any period of time
                        after vesting to keep associated tax assistance payments
                        is eliminated, and

                  E.    obtain the full benefit of any other contingent
                        compensation rights to which you may be entitled under
                        the Plans and Other Plans, in each case as though all
                        applicable performance targets had been met or achieved
                        at maximum levels for all performance periods (including
                        those extending beyond the Expiration Date) and any and
                        all Plans and Other Plans contingencies had been
                        satisfied in full, and


                                       20
<PAGE>
            (iii) The Company shall maintain in full force and effect for your
                  continued benefit for a three-year period after the
                  Termination Date all Other Plans in which you were entitled to
                  participate immediately prior to the Termination Date (at no
                  greater cost or expense to you than was the case immediately
                  prior to the Termination Date), including without limitation
                  plans providing medical, dental, life and disability insurance
                  coverage, and you shall participate in such plans provided
                  that your continued participation is possible under the
                  general terms and provisions of such plans and programs. In
                  the event that your participation in any such plan or program
                  is not possible, the Company shall arrange to provide you, at
                  the Company's cost and expense, with benefits substantially
                  similar to those which you are entitled to receive under such
                  plans and programs.

            (iv)  The Company shall provide you with the Perquisites and
                  Administrative Assistance until the end of Agreement Phase C.

      (o)   If your Termination Date occurs after Agreement Phase A:

            (i)   On or within five days following an applicable Termination
                  Date, the Company shall pay to you annually, on a semi-monthly
                  basis, cash equal to the highest annual rate of Base Salary
                  (Section 7(a)(i)) in effect during the Agreement Period, for
                  each annual period, up to and including, the Expiration Date.
                  In the event of your subsequent death or a Change of Control
                  all unpaid amounts shall be accelerated and paid to your
                  estate, or you, respectively, in a non-discounted lump-sum
                  payment;

            (ii)  Any other amounts then owed to you by the Company, including
                  interest per Section 16(b);

            (iii) All then outstanding contingent compensation issued or awarded
                  to you under the Plans and Other Plans shall become vested,
                  exercisable, distributable and unrestricted (any contrary
                  provision in the Plans notwithstanding). You shall have the
                  right immediately to:

                  A.    for one year thereafter, exercise all or any portion of
                        all your options covered by the Plans and Other Plans
                        and to have the underlying Shares issued to you,

                  B.    for one year thereafter, in lieu of such exercise as
                        provided in Subsection (b)(iii)(A) above, as elected by
                        you, to receive a cash amount within five days following
                        an applicable Termination Date equal to the spread
                        between the exercise price and the higher Market Value
                        of the shares, multiplied by the number of shares of
                        outstanding stock options,


                                       21
<PAGE>
                  C.    all 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 with respect to
                        all such shares of Restricted Stock provided that such
                        share had not theretofore been forfeited,

                  D.    to receive a cash amount within five days following an
                        applicable Termination Date equal to all tax assistance
                        payments associated with the issuance of Shares covered
                        by Restricted Stock held by you under the Plans and
                        Other Plans and vested pursuant to Subsection
                        (b)(iii)(C) above. Any obligation to not sell Shares
                        issued to you under Restricted Stock programs for any
                        period of time after vesting to keep associated tax
                        assistance payments is eliminated, and

                  E.    obtain the full benefit of any other contingent
                        compensation rights to which you may be entitled under
                        the Plans and Other Plans, including without limitation
                        the maximum award you would have been eligible to
                        receive under the then current Fiscal Year Bonus Plan if
                        the applicable fiscal year commenced during Agreement
                        Phase A, and, in each case, as though all applicable
                        performance targets had been met or achieved at maximum
                        levels for all performance periods (including those
                        extending beyond the Expiration Date) and any and all
                        Other Plans and SERP contingencies had been satisfied in
                        full, and

            (iv)  The Company shall provide you with the Perquisites and
                  Administrative Assistance until the end of Agreement Phase C.

"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.


                                       22

</TEXT>
</DOCUMENT>
