<DOCUMENT>
<TYPE>EX-10.06
<SEQUENCE>6
<FILENAME>h95099ex10-06.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT DATED 11/16/2001
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.06
August 15, 2001

T. Jay Collins
President
Oceaneering International, Inc.
11911 FM529
Houston, Texas 77041

Re: Change of Control Agreement ("COC Agreement")

Dear Mr. Collins:

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. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a "Change of Control" (as defined herein) may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control of the Company. In particular the
Board believes it important, should the Company or its shareholders receive a
proposal for or notice of transfer of control of the Company, or consider one
itself, that you be able to assess and advise the Company whether such transfer
would be or is in the best interests of the Company and its shareholders, and to
take such other action regarding such transfer as the Board might determine to
be appropriate without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the employ of the Company, this letter
agreement (the "Agreement"), prepared pursuant to authority granted by the Board
and which supercedes and replaces the previous Senior Executive Severance
Agreement dated October 4, 1993 between you and the Company, sets forth the
compensation and severance benefits which the Company agrees will be provided to
you should your employment with the Company be terminated in connection with a
Change of Control under the circumstances described below as well as certain
other benefits which will be made available to you.

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.    Termination of Employment in Connection with a Change of Control.

            (a)   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


                                       1
<PAGE>

                  (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, commences during the life of this Agreement
                  you shall be entitled to the following benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            (b)   You shall also be entitled to any such benefits if your
                  termination results from your death or Disability if your
                  death or Disability occurs:

                  (i)   during the Effective Period but after the Effective
                        Date, and

                  (ii)  with respect to the benefits conferred by the Severance
                        Package only, after either it has been decided that you
                        will be terminated without Cause during the Effective
                        Period, or you have given notice of termination for Good
                        Reason during the Effective Period;

            (c)   You shall not be required to mitigate the amount of any
                  payment provided for in this Agreement by seeking other
                  employment, 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 by another Person after any
                  Termination Date.

      2.    Procedures for Termination of Employment.

            If your employment be terminated or intended to be terminated:

            (a)   For Cause, 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
                  4(b)(i) and all provisions of this Agreement, shall be
                  continued until a Termination Date is determined pursuant to
                  such contest. Within 10 days


                                       2
<PAGE>

                  following the commencement of any such contest, the Company
                  must escrow all amounts which would have been due pursuant to
                  Section 1(a) 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:

                  (i)   "final notice" is valid then the Termination Date shall
                        be the date no further appeal is possible;

                  (ii)  "final notice" is not valid then the Termination Date
                        shall be the date no further appeal is possible.

            (b)   For Good Reason, you shall transmit to the Company written
                  notice setting forth the Good Reason for which you are
                  proposed to terminate your employment 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 1(a); 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 the amounts which
                        would have been due pursuant to Section 1(a) 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 4, and (C) all provisions
                        of this Agreement 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.

      3.    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


                                       3
<PAGE>

                  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 employment 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 or, if
                  later, the Effective 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.

            (c)   For purposes of this Section 3, "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.


                                       4
<PAGE>

      4.    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;

                  (v)    the Company and you each waive any objection or right
                         to removal that may otherwise arise 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;

                  (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 7 hereof;
                         and

                 (viii)  prior to any trial on the merits, the Company and you
                         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 2;

                  (ii)  that Good Reason did not exist at the time notice was
                        given to the Company under Section 2;


                                       5
<PAGE>

                  (iii)  that the Company is not in default in performance of
                         its obligations under this Agreement;

                  (iv)   that the termination of your employment was not at the
                         request of a third party who has taken steps reasonably
                         calculated to effect the Change of Control and
                         otherwise did not arise in connection with or
                         anticipation of the Change of Control; and

                  (v)    that a Change of Control has not occurred.

      5.    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 (unless assumption occurs as a matter of
                  law) shall constitute Good Reason for termination by you of
                  your employment and, upon delivery of a notice of termination
                  by you to the Company, you shall be entitled to the benefits
                  provided for herein.

            (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.

      6.    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) 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 6
            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.


                                       6
<PAGE>

      7.    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: Chief Executive Officer

            If to you:                T. Jay Collins
                                      1 Eaton Court
                                      Houston, TX 77024

            Either party may change, by the giving of notice in accordance with
            this Section 7, the address to which notices are thereafter to be
            sent.

      8.    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 the Effective Date or, if earlier, your Termination Date.

      9.    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.

      10.   Survival.

            All obligations undertaken and benefits conferred pursuant to this
            Agreement, shall survive any termination of your employment and
            continue until performed in full.

      11.   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 Company. 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.


                                       7
<PAGE>

            (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 under 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.

      12.   Duplicate Originals.

            This Agreement has been executed in duplicate originals, with one to
            be held by each of the parties hereto.

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/ John R. Huff
                                             -----------------------
                                             John R. Huff
                                             Chief Executive Officer

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


/s/ T. Jay Collins
------------------
T. Jay Collins


                                       8
<PAGE>

          ANNEX I TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                                 T. JAY COLLINS

Definition of Certain Terms

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

"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 employment with the Company.

"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 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

      (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.


                                       9
<PAGE>

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.

"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 90 additional 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 earliest date upon which (i) any of the events set
forth under the definition of Change of Control shall have occurred, (ii) the
receipt by the Company of a Schedule 13D stating the intention of any Person to
take actions which, if accomplished, would constitute a Change of Control, (iii)
the public announcement by any Person of its intention to take any such action,
in each case without regard for any contingency or condition which has not been
satisfied on such date, (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control, or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered or it is not consummated within 12
months of such Effective Date, the Effective Period will be deemed not to have
commenced for purposes of this Agreement. If an Effective Date occurs with
respect to a proposed transaction which ceases to be actively considered but for
which active consideration is revived, the Effective Date with respect to the
Change of Control that ultimately occurs shall be that date when consideration
was revived and carried through to consummation.

"EFFECTIVE PERIOD" means the period beginning on the Effective Period
Commencement Date and ending on the Effective Period Conclusion Date.

"EFFECTIVE PERIOD COMMENCEMENT DATE" means the date falling one year prior to
the Effective Date.

"EFFECTIVE PERIOD CONCLUSION DATE" means the date falling two years after the
occurrence of a merger or consolidation set forth under clause (iii) of the
definition of Change of Control, but in no event later than three years after
the first event that constituted a Change of Control.

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

"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


                                       10
<PAGE>

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:

      (i)    except as a result of your death or due to Disability, 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 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

      (ii)   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

      (iii)  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

      (iv)   the relocation of the principal place of your employment to a
             location 25 miles further from your principal residence without
             your express written consent; or

      (v)    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

      (vi)   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

      (vii)  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


                                       11
<PAGE>

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.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy 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).

"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 date this Agreement is signed.

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

"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 Company's Supplemental Executive Retirement Plan, as the same
shall be amended or modified to, but not on or after, any Effective Date.

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

      (a)   On or within five days following an applicable Termination Date, the
            Company shall pay to you a lump sum, cash amount equal to the
            greater of:

            (i)   $2,025,000; or

            (ii)  the sum of:

                  (A)   three times the highest annual rate of your Base Salary
                        in effect during the then current year or any of the
                        three years preceding the Termination Date;

                  (B)   three times 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;


                                       12
<PAGE>

                  (C)   three times the amount equaling the maximum percentage
                        of your Base Salary contribution level by the Company
                        for you in SERP for the then current year multiplied by
                        the highest annual rate of Base Salary in effect during
                        the then current year or any of the three years
                        preceding the Termination Date; and

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

            (i)    for one year thereafter, exercise all or any portion of all
                   your options covered by any Plan or Other Plans and to have
                   the underlying Shares issued to you;

            (ii)   for one year thereafter, in lieu of such exercise as provided
                   in Subsection (b)(i) 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;

            (iii)  all Shares of Restricted Stock issued under the Plans or
                   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;

            (iv)   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 a Plan or Other Plans and
                   vested pursuant to Subsection (b)(iii) above. Any obligation
                   to not sell Shares issued under Restricted Stock programs for
                   any period of time after vesting to keep associated tax
                   assistance payments is eliminated; and

            (v)    obtain the full benefit of any other contingent compensation
                   rights to which you may be entitled under the Plans or 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
                   Effective Date) and any Plan contingencies had been satisfied
                   in full at the date of the Change of Control and the maximum
                   possible benefits thereunder had been earned at the date of
                   the Change of Control, and

      (c)   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 Change of
            Control), including without limitation plans providing medical,
            dental, life and disability insurance coverage, 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.


                                       13
<PAGE>

Anything else in this Agreement to the contrary notwithstanding, if:

      (i)   your employment is terminated in connection with a merger,
            consolidation or a tender offer or an exchange offer;

      (ii)  you are entitled to the benefits provided for under Section 1
            hereof; and

      (iii) your Termination Date precedes or occurs on the date of the closing,
            thereof, then unless otherwise agreed to by both parties in writing,
            all amounts to which you are or shall become entitled to under this
            Agreement, which are calculable as of the closing date, shall be
            accelerated to, and become immediately due and payable
            contemporaneously with such closing.

"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.

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

"SUCCESSOR" shall mean any Person that succeeds to, or has the ability to
control, the Company's business as a whole, directly by merger, consolidation,
spin-off or similar transaction, 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 the date, which is the final date of your service
pursuant to Section 2 of this Agreement.

"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.


                                       14
<PAGE>

August 15, 2001

George R. Haubenreich, Jr.
Senior Vice President
Oceaneering International, Inc.
11911 FM529
Houston, Texas 77041

Re: Change of Control Agreement ("COC Agreement")

Dear Mr. Haubenreich:

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. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a "Change of Control" (as defined herein) may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control of the Company. In particular the
Board believes it important, should the Company or its shareholders receive a
proposal for or notice of transfer of control of the Company, or consider one
itself, that you be able to assess and advise the Company whether such transfer
would be or is in the best interests of the Company and its shareholders, and to
take such other action regarding such transfer as the Board might determine to
be appropriate without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the employ of the Company, this letter
agreement (the "Agreement"), prepared pursuant to authority granted by the Board
and which supercedes and replaces the previous Senior Executive Severance
Agreement dated March 17, 1989 between you and the Company, sets forth the
compensation and severance benefits which the Company agrees will be provided to
you should your employment with the Company be terminated in connection with a
Change of Control under the circumstances described below as well as certain
other benefits which will be made available to you.

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.    Termination of Employment in Connection with a Change of Control.

            (a)   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


                                       1
<PAGE>

                  (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, commences during the life of this Agreement
                  you shall be entitled to the following benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            (b)   You shall also be entitled to any such benefits if your
                  termination results from your death or Disability if your
                  death or Disability occurs:

                  (i)   during the Effective Period but after the Effective
                        Date, and

                  (ii)  with respect to the benefits conferred by the Severance
                        Package only, after either it has been decided that you
                        will be terminated without Cause during the Effective
                        Period, or you have given notice of termination for Good
                        Reason during the Effective Period;

            (c)   You shall not be required to mitigate the amount of any
                  payment provided for in this Agreement by seeking other
                  employment, 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 by another Person after any
                  Termination Date.

      2.    Procedures for Termination of Employment.

            If your employment be terminated or intended to be terminated:

            (a)   For Cause, 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
                  4(b)(i) and all provisions of this Agreement, shall be
                  continued until a Termination Date is determined pursuant to
                  such contest. Within 10 days


                                       2
<PAGE>

                  following the commencement of any such contest, the Company
                  must escrow all amounts which would have been due pursuant to
                  Section 1(a) 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:

                  (i)   "final notice" is valid then the Termination Date shall
                        be the date no further appeal is possible;

                  (ii)  "final notice" is not valid then the Termination Date
                        shall be the date no further appeal is possible.

            (b)   For Good Reason, you shall transmit to the Company written
                  notice setting forth the Good Reason for which you are
                  proposed to terminate your employment 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 1(a); 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 the amounts which
                        would have been due pursuant to Section 1(a) 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 4, and (C) all provisions
                        of this Agreement 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.

      3.    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


                                       3
<PAGE>

                  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 employment 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 or, if
                  later, the Effective 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.

            (c)   For purposes of this Section 3, "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.


                                       4
<PAGE>

      4.    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;

                  (v)     the Company and you each waive any objection or right
                          to removal that may otherwise arise 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;

                  (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 7
                          hereof; and

                  (viii)  prior to any trial on the merits, the Company and you
                          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 2;

                  (ii)  that Good Reason did not exist at the time notice was
                        given to the Company under Section 2;


                                       5
<PAGE>

                  (iii)   that the Company is not in default in performance of
                          its obligations under this Agreement;

                  (iv)    that the termination of your employment was not at the
                          request of a third party who has taken steps
                          reasonably calculated to effect the Change of Control
                          and otherwise did not arise in connection with or
                          anticipation of the Change of Control; and

                  (v)     that a Change of Control has not occurred.

      5.    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 (unless assumption occurs as a matter of
                  law) shall constitute Good Reason for termination by you of
                  your employment and, upon delivery of a notice of termination
                  by you to the Company, you shall be entitled to the benefits
                  provided for herein.

            (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.

      6.    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) 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 6
            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.


                                       6
<PAGE>

      7.    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: Chief Executive Officer

            If to you:                George R. Haubenreich, Jr.
                                      15914 Lakeview Drive
                                      Houston, TX 77040

            Either party may change, by the giving of notice in accordance with
            this Section 7, the address to which notices are thereafter to be
            sent.

      8.    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 the Effective Date or, if earlier, your Termination Date.

      9.    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.

      10.   Survival.

            All obligations undertaken and benefits conferred pursuant to this
            Agreement, shall survive any termination of your employment and
            continue until performed in full.

      11.   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 Company. 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.


                                       7
<PAGE>

            (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 under 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.

      12.   Duplicate Originals.

            This Agreement has been executed in duplicate originals, with one to
            be held by each of the parties hereto.

            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/ John R. Huff
                                               ---------------------------------
                                               John R. Huff
                                               Chief Executive Officer

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


/s/ George R. Haubenreich, Jr.
------------------------------
George R. Haubenreich, Jr.


                                       8
<PAGE>

          ANNEX I TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                           GEORGE R. HAUBENREICH, JR.

Definition of Certain Terms

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

"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 employment with the Company.

"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 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

      (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.


                                       9
<PAGE>

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.

"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 90 additional 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 earliest date upon which (i) any of the events set
forth under the definition of Change of Control shall have occurred, (ii) the
receipt by the Company of a Schedule 13D stating the intention of any Person to
take actions which, if accomplished, would constitute a Change of Control, (iii)
the public announcement by any Person of its intention to take any such action,
in each case without regard for any contingency or condition which has not been
satisfied on such date, (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control, or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered or it is not consummated within 12
months of such Effective Date, the Effective Period will be deemed not to have
commenced for purposes of this Agreement. If an Effective Date occurs with
respect to a proposed transaction which ceases to be actively considered but for
which active consideration is revived, the Effective Date with respect to the
Change of Control that ultimately occurs shall be that date when consideration
was revived and carried through to consummation.

"EFFECTIVE PERIOD" means the period beginning on the Effective Period
Commencement Date and ending on the Effective Period Conclusion Date.

"EFFECTIVE PERIOD COMMENCEMENT DATE" means the date falling one year prior to
the Effective Date.

"EFFECTIVE PERIOD CONCLUSION DATE" means the date falling two years after the
occurrence of a merger or consolidation set forth under clause (iii) of the
definition of Change of Control, but in no event later than three years after
the first event that constituted a Change of Control.

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

"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


                                       10
<PAGE>

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:

      (i)    except as a result of your death or due to Disability, 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 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

      (ii)   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

      (iii)  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

      (iv)   the relocation of the principal place of your employment to a
             location 25 miles further from your principal residence without
             your express written consent; or

      (v)    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

      (vi)   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

      (vii)  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


                                       11
<PAGE>

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.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy 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).

"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 date this Agreement is signed.

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

"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 Company's Supplemental Executive Retirement Plan, as the same
shall be amended or modified to, but not on or after, any Effective Date.

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

      (a)   On or within five days following an applicable Termination Date, the
            Company shall pay to you a lump sum, cash amount equal to the
            greater of:

            (i)   $1,353,000; or

            (ii)  the sum of:

                  (A)   three times the highest annual rate of your Base Salary
                        in effect during the then current year or any of the
                        three years preceding the Termination Date;

                  (B)   three times 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;


                                       12
<PAGE>

                  (C)   three times the amount equaling the maximum percentage
                        of your Base Salary contribution level by the Company
                        for you in SERP for the then current year multiplied by
                        the highest annual rate of Base Salary in effect during
                        the then current year or any of the three years
                        preceding the Termination Date; and

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

            (i)    for one year thereafter, exercise all or any portion of all
                   your options covered by any Plan or Other Plans and to have
                   the underlying Shares issued to you;

            (ii)   for one year thereafter, in lieu of such exercise as provided
                   in Subsection (b)(i) 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;

            (iii)  all Shares of Restricted Stock issued under the Plans or
                   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;

            (iv)   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 a Plan or Other Plans and
                   vested pursuant to Subsection (b)(iii) above. Any obligation
                   to not sell Shares issued under Restricted Stock programs for
                   any period of time after vesting to keep associated tax
                   assistance payments is eliminated; and

            (v)    obtain the full benefit of any other contingent compensation
                   rights to which you may be entitled under the Plans or 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
                   Effective Date) and any Plan contingencies had been satisfied
                   in full at the date of the Change of Control and the maximum
                   possible benefits thereunder had been earned at the date of
                   the Change of Control, and

      (c)   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 Change of
            Control), including without limitation plans providing medical,
            dental, life and disability insurance coverage, 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.


                                       13
<PAGE>

Anything else in this Agreement to the contrary notwithstanding, if:

      (i)    your employment is terminated in connection with a merger,
             consolidation or a tender offer or an exchange offer;

      (ii)   you are entitled to the benefits provided for under Section 1
             hereof; and

      (iii)  your Termination Date precedes or occurs on the date of the closing
             thereof, then unless otherwise agreed to by both parties in
             writing, all amounts to which you are or shall become entitled to
             under this Agreement, which are calculable as of the closing date,
             shall be accelerated to, and become immediately due and payable
             contemporaneously with such closing.

"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.

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

"SUCCESSOR" shall mean any Person that succeeds to, or has the ability to
control, the Company's business as a whole, directly by merger, consolidation,
spin-off or similar transaction, 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 the date, which is the final date of your service
pursuant to Section 2 of this Agreement.

"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.


                                       14
<PAGE>

August 15, 2001

John R. Huff
Chairman and Chief Executive Officer
Oceaneering International, Inc.
11911 FM529
Houston, Texas 77041

Re: Change of Control Agreement ("COC 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. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a "Change of Control" (as defined herein) may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control of the Company. In particular the
Board believes it important, should the Company or its shareholders receive a
proposal for or notice of transfer of control of the Company, or consider one
itself, that you be able to assess and advise the Company whether such transfer
would be or is in the best interests of the Company and its shareholders, and to
take such other action regarding such transfer as the Board might determine to
be appropriate without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the service of the Company, this letter
agreement (the "Agreement"), prepared pursuant to authority granted by the Board
and which supercedes and replaces the previous Senior Executive Severance
Agreement and Supplemental Senior Executive Severance Agreement each dated March
17, 1989 between you and the Company, sets forth the compensation and severance
benefits which the Company agrees will be provided to you should your service
with the Company be terminated in connection with a Change of Control under the
circumstances described below as well as certain other benefits which will be
made available to you.

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


                                       1
<PAGE>

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.    Termination of Service in Connection with a Change of Control.

            (a)   During Service Agreement Phase A and during the Effective
                  Period, if there is a termination of your service 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 service (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 and if such Effective
                  Period or (y) on or after the Effective Date, commences during
                  the life of this Agreement you shall be entitled to the
                  following benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            (b)   You shall also be entitled to any such benefits if your
                  termination results from your death or Disability if your
                  death or Disability occurs:

                  (i)   during the Effective Period but after the Effective
                        Date, and

                  (ii)  with respect to the benefits conferred by the Severance
                        Package only, after either it has been decided that you
                        will be terminated without Cause during the Effective
                        Period, or you have given notice of termination for Good
                        Reason during the Effective Period;

            (c)   During Service Agreement Phase B and during the Effective
                  Period, if there is a termination of your service with the
                  Company for any reason other than your refusal to serve as
                  non-executive Chairman of the Board and during the life of
                  this Agreement, you shall be entitled to the following
                  benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and


                                       2
<PAGE>

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            Your refusal to serve as non-executive Chairman of the Board during
            Service Agreement Phase B by reason of the Company's failure to
            fulfill any of its obligations under the Service Agreement shall not
            be considered refusal by you to serve as non-executive Chairman of
            the Board.

            (d)   You shall not be required to mitigate the amount of any
                  payment provided for in this Agreement by seeking other
                  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.

      2.    Procedures for Termination of Service.

            If your service be terminated or intended to be terminated:

            (a)   For Cause during Service Agreement Phase 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 4(b)(i) and all provisions of
                  this Agreement, 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 1(a)
                  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:

                  (i)   "final notice" is valid then the Termination Date shall
                        be the date no further appeal is possible;


                                       3
<PAGE>

                  (ii)  "final notice" is not valid then the Termination Date
                        shall be the date no further appeal is possible.

            (b)   For Good Reason during Service Agreement Phase A, 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 1(a); 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 the amounts which
                        would have been due pursuant to Section 1(a) 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 4, and (C) all provisions
                        of this Agreement 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)   If you claim benefits under Section 1(c), you shall transmit
                  to the Company written notice, in sufficient detail to permit
                  a reasonable assessment of the bona fides thereof, that your
                  service has been terminated under Section 1(c) 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 either:

                  (i)   Their Acceptance - In the event the Board accepts your
                        notice claiming benefits under Section 1(c), then the
                        Termination Date is established; or

                  (ii)  Their Rejection - In the event the Board rejects your
                        notice, then (A) the Company must escrow within 10 days
                        following the rejection the amounts which would have
                        been due pursuant to Section 1(c) if your notice had
                        been accepted at a bank of your choice, (B) you must
                        proceed to dispute resolution pursuant to Section 4 and
                        (C) all provisions of this Agreement 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.

      3.    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


                                       4
<PAGE>

                  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 or, if
                  later, the Effective 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.

            (c)   For purposes of this Section 3, "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


                                       5
<PAGE>

                  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.

      4.    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;

                  (v)     the Company and you each waive any objection or right
                          to removal that may otherwise arise 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


                                       6
<PAGE>

                          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;

                  (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 7
                          hereof; and

                  (viii)  prior to any trial on the merits, the Company and you
                          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 2;

                  (ii)   that Good Reason did not exist at the time notice was
                         given to the Company under Section 2;

                  (iii)  that the termination of your service was not for the
                         reasons set forth in Section 1(c);

                  (iv)   that the Company is not in default in performance of
                         its obligations under this Agreement;

                  (v)    that the termination of your service was not at the
                         request of a third party who has taken steps reasonably
                         calculated to effect the Change of Control and
                         otherwise did not arise in connection with or
                         anticipation of the Change of Control; and

                  (vi)   that a Change of Control has not occurred.

      5.    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 (unless assumption occurs as a matter of
                  law) shall (i) if during Service Agreement Phase A, constitute
                  Good Reason for termination by you of your service and, (ii)
                  if after Service Agreement Phase A, constitute a termination
                  of your status as non-executive Chairman of the Board for
                  reason other than your refusal to serve, and in


                                       7
<PAGE>

                  either case, upon delivery of a notice of termination by you
                  to the Company, you shall be entitled to the benefits provided
                  for herein.

            (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.

      6.    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) 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 6
            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.

      7.    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


                                       8
<PAGE>

            Either party may change, by the giving of notice in accordance with
            this Section 7, the address to which notices are thereafter to be
            sent.

      8.    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 the Effective Date or, if earlier, your Termination Date.

      9.    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.

      10.   Survival.

            All obligations undertaken and benefits conferred pursuant to this
            Agreement, shall survive any termination of your service and
            continue until performed in full.

      11.   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 Company. 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 under 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.

      12.   Duplicate Originals.

            This Agreement has been executed in duplicate originals, with one to
            be held by each of the parties hereto.


                                       9
<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


                                       10
<PAGE>

          ANNEX I TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                                  JOHN R. HUFF

Definition of Certain Terms

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

"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:

      (i)    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

      (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


                                       11
<PAGE>

            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 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.

"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 90 additional 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 earliest date upon which (i) any of the events set
forth under the definition of Change of Control shall have occurred, (ii) the
receipt by the Company of a Schedule 13D stating the intention of any Person to
take actions which, if accomplished, would constitute a Change of Control, (iii)
the public announcement by any Person of its intention to take any such action,
in each case without regard for any contingency or condition which has not been
satisfied on such date, (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control, or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered or it is not consummated within 12
months of such Effective Date, the Effective Period will be deemed not to have
commenced for purposes of this Agreement. If an Effective Date occurs with
respect to a proposed transaction which ceases to be actively considered but for
which active consideration is revived, the Effective Date with respect to the
Change of Control that ultimately occurs shall be that date when consideration
was revived and carried through to consummation.

"EFFECTIVE PERIOD" means the period beginning on the Effective Period
Commencement Date and ending on the Effective Period Conclusion Date.

"EFFECTIVE PERIOD COMMENCEMENT DATE" means the date falling one year prior to
the Effective Date.

"EFFECTIVE PERIOD CONCLUSION DATE" means the date falling two years after the
occurrence of a merger or consolidation set forth under clause (iii) of the
definition of Change of Control, but in no event later than three years after
the first event that constituted a Change of Control.


                                       12
<PAGE>

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

"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 during Service Agreement Phase A:

      (i)     except as a result of your death or due to Disability, 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

      (ii)    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

      (iii)   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

      (iv)    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

      (v)     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

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


                                       13
<PAGE>

      (vii)   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

      (viii)  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.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy 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).

"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 date this Agreement is signed.

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

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

"SERVICE AGREEMENT PHASE A" means "Agreement Phase A" as defined in the Service
Agreement."

"SERVICE AGREEMENT PHASE B" means "Agreement Phase B" as defined in the Service
Agreement.


                                       14
<PAGE>

"SERP" means the Company's Supplemental Executive Retirement Plan, as the same
shall be amended or modified to, but not on or after, any Effective Date.

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

      (a)   If during Service Agreement Phase A, on or within five days
            following an applicable Termination Date, the Company shall pay to
            you a lump sum, cash amount equal to the greater of:

            (i)   $4,650,000; or

            (ii)  the sum of:

                  (A)   three times the highest annual rate of your Base Salary
                        in effect during the then current year or any of the
                        three years preceding the Termination Date;

                  (B)   three times 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);

                  (C)   three times the amount equaling the maximum percentage
                        of your Base Salary contribution level by the Company
                        for you in SERP for the then current year multiplied by
                        the highest annual rate of Base Salary in effect during
                        the then current year or any of the three years
                        preceding the Termination Date; and

      (b)   If during Service Agreement Phase B, on or within five days
            following an applicable Termination Date, the Company shall pay to
            you a lump sum, cash amount equal to $4,650,000.

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

            (i)     for one year thereafter, exercise all or any portion of all
                    your options covered by any Plan or Other Plans and to have
                    the underlying Shares issued to you;

            (ii)    for one year thereafter, in lieu of such exercise as
                    provided in Subsection (c)(i) above, as elected by you, to
                    receive a cash amount within five days following an
                    applicable Termination Date equal to the spread between the


                                         15
<PAGE>

                    exercise price and the higher Market Value of the shares,
                    multiplied by the number of shares of outstanding stock
                    options;

            (iii)   all Shares of Restricted Stock issued under the Plans or
                    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;

            (iv)    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 a Plan or Other Plans and
                    vested pursuant to Subsection (c)(iii) above. Any obligation
                    to not sell Shares issued under Restricted Stock programs
                    for any period of time after vesting to keep associated tax
                    assistance payments is eliminated; and

            (v)     obtain the full benefit of any other contingent compensation
                    rights to which you may be entitled under the Plans or 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
                    Effective Date) and any Plan contingencies had been
                    satisfied in full at the date of the Change of Control and
                    the maximum possible benefits thereunder had been earned at
                    the date of the Change of Control, and

      (d)   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 Change of
            Control), including without limitation plans providing medical,
            dental, life and disability insurance coverage, 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. 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.

      (e)   Notwithstanding any payments made under the Severance Package above,
            no such payments shall interfere, mitigate, stop or otherwise cause
            you to lose any benefits or compensation due you under the separate
            Service Agreement dated August 15, 2001 due from the Company, except
            that the benefits under (b), (c) and (d) of this definition shall
            not be provided to you to the extent they are provided under the
            Service Agreement.


                                       16
<PAGE>

Anything else in this Agreement to the contrary notwithstanding, if:

      (i)   your service is terminated in connection with a merger,
            consolidation or a tender offer or an exchange offer;

      (ii)  you are entitled to the benefits provided for under Section 1
            hereof; and

      (iii) your Termination Date precedes or occurs on the date of the closing
            thereof, then unless otherwise agreed to by both parties in writing,
            all amounts to which you are or shall become entitled to under this
            Agreement, which are calculable as of the closing date, shall be
            accelerated to, and become immediately due and payable
            contemporaneously with such closing.

"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.

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

"SUCCESSOR" shall mean any Person that succeeds to, or has the ability to
control, the Company's business as a whole, directly by merger, consolidation,
spin-off or similar transaction, 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 the date which is the final date of your service
pursuant to Section 2 of this Agreement.

"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.


                                       17
<PAGE>

August 15, 2001

M. Kevin McEvoy
Senior Vice President
Oceaneering International, Inc.
11911 FM529
Houston, Texas 77041

Re: Change of Control Agreement ("COC Agreement")

Dear Mr. McEvoy:

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. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a "Change of Control" (as defined herein) may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control of the Company. In particular the
Board believes it important, should the Company or its shareholders receive a
proposal for or notice of transfer of control of the Company, or consider one
itself, that you be able to assess and advise the Company whether such transfer
would be or is in the best interests of the Company and its shareholders, and to
take such other action regarding such transfer as the Board might determine to
be appropriate without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the employ of the Company, this letter
agreement (the "Agreement"), prepared pursuant to authority granted by the Board
and which supercedes and replaces the previous Senior Executive Severance
Agreement dated April 22, 1997 between you and the Company, sets forth the
compensation and severance benefits which the Company agrees will be provided to
you should your employment with the Company be terminated in connection with a
Change of Control under the circumstances described below as well as certain
other benefits which will be made available to you.

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.    Termination of Employment in Connection with a Change of Control.

            (a)   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


                                        1
<PAGE>

                  (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, commences during the life of this Agreement
                  you shall be entitled to the following benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            (b)   You shall also be entitled to any such benefits if your
                  termination results from your death or Disability if your
                  death or Disability occurs:

                  (i)   during the Effective Period but after the Effective
                        Date, and

                  (ii)  with respect to the benefits conferred by the Severance
                        Package only, after either it has been decided that you
                        will be terminated without Cause during the Effective
                        Period, or you have given notice of termination for Good
                        Reason during the Effective Period;

            (c)   You shall not be required to mitigate the amount of any
                  payment provided for in this Agreement by seeking other
                  employment, 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 by another Person after any
                  Termination Date.

      2.    Procedures for Termination of Employment.

            If your employment be terminated or intended to be terminated:

            (a)   For Cause, 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
                  4(b)(i) and all provisions of this Agreement, shall be
                  continued until a Termination Date is determined pursuant to
                  such contest. Within 10 days


                                       2
<PAGE>

                  following the commencement of any such contest, the Company
                  must escrow all amounts which would have been due pursuant to
                  Section 1(a) 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:

                  (i)   "final notice" is valid then the Termination Date shall
                        be the date no further appeal is possible;

                  (ii)  "final notice" is not valid then the Termination Date
                        shall be the date no further appeal is possible.

            (b)   For Good Reason, you shall transmit to the Company written
                  notice setting forth the Good Reason for which you are
                  proposed to terminate your employment 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 1(a); 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 the amounts which
                        would have been due pursuant to Section 1(a) 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 4, and (C) all provisions
                        of this Agreement 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.

      3.    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


                                       3
<PAGE>

                  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 employment 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 or, if
                  later, the Effective 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.

            (c)   For purposes of this Section 3, "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.


                                       4
<PAGE>

      4.    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;

                  (v)     the Company and you each waive any objection or right
                          to removal that may otherwise arise 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;

                  (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 7
                          hereof; and

                  (viii)  prior to any trial on the merits, the Company and you
                          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 2;

                  (ii)  that Good Reason did not exist at the time notice was
                        given to the Company under Section 2;


                                       5
<PAGE>

                  (iii)  that the Company is not in default in performance of
                         its obligations under this Agreement;

                  (iv)   that the termination of your employment was not at the
                         request of a third party who has taken steps reasonably
                         calculated to effect the Change of Control and
                         otherwise did not arise in connection with or
                         anticipation of the Change of Control; and

                  (v)    that a Change of Control has not occurred.

      5.    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 (unless assumption occurs as a matter of
                  law) shall constitute Good Reason for termination by you of
                  your employment and, upon delivery of a notice of termination
                  by you to the Company, you shall be entitled to the benefits
                  provided for herein.

            (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.

      6.    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) 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 6
            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.


                                       6
<PAGE>

      7.    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: Chief Executive Officer

            If to you:                M. Kevin McEvoy
                                      38 East Shadowpoint Circle
                                      The Woodlands, TX 77381

            Either party may change, by the giving of notice in accordance with
            this Section 7, the address to which notices are thereafter to be
            sent.

      8.    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 the Effective Date or, if earlier, your Termination Date.

      9.    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.

      10.   Survival.

            All obligations undertaken and benefits conferred pursuant to this
            Agreement, shall survive any termination of your employment and
            continue until performed in full.

      11.   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 Company. 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.


                                       7
<PAGE>

            (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 under 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.

      12.   Duplicate Originals.

            This Agreement has been executed in duplicate originals, with one to
            be held by each of the parties hereto.

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/ John R. Huff
                                           -------------------------------
                                           John R. Huff
                                           Chief Executive Officer

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


/s/ M. Kevin McEvoy
-------------------------------
M. Kevin McEvoy


                                       8
<PAGE>

          ANNEX I TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                                 M. KEVIN McEVOY

Definition of Certain Terms

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

"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 employment with the Company.

"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 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

      (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.


                                       9
<PAGE>

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.

"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 90 additional 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 earliest date upon which (i) any of the events set
forth under the definition of Change of Control shall have occurred, (ii) the
receipt by the Company of a Schedule 13D stating the intention of any Person to
take actions which, if accomplished, would constitute a Change of Control, (iii)
the public announcement by any Person of its intention to take any such action,
in each case without regard for any contingency or condition which has not been
satisfied on such date, (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control, or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered or it is not consummated within 12
months of such Effective Date, the Effective Period will be deemed not to have
commenced for purposes of this Agreement. If an Effective Date occurs with
respect to a proposed transaction which ceases to be actively considered but for
which active consideration is revived, the Effective Date with respect to the
Change of Control that ultimately occurs shall be that date when consideration
was revived and carried through to consummation.

"EFFECTIVE PERIOD" means the period beginning on the Effective Period
Commencement Date and ending on the Effective Period Conclusion Date.

"EFFECTIVE PERIOD COMMENCEMENT DATE" means the date falling one year prior to
the Effective Date.

"EFFECTIVE PERIOD CONCLUSION DATE" means the date falling two years after the
occurrence of a merger or consolidation set forth under clause (iii) of the
definition of Change of Control, but in no event later than three years after
the first event that constituted a Change of Control.

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

"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


                                       10
<PAGE>

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:

      (i)    except as a result of your death or due to Disability, 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 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

      (ii)   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

      (iii)  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

      (iv)   the relocation of the principal place of your employment to a
             location 25 miles further from your principal residence without
             your express written consent; or

      (v)    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

      (vi)   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

      (vii)  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


                                       11
<PAGE>

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.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy 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).

"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 date this Agreement is signed.

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

"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 Company's Supplemental Executive Retirement Plan, as the same
shall be amended or modified to, but not on or after, any Effective Date.

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

      (a)   On or within five days following an applicable Termination Date, the
            Company shall pay to you a lump sum, cash amount equal to the
            greater of:

            (i)   $1,386,000; or

            (ii)  the sum of:

                  (A)   three times the highest annual rate of your Base Salary
                        in effect during the then current year or any of the
                        three years preceding the Termination Date;

                  (B)   three times 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;


                                       12
<PAGE>

                  (C)   three times the amount equaling the maximum percentage
                        of your Base Salary contribution level by the Company
                        for you in SERP for the then current year multiplied by
                        the highest annual rate of Base Salary in effect during
                        the then current year or any of the three years
                        preceding the Termination Date; and

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

            (i)    for one year thereafter, exercise all or any portion of all
                   your options covered by any Plan or Other Plans and to have
                   the underlying Shares issued to you;

            (ii)   for one year thereafter, in lieu of such exercise as provided
                   in Subsection (b)(i) 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;

            (iii)  all Shares of Restricted Stock issued under the Plans or
                   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;

            (iv)   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 a Plan or Other Plans and
                   vested pursuant to Subsection (b)(iii) above. Any obligation
                   to not sell Shares issued under Restricted Stock programs for
                   any period of time after vesting to keep associated tax
                   assistance payments is eliminated; and

            (v)    obtain the full benefit of any other contingent compensation
                   rights to which you may be entitled under the Plans or 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
                   Effective Date) and any Plan contingencies had been satisfied
                   in full at the date of the Change of Control and the maximum
                   possible benefits thereunder had been earned at the date of
                   the Change of Control, and

      (c)   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 Change of
            Control), including without limitation plans providing medical,
            dental, life and disability insurance coverage, 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.


                                       13
<PAGE>

Anything else in this Agreement to the contrary notwithstanding, if:

      (i)    your employment is terminated in connection with a merger,
             consolidation or a tender offer or an exchange offer;

      (ii)   you are entitled to the benefits provided for under Section 1
             hereof; and

      (iii)  your Termination Date precedes or occurs on the date of the closing
             thereof, then unless otherwise agreed to by both parties in
             writing, all amounts to which you are or shall become entitled to
             under this Agreement, which are calculable as of the closing date,
             shall be accelerated to, and become immediately due and payable
             contemporaneously with such closing.

"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.

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

"SUCCESSOR" shall mean any Person that succeeds to, or has the ability to
control, the Company's business as a whole, directly by merger, consolidation,
spin-off or similar transaction, 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 the date, which is the final date of your service
pursuant to Section 2 of this Agreement.

"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.


                                       14
<PAGE>

August 15, 2001

Marvin J. Migura
Senior Vice President
Oceaneering International, Inc.
11911 FM529
Houston, Texas 77041

Re: Change of Control Agreement ("COC Agreement")

Dear Mr. Migura:

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. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a "Change of Control" (as defined herein) may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company's
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control of the Company. In particular the
Board believes it important, should the Company or its shareholders receive a
proposal for or notice of transfer of control of the Company, or consider one
itself, that you be able to assess and advise the Company whether such transfer
would be or is in the best interests of the Company and its shareholders, and to
take such other action regarding such transfer as the Board might determine to
be appropriate without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the employ of the Company, this letter
agreement (the "Agreement"), prepared pursuant to authority granted by the Board
and which supercedes and replaces the previous Senior Executive Severance
Agreement dated May 22, 1995 between you and the Company, sets forth the
compensation and severance benefits which the Company agrees will be provided to
you should your employment with the Company be terminated in connection with a
Change of Control under the circumstances described below as well as certain
other benefits which will be made available to you.

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.    Termination of Employment in Connection with a Change of Control.

            (a)   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


                                       1
<PAGE>

                  (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, commences during the life of this Agreement
                  you shall be entitled to the following benefits:

                  (i)   all benefits conferred upon you by the Severance
                        Package, and

                  (ii)  in addition, all benefits payable under the provisions
                        either of the Plans and Other Plans in which you are a
                        participant immediately prior to the Effective Date, or
                        of those plans in existence at the time of your
                        Termination Date or pursuant to any other agreement
                        between you and the Company, whichever are more
                        favorable to you, in accordance with the terms and
                        conditions of such Plans or Other Plans, such benefits
                        to be paid under such Plans or Other Plans and not under
                        this Agreement to the extent they are more favorable to
                        you.

            (b)   You shall also be entitled to any such benefits if your
                  termination results from your death or Disability if your
                  death or Disability occurs:

                  (i)   during the Effective Period but after the Effective
                        Date, and

                  (ii)  with respect to the benefits conferred by the Severance
                        Package only, after either it has been decided that you
                        will be terminated without Cause during the Effective
                        Period, or you have given notice of termination for Good
                        Reason during the Effective Period;

            (c)   You shall not be required to mitigate the amount of any
                  payment provided for in this Agreement by seeking other
                  employment, 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 by another Person after any
                  Termination Date.

      2.    Procedures for Termination of Employment.

            If your employment be terminated or intended to be terminated:

            (a)   For Cause, 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
                  4(b)(i) and all provisions of this Agreement, shall be
                  continued until a Termination Date is determined pursuant to
                  such contest. Within 10 days


                                       2
<PAGE>

                  following the commencement of any such contest, the Company
                  must escrow all amounts which would have been due pursuant to
                  Section 1(a) 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:

                  (i)   "final notice" is valid then the Termination Date shall
                        be the date no further appeal is possible;

                  (ii)  "final notice" is not valid then the Termination Date
                        shall be the date no further appeal is possible.

            (b)   For Good Reason, you shall transmit to the Company written
                  notice setting forth the Good Reason for which you are
                  proposed to terminate your employment 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 1(a); 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 the amounts which
                        would have been due pursuant to Section 1(a) 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 4, and (C) all provisions
                        of this Agreement 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.

      3.    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


                                       3
<PAGE>

                  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 employment 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 or, if
                  later, the Effective 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.

            (c)   For purposes of this Section 3, "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.


                                       4
<PAGE>

      4.    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;

                  (v)     the Company and you each waive any objection or right
                          to removal that may otherwise arise 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;

                  (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 7
                          hereof; and

                  (viii)  prior to any trial on the merits, the Company and you
                          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 2;

                  (ii)  that Good Reason did not exist at the time notice was
                        given to the Company under Section 2;


                                       5
<PAGE>

                  (iii)  that the Company is not in default in performance of
                         its obligations under this Agreement;

                  (iv)   that the termination of your employment was not at the
                         request of a third party who has taken steps reasonably
                         calculated to effect the Change of Control and
                         otherwise did not arise in connection with or
                         anticipation of the Change of Control; and

                  (v)    that a Change of Control has not occurred.

      5.    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 (unless assumption occurs as a matter of
                  law) shall constitute Good Reason for termination by you of
                  your employment and, upon delivery of a notice of termination
                  by you to the Company, you shall be entitled to the benefits
                  provided for herein.

            (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.

      6.    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) 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 6
            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.


                                       6
<PAGE>

      7.    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: Chief Executive Officer

            If to you:                Marvin J. Migura
                                      12419 Huntingwick Drive
                                      Houston, TX 77024

            Either party may change, by the giving of notice in accordance with
            this Section 7, the address to which notices are thereafter to be
            sent.

      8.    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 the Effective Date or, if earlier, your Termination Date.

      9.    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.

      10.   Survival.

            All obligations undertaken and benefits conferred pursuant to this
            Agreement, shall survive any termination of your employment and
            continue until performed in full.

      11.   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 Company. 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.


                                       7
<PAGE>

            (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 under 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.

      12.   Duplicate Originals.

            This Agreement has been executed in duplicate originals, with one to
            be held by each of the parties hereto.

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/ John R. Huff
                                              -------------------------------
                                              John R. Huff
                                              Chief Executive Officer

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


/s/ Marvin J. Migura
-------------------------------
Marvin J. Migura


                                       8
<PAGE>

          ANNEX I TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 15, 2001
                                     BETWEEN
                         OCEANEERING INTERNATIONAL, INC.
                                       AND
                                MARVIN J. MIGURA

Definition of Certain Terms

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

"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 employment with the Company.

"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 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

      (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.


                                       9
<PAGE>

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.

"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 90 additional 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 earliest date upon which (i) any of the events set
forth under the definition of Change of Control shall have occurred, (ii) the
receipt by the Company of a Schedule 13D stating the intention of any Person to
take actions which, if accomplished, would constitute a Change of Control, (iii)
the public announcement by any Person of its intention to take any such action,
in each case without regard for any contingency or condition which has not been
satisfied on such date, (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control, or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered or it is not consummated within 12
months of such Effective Date, the Effective Period will be deemed not to have
commenced for purposes of this Agreement. If an Effective Date occurs with
respect to a proposed transaction which ceases to be actively considered but for
which active consideration is revived, the Effective Date with respect to the
Change of Control that ultimately occurs shall be that date when consideration
was revived and carried through to consummation.

"EFFECTIVE PERIOD" means the period beginning on the Effective Period
Commencement Date and ending on the Effective Period Conclusion Date.

"EFFECTIVE PERIOD COMMENCEMENT DATE" means the date falling one year prior to
the Effective Date.

"EFFECTIVE PERIOD CONCLUSION DATE" means the date falling two years after the
occurrence of a merger or consolidation set forth under clause (iii) of the
definition of Change of Control, but in no event later than three years after
the first event that constituted a Change of Control.

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

"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


                                       10
<PAGE>

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:

      (i)   except as a result of your death or due to Disability, 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 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

      (ii)  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

      (iii) 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

      (iv)  the relocation of the principal place of your employment to a
            location 25 miles further from your principal residence without your
            express written consent; or

      (v)   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

      (vi)  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

      (vii) 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


                                       11
<PAGE>

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.

"OTHER PLANS" means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy 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).

"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 date this Agreement is signed.

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

"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 Company's Supplemental Executive Retirement Plan, as the same
shall be amended or modified to, but not on or after, any Effective Date.

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

      (a)   On or within five days following an applicable Termination Date, the
            Company shall pay to you a lump sum, cash amount equal to the
            greater of:

            (i)   $1,386,000; or

            (ii)  the sum of:

                  (A)   three times the highest annual rate of your Base Salary
                        in effect during the then current year or any of the
                        three years preceding the Termination Date;

                  (B)   three times 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;


                                       12
<PAGE>

                  (C)   three times the amount equaling the maximum percentage
                        of your Base Salary contribution level by the Company
                        for you in SERP for the then current year multiplied by
                        the highest annual rate of Base Salary in effect during
                        the then current year or any of the three years
                        preceding the Termination Date; and

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

            (i)   for one year thereafter, exercise all or any portion of all
                  your options covered by any Plan or Other Plans and to have
                  the underlying Shares issued to you;

            (ii)  for one year thereafter, in lieu of such exercise as provided
                  in Subsection (b)(i) 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;

            (iii) all Shares of Restricted Stock issued under the Plans or 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;

            (iv)  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 a Plan or Other Plans and
                  vested pursuant to Subsection (b)(iii) above. Any obligation
                  to not sell Shares issued under Restricted Stock programs for
                  any period of time after vesting to keep associated tax
                  assistance payments is eliminated; and

            (v)   obtain the full benefit of any other contingent compensation
                  rights to which you may be entitled under the Plans or 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
                  Effective Date) and any Plan contingencies had been satisfied
                  in full at the date of the Change of Control and the maximum
                  possible benefits thereunder had been earned at the date of
                  the Change of Control, and

      (c)   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 Change of
            Control), including without limitation plans providing medical,
            dental, life and disability insurance coverage, 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.


                                       13
<PAGE>

Anything else in this Agreement to the contrary notwithstanding, if:

      (i)   your employment is terminated in connection with a merger,
            consolidation or a tender offer or an exchange offer;

      (ii)  you are entitled to the benefits provided for under Section 1
            hereof; and

      (iii) your Termination Date precedes or occurs on the date of the closing
            thereof, then unless otherwise agreed to by both parties in writing,
            all amounts to which you are or shall become entitled to under this
            Agreement, which are calculable as of the closing date, shall be
            accelerated to, and become immediately due and payable
            contemporaneously with such closing.

"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.

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

"SUCCESSOR" shall mean any Person that succeeds to, or has the ability to
control, the Company's business as a whole, directly by merger, consolidation,
spin-off or similar transaction, 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 the date, which is the final date of your service
pursuant to Section 2 of this Agreement.

"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.


                                       14

</TEXT>
</DOCUMENT>
